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):             October 2, 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)



                                        4
<PAGE>


Item 2. Acquisition or Disposition of Assets.

     On October 2, 2001,  Matlack  Systems,  Inc., a Delaware  corporation  (the
"Company"),   together  with  its  wholly  owned  indirect   subsidiary  Matlack
Properties,  Inc., a Pennsylvania  corporation ("Matlack  Properties"),  and the
Company's other wholly owned subsidiaries  (collectively,  "Matlack")  completed
the sale of certain  assets,  including  rolling stock,  real estate and related
personal  property  and  accounts  receivable,  to Quality  Carriers,  Inc.,  an
Illinois  corporation  ("Quality").  The  Company  and all of its  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").  Quality is a wholly owned subsidiary of Quality
Distribution, Inc., a Florida corporation.

     The assets sold to Quality consisted of approximately 230 truck tractor and
truck trailer units;  Matlack's terminals in San Pablo,  California,  Pocatello,
Idaho, Lake Charles,  Louisiana, Salt Lake City, Utah, and Kent, Washington, and
related vehicles and personal property;  and outstanding  accounts receivable as
of August 10, 2001 (the  "Assets").  The Assets  were sold  pursuant to an Asset
Purchase Agreement dated July 27, 2001 among the Company, Matlack Properties and
Quality and a Real Estate Purchase Agreement dated July 27, 2001 between Matlack
Properties and Quality (the "Agreements"). Copies of the Agreements are attached
to this Current  Report on Form 8-K as,  respectively,  Exhibit 2(a) and Exhibit
2(b).  The  Agreements  provided  for the  approval of the sale of the Assets as
required by the U.S.  Bankruptcy  Code.  Following a hearing  held on August 17,
2001, the Bankruptcy  Court issued an order  approving the sale of the Assets at
an auction,  at which the purchase  price set forth in the  Agreements was to be
the initial bid for the Assets,  and  scheduling  a hearing to approve such sale
upon completion of the auction. On August 24, 2001, the Company held an auction,
at  which  the  initial  bid of  Quality  for the  Assets,  as set  forth in the
Agreements, was the only offer for the Assets. Accordingly,  following a hearing
held on September 10, 2001, the Bankruptcy  Court issued an order  approving the
sale  of the  Assets  to  Quality  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 $15,972,000,
less  certain  payments  and other  adjustments  made in respect of the accounts
receivable  included in the sale and certain other  adjustments  with respect to
other  assets  included in the sale.  The  majority of the net proceeds has been
paid by the  Company to First  Union  National  Bank,  the  Company's  principal
creditor, to satisfy its liens on assets included in the sale, including rolling
stock, real property,  personal property and accounts  receivable.  A portion of
the net  proceeds  has  been  retained  in an  escrow  account  to fund  certain
additional  adjustments with respect to the accounts  receivable included in the
sale. A copy of the Holdback Escrow Agreement  governing this escrow arrangement
is attached hereto as Exhibit 10(n).  An additional  portion of the net proceeds
has been retained in a separate  escrow  account,  pending  delivery of title to
certain of the truck  trailer units  included in the sale.  Copies of the Escrow
Agreement and the Escrow Deposit Agreement governing this escrow arrangement are
attached hereto as, respectively, Exhibit 10(m) and Exhibit 10(o). Approximately
$65,000 of the net  proceeds  has been paid to  various  taxing  authorities  in
California,  Idaho,  Louisiana,  Utah and  Washington  to satisfy the  Company's
previously  outstanding  property  tax  obligations  with  respect  to the  five
properties sold to Quality. The remainder of the net proceeds,  plus any amounts
distributed to the Company upon the satisfaction of the conditions of the escrow
arrangements  described  above,  has  been or will be paid to the  Company.  The
Company  expects to use these  proceeds  to fund the costs  associated  with the
ongoing liquidation of its business,  including the payment of employee salaries
and related  charges.  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.

     (b)  Pro Forma Financial Information

          As provided in Item 7(b)(2) of this Form 8-K, the  requisite pro forma
          financial  information  shall be filed no later than 60 days after the
          date this report is required to be filed. The Registrant undertakes to
          file such  required  pro forma  financial  information  by means of an
          amendment to this Current  Report on Form 8-K as soon as  practicable,
          but no later than December 17, 2001.

     (c)  Exhibits:

          2(a) Asset Purchase  Agreement  dated as of July 27, 2001 by and among
               Matlack  Systems,  Inc.,  Matlack  Properties,  Inc.  and Quality
               Carriers, Inc.*

          2(b) Real Estate  Purchase  Agreement dated as of July 27, 2001 by and
               between Matlack Properties, Inc. and Quality Carriers, Inc.*

          10(m)Escrow  Agreement  dated as of July 27, 2001 by and among Matlack
               Systems, Inc., Matlack Properties,  Inc., Quality Carriers,  Inc.
               and Chase Manhattan Trust Company, N.A.

          10(n)Holdback  Escrow  Agreement  dated as of  October  2, 2001 by and
               among Matlack Systems, Inc., Matlack Properties,  Inc., Steamboat
               LLC and Chase Manhattan Trust Company, N.A.

          10(o)Escrow  Deposit  Agreement  dated as of  October  2,  2001 by and
               among Matlack Systems, Inc., Matlack Properties, Inc. and Quality
               Carriers, 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:   October 15, 2001                           By: /s/ Patrick J. Bagley
                                                        ---------------------
                                                        Patrick J. Bagley
                                                        Vice President-Finance &
                                                        Treasurer




<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                       Description
-----------                       -----------

2(a) Asset  Purchase  Agreement  dated as of July 27, 2001 by and among  Matlack
     Systems, Inc., Matlack Properties, Inc. and Quality Carriers, Inc.*

2(b) Real  Estate  Purchase  Agreement  dated as of July 27, 2001 by and between
     Matlack Properties, Inc. and Quality Carriers, Inc.*

10(m)Escrow  Agreement  dated as of July 27, 2001 by and among Matlack  Systems,
     Inc., Matlack Properties,  Inc., Quality Carriers, Inc. and Chase Manhattan
     Trust Company, N.A.

10(n)Holdback Escrow  Agreement dated as of October 2, 2001 by and among Matlack
     Systems, Inc., Matlack Properties,  Inc., Steamboat LLC and Chase Manhattan
     Trust Company, N.A.

10(o)Escrow Deposit  Agreement  dated as of October 2, 2001 by and among Matlack
     Systems, Inc., Matlack Properties, Inc. and Quality Carriers, 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(a)
                                                                  Execution Copy

                            Asset Purchase Agreement


     THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of July
27, 2001 (the "Effective  Date") by and among Matlack Systems,  Inc., a Delaware
corporation  ("MSI"),  on behalf of itself and its wholly owned subsidiaries who
own the Assets (as defined  below)  (the  "Subsidiaries");  Matlack  Properties,
Inc., f/k/a Super Service, Inc., a Pennsylvania corporation ("MPI" and, with MSI
and the  Subsidiaries,  "Seller");  and  Quality  Carriers,  Inc.,  an  Illinois
corporation ("Buyer").

                                    Agreement

     In consideration of the mutual covenants contained herein, and intending to
be legally bound hereby, the parties agree as follows:

                       1. Agreement to Sell and Purchase

     On the terms and subject to the conditions of this Agreement, Seller hereby
agrees to sell and convey to Buyer,  and Buyer  hereby  agrees to purchase  from
Seller,  in  consideration  of the  payment of the  Purchase  Price  pursuant to
Section 2, all of Seller's  right,  title and  interest in and to the  following
(the "Assets"):

     (a) those certain tracts or parcels of land described on Schedule A hereto,
as such descriptions may be modified pursuant to surveys to be obtained by Buyer
at Buyer's option and expense (each such tract or parcel,  a "Tract"),  together
with (i) all the buildings,  structures,  improvements  and fixtures  erected or
located  thereon  (the  "Improvements"),  (ii) any land  lying in the bed of any
highway,  street or road,  private or public,  open or proposed,  in front of or
abutting  or  adjoining  a Tract or any  portion  thereof,  to the  center  line
thereof, (iii) all damages, awards, claims and causes of action now or hereafter
payable or  assertable  with  respect to any of the  foregoing  by reason of any
exercise  of the power of eminent  domain,  any  change of grade of any  street,
road, highway, avenue or alley, or any damage,  destruction,  loss or removal of
any of the foregoing,  (iv) all licenses,  permits,  certificates  and approvals
issued by public  authorities  and  necessary  or useful for the current use and
occupancy  of each Tract or the  Improvements,  and (v) all  awards,  easements,
rights  of  way,  licenses,  covenants,   agreements,   strips,  gores,  rights,
privileges and appurtenances  which attach,  benefit,  relate or are incident to
each Tract or the Improvements (collectively, the "Terminal Real Property");

     (b) all machinery, equipment, furniture and other personal property located
at the Terminal Real Property,  including  those items  identified on Schedule B
hereto,  plus the other  machinery,  equipment,  furniture  and  other  personal
property of Seller  identified on Schedule B (the "Terminal  Personal  Property"
and, together with the Terminal Real Property, the "Terminal Property");

     (c) the  trailers  and truck  tanks  identified  on  Schedule  C,  wherever
located,  and all tires,  pumps,  radios and  specialty  equipment  (other  than
Qualcomm  Units)  attached  thereto  and  made a part  thereof,  and  all  trip,
inspection  and  maintenance  records  pertaining to such trailers (the "Rolling
Stock"); and

     (d) those accounts and rights to payment of money (whether classified under
the  Uniform  Commercial  Code as  accounts,  general  intangibles,  credits  or
otherwise)  for  goods  sold  or  leased  or for  services  rendered  by  Seller
(collectively,  "Accounts  Receivable")  recorded  as of  August  10,  2001 (the
"Cut-Off  Date"),  a complete  list of which will be provided by Seller to Buyer
not later than August 13,  2001,  agreed upon and  executed by Seller and Buyer,
and attached to this Agreement as Schedule D (the "Accounts").

                               2. Purchase Price

2.1. Purchase Price; Payment

     The purchase price to be paid for the Assets shall be Twelve Million, Three
Hundred Seventy-Five  Thousand and 00/100 Dollars  ($12,375,000.00),  subject to
adjustment as provided in this Agreement (the  "Purchase  Price"),  and shall be
paid as follows:

     (a) Upon execution of this Agreement, One Million, Two Hundred Thirty-Seven
Thousand,  Five Hundred and 00/100 Dollars ($1,237,500.00) (the "Deposit") shall
be deposited by Buyer with Chase  Manhattan  Trust  Company,  N.A. (the "Deposit
Escrow  Agent"),  to be held in a major money market escrow account  pursuant to
the  provisions of that certain  Escrow  Agreement of even date  herewith  among
Seller, Buyer and Escrow Agent (the "Deposit Escrow Agreement"). At the Closing,
the Deposit,  together with all interest  earned  thereon,  shall be credited to
Buyer on account of the Purchase Price. As used herein, the term "Deposit" shall
be deemed to include all interest earned thereon.

     (b) At the Closing, Buyer shall deliver to the Deposit Escrow Agent by wire
transfer the balance of the Purchase Price, less the Holdback Amount (as defined
below) and the  prorations,  adjustments  and closing costs provided for in this
Agreement,  and shall deliver to the Holdback Escrow Agent (as defined below) by
wire transfer the Holdback Amount.

2.2. Prepayments; Prorations

     Rentals,  water, sewer and other utility charges,  real property,  personal
property,  and other taxes, similar assessments,  and other prepaid expenses and
accruals in respect of any part of the Assets,  applicable to periods both prior
to and after Closing,  whether paid before the Closing Date or payable after the
Closing Date, in any case such as are customarily prorated by buyers and sellers
of assets  similar to the Assets,  shall be prorated as of the Closing Date. The
estimated  net  amounts of such  prorations  shall be  subtracted  from the cash
portion of the Purchase Price if Buyer is entitled to a debit therefor, or added
to the  Purchase  Price if Seller is  entitled to a credit  therefor.  Buyer and
Seller shall use their  commercially  reasonable  best efforts to calculate  all
prorations  at or prior to the Closing and, at or about the Closing,  Seller and
Buyer shall take readings or other  measurements of gas, water,  electricity and
other utilities.  Absent manifest error, such readings and measurements shall be
binding, conclusive and used for purposes of the apportionment provided herein.

2.3. Adjustments with Respect to Accounts

     (a) Not later  than  August  13,  2001,  Seller  will  deliver to Buyer the
complete  list of the  Accounts,  which will be  attached to this  Agreement  as
Schedule  D. If the  Receivable  Value (as  defined  below)  is less than  Seven
Million and 00/100 Dollars ($7,000,000.00), the Purchase Price will be decreased
by an amount equal to such  shortfall.  If the Receivable  Value is greater than
Seven Million and 00/100  Dollars  ($7,000,000.00),  the Purchase  Price will be
increased  by an amount equal to such  excess.  For purposes of this  Agreement,
"Receivable  Value"  means 61% of the sum of the face  amounts  of all  Accounts
existing as of the Cut-Off Date;  provided,  however,  that the Receivable Value
shall not exceed Nine Million and 00/100 Dollars ($9,000,000.00).

     (b) In the event Seller receives  payment in respect of an Account prior to
Closing,  the Purchase Price shall be reduced by the amount of such payment,  up
to a total  reduction  equal to the Receivable  Value;  and, if the total of all
payments in respect of Accounts prior to Closing  exceeds the Receivable  Value,
then 60% of the amount of such excess shall be credited to Buyer by  subtracting
such  amount from the cash  portion of the  Purchase  Price  payable to Buyer by
Seller at Closing.

     (c) In  consideration  of Seller's  collection of the Accounts  pursuant to
paragraph (b) above,  Buyer shall pay Seller at Closing an amount equal 1.75% of
the amount collected by Seller pursuant to paragraph (b), up to a maximum amount
collected equal to the Receivable Amount.

2.4. Holdback Escrow Account

     (a) For purposes of this Agreement:

          (i) "Putback" means any Account (A) with respect to which has occurred
     a breach of any of Seller's  representation or warranties in Section 5.4 of
     this Agreement  which  materially and adversely  affects Buyer's ability to
     collect  the face  amount of such  Account as set forth on  Schedule D; (B)
     which is  fraudulent;  (C) for which the Seller cannot  provide an invoice,
     bill of lading or other  reasonable  documentation;  or (D) with respect to
     which a valid claim, credit, adjustment, rebate, refund or right of set-off
     has been made by the person or entity  obligated  in respect of the Account
     (the  "Account  Debtor");  in any case as  determined  in  accordance  with
     paragraph (c) below.

          (ii) "Putback  Amount" means an amount equal to the unpaid  balance of
     any Account which is the subject of a Putback.

     (b) At the Closing,  an amount equal to ten percent (10%) of the Receivable
Value (the  "Holdback  Amount") shall be deposited by Buyer with an escrow agent
mutually  agreeable to Buyer and Seller (the "Holdback Escrow Agent") in a major
money market escrow account (the "Holdback  Escrow Account") to fund any Putback
Amounts that remain  unpaid  within 60 days after the Closing Date (the "Putback
Period").  The Holdback  Escrow  Account shall be maintained  during the Putback
Period, and shall not be deemed to be property of Seller's estate in the Chapter
11 Case (as defined below).

     (c) On a weekly basis during the Putback Period,  Buyer shall notify Seller
of any claimed Putback by delivering  written notice of such claim,  accompanied
by any information the Buyer has supporting such claim (a "Putback Notice"),  to
Seller and a neutral  third party  mutually  agreeable  to Buyer and Seller (the
"Putback Referee").  Not later than five business days after Seller's receipt of
the Putback Notice, Seller may object to the Putback Notice by providing written
notice  of  such  objection,  accompanied  by any  information  the  Seller  has
supporting  such  objection  (a "Putback  Objection"),  to Buyer and the Putback
Referee.  If Seller does not make a Putback Objection within the  aforementioned
five-day period, the Putback shall be deemed a valid Putback.  If Seller makes a
Putback  Objection,  the Putback  Referee shall  determine,  on the basis of the
information  accompanying  the Putback Notice and the Putback  Objection and any
additional  information  requested by the Putback  Referee,  whether the claimed
Putback is a valid Putback, and such determination shall be binding on Buyer and
Seller for all purposes  under this  Section  2.4. In order to  vindicate  their
respective  rights under this Section  2.4,  Buyer and Seller shall  provide the
Putback  Referee with such additional  information  with respect to the Account,
the Account  Debtor and the facts and  circumstances  giving rise to the claimed
Putback as the Putback Referee may request.

     (d) Buyer shall be entitled to payment of the Putback  Amount for any valid
Putback,  out of the funds on  deposit  in the  Holdback  Escrow  Account,  upon
written notice thereof from the Putback Referee to the Holdback Escrow Agent. On
the expiration of the Putback Period, (i) the amounts on deposit in the Holdback
Escrow Account, less an amount equal to the total of (A) the Putback Amounts for
valid  Putbacks  which  have not  previously  been paid to  Buyer,  plus (B) the
Putback  Amounts  for  claimed  Putbacks,  the  validity  of which  has not been
determined  pursuant to  paragraph  (c) above,  shall be released to the Seller;
(ii) funds in an amount equal to the Putback Amounts for valid Putbacks shall be
released to Buyer; and (iii) funds in an amount equal to the Putback Amounts for
claimed  Putbacks,  the  validity of which has not been  determined  pursuant to
paragraph (c) above,  shall be released (A) to Buyer, upon a determination  that
the claimed Putback is a valid Putback, or (B) to Seller, upon the determination
that the claimed Putback is not a valid Putback. Following the expiration of the
Putback  Period,  Buyer  shall  continue  to have the right to pursue any claims
relating to Putbacks,  other than those for which payment has been made to Buyer
pursuant to this Section 2.4, directly from Seller,  and any such claim shall be
an  administrative  expense  claim under  sections  503(b) and  507(a)(1) of the
Bankruptcy Code (11 U.S.C. ss.ss. 101 et seq.).

     (e) Notwithstanding any other provision of this Agreement, no Account shall
be deemed to be a Putback  with  respect to (i) any  discount  or  reduction  of
obligation  is granted by Buyer after the Closing  Date;  or (ii) any failure by
the Account Debtor to make payment on the Account when due or otherwise.

2.5. Other Adjustments

     If the parties determine that any part of the Terminal Personal Property is
not owned by Seller,  such Terminal Personal Property shall be omitted from this
Agreement and the Purchase Price shall be adjusted accordingly.

                                   3. Closing

3.1. Time and Place of Closing

     The closing of the  purchase and sale of the Assets (the  "Closing")  shall
take place on October 1, 2001 or as soon thereafter as practicable or such other
date as the  parties  agree in writing,  but in no event later than  October 31,
2001 (the  "Closing  Date").  The  Closing  shall take  place at the  offices of
Morgan,  Lewis  &  Bockius,  LLP,  counsel  to  Buyer,  at 1701  Market  Street,
Philadelphia,  PA 19103-2921, unless the parties agree in writing to a different
location for the Closing. Time is of the essence in this Agreement.

3.2. Seller's Closing Deliveries

     On the Closing Date, Seller shall deliver to Buyer the following:

     (a) With respect to the Terminal Real Property, Special Warranty Deeds duly
executed by Seller and  acknowledged in recordable  form,  sufficient to vest in
Buyer title to the Terminal  Real  Property in  accordance  with this  Agreement
(each, a "Deed"; collectively, the "Deeds");

     (b) A bill of sale or other  instrument  of  conveyance  duly  executed  by
Seller  sufficient to vest in Buyer title to the Terminal  Personal  Property in
accordance with this Agreement (the "Bill of Sale");

     (c) The original certificate of title for each trailer unit included in the
Rolling  Stock duly executed by Seller  sufficient to transfer  title thereto to
Buyer or its designee;

     (d) an Assignment (the "Accounts  Receivable  Assignment") duly executed by
Seller sufficient to vest in Buyer title to the Accounts in accordance with this
Agreement;  a  list,  in  substantially  the  same  form as  Schedule  D to this
Agreement, of all Accounts and the status thereof as of the Closing Date; a copy
of each invoice with respect to each Account  Debtor,  together  with such other
information or  documentation  (including all required  Uniform  Commercial Code
releases  or  financing  statements)  Buyer  reasonably  may deem  necessary  to
identify the Accounts and obtain payment from the Account Debtors (including, as
applicable,  invoices,  bills of lading,  receiving  and delivery  documents and
collection  notes);  and  such  assignment  or  direction  documents  as  may be
reasonably  required  to allow  Buyer to gain  access to any  lockbox or similar
account  into  which  proceeds  of the  Accounts  are  remitted  and to  receive
information regarding remittances into such lockbox or account;

     (e) A copy of an Order (the "Order") in the case of Matlack  Systems,  Inc.
et al. (Case No. 01-01114(MFW))  (Jointly  Administered) (the "Chapter 11 Case")
in the United States Bankruptcy Court for the District of Delaware (the "Court")
reasonably  acceptable to Buyer specifically  authorizing the sale of the Assets
to Buyer in accordance with this Agreement and authorizing the Trustee (if there
is a Trustee or, if not, the Debtor) to execute the Deeds, the Bill of Sale, the
certificates  of  title,  the  Accounts  Receivable  Assignment  and  all  other
documents necessary to consummate the Contemplated  Transactions  (collectively,
the "Transaction Documents");

     (f) Such additional  affidavits and certifications as the Title Company (as
hereinafter defined) shall require,  including  certificates necessary to delete
standard title insurance  exceptions  (including exception for mechanic's liens)
and any  documentation,  in a form reasonably  acceptable to Seller, as Buyer or
the Title Company  reasonably may deem necessary to effectuate the  transactions
contemplated by this Agreement (the "Contemplated Transactions"); and

     (g) Such additional documentation, in a form reasonably acceptable to Buyer
and  Seller,   as  Buyer   reasonably  may  deem  necessary  to  effectuate  the
Contemplated Transactions.

3.3. Buyer's Closing Deliveries

     On the Closing Date, Buyer shall deliver to Seller the following:

     (a) the Purchase  Price,  deposited into the Deposit Escrow Account and the
Holdback Escrow Account in accordance with Section 2.1; and

     (b) Such additional documentation, in a form reasonably acceptable to Buyer
and  Seller,   as  Seller  reasonably  may  deem  necessary  to  effectuate  the
Contemplated Transactions.

3.4. Conditions to Seller's Obligation

     Seller shall have no duty to complete the sale of the Assets and shall have
no  liability  to  Buyer  under  this  Agreement  unless  each of the  following
conditions has been satisfied, any of which may be waived in whole or in part by
Seller:

     (a) Buyer shall have delivered the items described in Section 3.3.

     (b) In accordance  with Section 9 of this  Agreement,  Court Approval shall
have been obtained on or before  October 31, 2001,  and the order granting Court
Approval shall not be subject to a stay pending appeal.

     (c) "Court  Approval,"  as defined in the Real  Estate  Purchase  Agreement
dated of even date  herewith  between MPI and Buyer (the "Real  Estate  Purchase
Agreement"),  shall have been  obtained with respect to the sale to Buyer by MPI
of the Property  identified therein and the transactions  contemplated  thereby,
and Buyer shall be  obligated  to effect a closing  with respect to such sale on
the terms and subject to the  conditions  set forth in the Real Estate  Purchase
Agreement.

3.5. Conditions to Buyer's Obligation

     Buyer shall have no duty to complete  the  purchase of the Assets and shall
have no liability to Seller under this  Agreement  unless each of the  following
conditions has been satisfied, any of which may be waived in whole or in part by
Buyer:

     (a) Seller shall have delivered the items described in Section 3.2.

     (b) The  representations and warranties of Seller contained herein shall be
true and correct in all  material  respects  as of the  Closing  Date and Seller
shall have  performed and complied  with all  covenants  and  conditions of this
Agreement  on its part to be  performed  and  complied  with  prior to or on the
Closing Date, as the case may be, including  payment of the Asset Management Fee
in accordance with Section 4.5(c).

     (c) Title  Company  shall be  prepared  to issue to Buyer an owner's  title
insurance  policy with respect to the Terminal Real Property,  and shall insure,
at standard  regular  rates,  that, as of the Closing Date title to the Terminal
Real Property is marketable and subject to no exceptions or  reservations  other
than as provided in Section 4.3.

     (d)  Without  limiting  the  generality  of Section  8.1,  Buyer shall have
obtained by the Due Diligence Date results wholly  satisfactory  to Buyer of all
inspections  which Buyer may perform,  including  environmental  and engineering
inspections,  test-borings,  soil or surface and/or subsurface  tests,  permits,
zoning  and  development   review,   and  review  of  the  requirements  of  any
governmental  authority having jurisdiction over the Terminal Real Property.  If
the results of such  inspections  are not wholly  satisfactory  to Buyer,  Buyer
shall have the right to terminate this Agreement with respect to such Tract.  On
such a termination,  the Purchase Price shall adjusted in the same manner as set
forth in the last  sentence  of  Section  4.3(a).  If Buyer  fails to cause  the
Property to be so inspected or timely to notify  Seller  whether the  inspection
results are  satisfactory,  Buyer's  failure shall be deemed a decision by Buyer
that all such tests and results thereof are satisfactory.

     (e) The  Court  shall  have  approved  the  Approval  Motion  on or  before
September 30, 2001,  the 363 Hearing  shall have been held on or before  October
10, 2001, Court Approval shall have been obtained on or before October 31, 2001,
and the order  granting  Court  Approval  shall not be subject to a stay pending
appeal.

     (f) "Court  Approval,"  as defined in the Real Estate  Purchase  Agreement,
shall  have  been  obtained  with  respect  to the  sale to  Buyer by MPI of the
Property identified therein and the transactions  contemplated  thereby, and MPI
shall be  obligated  to effect a closing  with respect to such sale on the terms
and subject to the conditions set forth in the Real Estate Purchase Agreement.

     4. Title to and Possession of Property; Management of Certain Property

4.1. Permitted Encumbrances

     For purposes of this Agreement,  "Permitted  Encumbrances"  means the Liens
encroachments,  boundary disputes, covenants, restrictions, easements, rights of
way and other encumbrances described on Schedule E to this Agreement.

4.2. Title to Assets

     Title to the Assets to be  conveyed  at  Closing by Seller to Buyer,  other
than the Terminal  Property,  shall be conveyed by the certificates of title for
the Rolling Stock and the Accounts Receivable Assignment,  free and clear of all
liens,  mortgages,  security  interests  and other  encumbrances  (collectively,
"Liens"), except Permitted Encumbrances.

4.3. Title to Terminal Property

     (a) Title to the Terminal  Property  shall be conveyed by the Deeds and the
Bill  of  Sale  and  shall  be  good  and  marketable,  free  and  clear  of all
encroachments,  boundary disputes, covenants, restrictions, easements, rights of
way, Liens and other  encumbrances  whatsoever,  including  municipal  liens and
assessments, excluding (i) such Liens, restrictions,  easements and encumbrances
presently of record which will not, in Buyer's reasonable  judgment,  materially
interfere  with  or  impair  Buyer's  intended  use  of  the  Terminal  Property
consistent with Seller's past use thereof or materially  reduce the value of the
Terminal Property;  and (ii) Permitted  Encumbrances.  At Closing, such title to
the Terminal Real Property shall be insurable by the Title Company, at the Title
Company's  regular  rates,  pursuant  to a standard  form ALTA  owner's  form of
policy,  free of all exceptions,  including  exceptions for unfiled  mechanics',
materialmen's or municipal liens excepting only the Permitted  Encumbrances.  It
is a condition  precedent to Buyer's  obligation  to complete  Closing that such
policy,  upon  Buyer's  payment  of the  premium  therefor,  shall be  issued at
Closing.  If such policy is not issued at  Closing,  Buyer shall have the right,
inter alia, to terminate this Agreement. With respect to any Tract, if Seller is
unable to give good and  marketable  title and such as shall be  insured  by the
Title  Company  in the manner set forth  above,  Buyer  shall have the option of
taking such title to such Tract as Seller can give without abatement of Purchase
Price,  or of terminating  this Agreement with respect to such Tract.  On such a
termination, the Purchase Price shall be reduced by an amount equal to the value
of such part of the Terminal  Property,  as mutually  agreed by Seller and Buyer
and a pro rata portion of the Deposit shall be returned to Buyer; Buyer shall be
have no further rights hereunder in such Terminal  Property;  and this Agreement
shall be and become null and void as to such Terminal Property.

     (b) Buyer shall, at its expense, have the right to order a title commitment
or title  commitments from a reputable title insurance company of Buyer's choice
("Title  Company")  and surveys of each Tract from  surveyors of Buyer's  choice
licensed in the state in which each Tract is located. Buyer shall have until the
date  which is one day before  the date of the  hearing  before the Court on the
Approval  Motion (as  defined  below) to notify  Seller in writing of either (i)
Buyer's approval of survey and title matters  appearing  therein,  including the
location of such Tract, boundaries, legal description,  easements, restrictions,
encroachments, and rights of way, or (ii) Buyer's objections to survey and title
matters  appearing  therein.  If  Seller is  unwilling  or unable to cure any of
Buyer's  objections  to title or survey with  respect to any Tract,  Buyer shall
have the right to terminate  this  Agreement as to such Tract by giving  written
notice to Buyer,  in which case this Agreement  shall become null and void as to
such Tract,  and the Purchase  Price shall be adjusted in the same manner as set
forth in the last sentence of Section 4.3(a).

     (c) Buyer shall,  at its expense,  have the right to have the Title Company
update the title commitment or title commitments from time to time, including as
of the Closing  Date,  and Buyer shall have the same rights with  respect to new
matters  contained  therein as Buyer has with respect to the  preliminary  title
commitment or title commitments.

4.4. Title to Accounts

     (a) Upon the  Closing,  (i) Seller will be deemed to have sold to Buyer all
of Seller's  right,  title and interest in and to the Accounts and any proceeds;
and (ii) Buyer will be the sole and absolute  owner  thereof and will own all of
Seller's rights and remedies represented by the Accounts, including the right to
receive  payment on the Accounts from the Account  Debtors and any guarantors of
the  Accounts.  Buyer is authorized to file Uniform  Commercial  Code  financing
statements  ("UCC  Statements")  to  reflect  and  record  its  interest  in the
Accounts.

     (b) If the total face value of all Accounts  identified  on Schedule D that
have been due and payable for less than 90 days is not at least 85% of the total
face value of all Accounts  identified  on Schedule D, then Buyer shall have the
right,  upon  written  notice to Seller  given not later than the Due  Diligence
Date, to refuse to purchase the Accounts  pursuant to this  Agreement  and, from
and after any such notice,  this Agreement shall be null and void ab initio with
respect to the Accounts, the Purchase Price will be decreased by an amount equal
to Seven Million and 00/100  Dollars  ($7,000,000.00)  and a pro rata portion of
the Deposit will be returned to Buyer.

     (c)  From  and  after  the  Closing  Date,  Buyer  shall  have the sole and
exclusive  right to collect the Accounts.  Seller agrees to hold any collections
received after the Closing Date with respect to any Accounts in trust for Buyer,
and such funds  shall not be deemed to be  property  of  Seller's  estate in the
Chapter 11 Case.  Seller  shall  remit any such funds to Buyer on Monday of each
week with respect to funds  received by Seller  during the  preceding  week.  If
Seller  receives  any  payment  from a person or entity  that is both an Account
Debtor  with  respect  to an  Account  and  obligated  in  respect of an Account
Receivable  of  Seller  which is not an  Account,  and if  Seller  is  unable to
determine after reasonable investigation whether such payment is made in respect
of the Account or in respect of the Account Receivable,  then such payment shall
be deemed to be made in respect of the Account, and the other provisions of this
paragraph (c) shall apply thereto.

     (d)  Buyer  may use  Seller's  name,  and any other  name  under  which the
Accounts were  generated,  solely for the purpose of describing  accurately  the
source  of the  obligations  that  generated  the  Accounts  in the  credit  and
collection  activities  of Buyer with respect to the Accounts and in  connection
with the institution of collection proceedings brought by Buyer or its assignees
under its or their own names.

4.5. Management of Certain Assets

     (a) Seller  previously  has advised  Buyer that,  effective  as of July 27,
2001,  Seller intends to cease  operation of the Property  described in the Real
Estate Purchase  Agreement and of the associated Rolling Stock (consisting of 67
trailers)  (collectively,  the "Idle Assets"). In order to preserve the value of
the Idle Assets,  Buyer  agrees that it will,  for its own account and using its
own personnel,  operate the Idle Assets during the period commencing on July 28,
2001 or as soon thereafter as practicable,  and ending on the earlier of (i) the
Closing  Date;  (ii) the  termination  of this  Agreement  pursuant to the terms
hereof; or (iii) October 31, 2001 (the "Management Period").

     (b) As  compensation  for the  operation  of the  Idle  Assets  during  the
Management  Period as provided in paragraph  (a) above,  Seller agrees to pay to
Buyer a fee in the amount of Two  Million  and 00/100  Dollars  ($2,000,000.00),
reduced  as  hereinafter  provided  (the  "Asset  Management  Fee").  The  Asset
Management  Fee shall be  reduced  by the amount of $3,050 for each day on which
Buyer actually  operates any part of the Idle Assets (the  "Management  Per Diem
Credit");  provided,  however,  that upon the  agreement of Buyer and Seller the
Management Per Diem Credit shall be increased by $30 per day for each additional
trailer included in the Idle Assets.

     (c) The Asset  Management Fee shall be payable at and subject to occurrence
of the Closing and shall be credited against the Purchase Price payable by Buyer
at Closing. Buyer agrees to remit to Seller the Management Per Diem Credit on or
before Monday of each week to cover the  Management  Per Diem Credit payable for
the preceding week.

     (d) In order to vindicate its rights and satisfy its obligations under this
Section 4.5, Buyer shall be entitled to possession of the Idle Assets during the
Management  Period.  Buyer  agrees to  operate  the Idle  Assets in a lawful and
business-like  manner and to comply with all laws,  ordinances,  regulations  or
orders  applicable  to the Idle Assets and the  operation  thereof in accordance
with this Section 4.5. Buyer shall be liable for any damage to or destruction of
the Idle Assets, ordinary wear and tear excepted.  During the Management Period,
Buyer shall secure and constantly  maintain,  at Buyer's expense:  (i) liability
insurance with an insurance company  satisfactory to Buyer,  naming Seller as an
additional insured, in the amount of at least $2,000,000 per person,  $2,000,000
per occurrence for all persons and $2,000,000 for property damage; and

          (ii) "all risk" insurance upon the  Improvements  included in the Idle
     Assets,  having a replacement  cost  endorsement  in the amount of the full
     replacement  cost of the  Improvements  and naming  Seller as an additional
     insured; and

          (iii) collision  insurance upon the Rolling Stock included in the Idle
     Assets,  having a replacement  cost  endorsement  in the amount of the full
     replacement  cost of the Rolling  Stock and naming  Seller as an additional
     insured.

4.6. Possession

     (a) Possession of the Terminal  Property shall be delivered to Buyer at the
time of Closing in the condition provided hereinafter by delivery of the keys to
the Improvements on each Tract and the Deeds and the Bill of Sale.

     (b) Possession of the Rolling Stock shall be delivered by surrendering  the
Rolling Stock at any Tract or at any other location satisfactory to Buyer.

     (c) Nothing herein is intended to prevent earlier delivery of possession of
any Property pursuant to a lease between Seller and Buyer that has been approved
by the Court, if such approval is required, or pursuant to Section 4.5.

            5. Representations and Warranties of Seller; Disclaimers

     As a  material  inducement  to Buyer to enter into this  Agreement,  Seller
represents  and warrants to Buyer as of the Effective Date and as of the Closing
Date  (except  where such  representation  or  warranty is made as of a specific
date) as follows:

5.1. Seller

     (a) With respect to MPI, MPI is a corporation duly incorporated and validly
existing under the laws of the  Commonwealth  of  Pennsylvania.  With respect to
MSI, MSI is a corporation duly  incorporated and validly existing under the laws
of the State of Delaware. With respect to the Subsidiaries, each Subsidiary is a
corporation  duly  incorporated  and  validly  existing  under  the  laws of its
jurisdiction of  incorporation.  Subject to the entry of the Order, MSI, MPI and
each  Subsidiary  has all  necessary  corporate  power and  authority to own its
respective properties, to carry on its respective business and to enter into and
perform its  respective  obligations  under this  Agreement and the  Transaction
Documents.

     (b) Subject to the entry of the Order:

          (i) The execution and delivery of this Agreement by Seller do not, and
     the performance of this Agreement and the  Transaction  Documents by Seller
     will not,  require any consent,  approval,  authorization  or permit of, or
     filing with or notification  to, any  governmental  authority,  domestic or
     foreign, or of any other Person except approvals of the Court; and

          (ii)  This  Agreement   constitutes  the  legal,   valid  and  binding
     obligation of Seller  enforceable  against  Seller in  accordance  with its
     terms.

     (c) Except (i) the Chapter 11 Case and (ii) the  litigation  threatened  by
the International  Brotherhood of Teamsters,  AFL-CIO, by letter to Seller dated
July 16,  2001, a copy of which letter  previously  has been  provided to Buyer,
there is no pending or, to Seller's  knowledge,  threatened action or proceeding
affecting Seller or any of its subsidiaries before any governmental authority or
arbitrator  which could  reasonably  be expected to materially  impair  Seller's
ability to perform its obligations under this Agreement.

5.2. Terminal Property

     (a)  Seller  hereby  specifically  disclaims  any  warranty,  guaranty,  or
representation,  oral or  written,  past,  present,  or  future  of,  as to,  or
concerning the nature and condition of the Terminal Real Property, including the
water, soil, and geology,  and the suitability  thereof and of the Terminal Real
Property  for any and all  activities  and uses which Buyer may elect to conduct
thereon, except as expressly provided herein.

     (b) Buyer  acknowledges that it is being given a sufficient  opportunity to
inspect the Terminal  Property,  Buyer will rely solely on its own investigation
of the Terminal Property and financial analysis of the revenue and expenses that
may be received or incurred in arriving at its decision to purchase the Terminal
Property  and that Buyer is  purchasing  the  Terminal  Property  in its present
condition,  "as is, where is";  and Seller has no  obligation  to construct  any
improvements  thereon,  or to  perform  any other  act  regarding  the  Terminal
Property, except as expressly provided herein.

     (c) Any factual  information such as Tract dimensions,  square footage,  or
sketches  shown to Buyer  or set  forth  herein  are or may be  approximate.  No
liability for any  inaccuracies,  errors or omissions is assumed by Seller,  the
broker or other agents.

     (d) Proper  inspection of the Terminal  Property by qualified experts is an
absolute  necessity  to  determine  whether  or not  there  are any  current  or
potential  environmental  concerns relating to the Terminal Property.  Seller in
this  transaction  has not made, nor will it make, any  representations,  either
expressed  or implied,  regarding  the  existence or  non-existence  of any such
environmental  concerns  in,  on or  around  the  Terminal  Property  except  as
expressly  provided herein.  Problems  involving  environmental  concerns can be
extremely costly to correct. It is the responsibility of Buyer to conduct at its
own expense such  investigations of the environmental  condition of the Terminal
Property as it may desire.

     (e) The  Terminal  Property  shall be  conveyed  subject  to the  Permitted
Encumbrances.  Seller shall under no  circumstances  be deemed to have made, and
Seller hereby expressly disclaims,  any representation or warranty not expressly
set forth  herein,  either  express or  implied,  as to any  matter  whatsoever,
including  the  condition of the Terminal  Property and each part  thereof,  any
environmental  condition  with respect to the Terminal  Property,  including the
presence  of any  hazardous  substance  or material  or any other  pollutant  or
contaminant in or under the Assets (collectively,  "Hazardous Substances"),  and
the adequacy,  suitability or fitness for any particular purpose of the Terminal
Property or any part thereof.

     Buyer  agrees  that  the  TERMINAL  Property  is  being  and  will  be sold
unconditionally and "as is," "where is," "with all faults."

5.3. Rolling Stock

     With respect to the Rolling Stock, and subject to the entry of the Order:

     (a) Seller is the sole and exclusive  legal and equitable owner of, and has
title  to all of the  Rolling  Stock,  free  and  clear  of any  lien,  security
interest,  claim or  encumbrance  of any kind.  At and as of the  Closing  Date,
Seller  will have the right to sell,  convey,  transfer,  assign and  deliver to
Buyer the Rolling Stock.

     (b) Buyer  acknowledges that it is being given a sufficient  opportunity to
inspect the Rolling Stock and all  maintenance and inspection  records  relevant
thereto,  Buyer will rely solely on its own  investigation  of the Rolling Stock
and  financial  analysis  of the revenue  and  expenses  that may be received or
incurred  in arriving at its  decision  to purchase  the Rolling  Stock and that
Buyer is purchasing  the Rolling Stock in its present  condition,  "as is, where
is"; and Seller has no obligation to repair any part thereof,  or to perform any
other act regarding the Rolling Stock, except as expressly provided herein.

     Buyer   agrees  that  the   Rolling   Stock  is  being  and  will  be  sold
unconditionally and "as is," "where is," "with all faults."

5.4. Accounts

     Schedule D lists all of the Accounts maintained on the records of Seller as
of the Cut-Off Date. With respect to each such Account:

     (a) The  information  set forth on  Schedule D with  respect to the Account
(including aging  information and maturity) is, and all documents and agreements
relating to the Account  that have been  delivered to Buyer with respect to such
Account are, true and correct.

     (b) The  Account is  exclusively  owned by Seller and there is no  security
interest or lien in favor of any third party, or the recording or filing against
Seller,  as debtor,  covering or purporting to cover any interest of any kind in
any Account,  except as has been or will be released by each party  holding such
adverse  interest in the  Account  pursuant  to the Order.  Upon  payment of the
Purchase  Price,  all right,  title and interest of Seller with respect  thereto
shall be vested in Buyer, free and clear of any lien,  security interest,  claim
or encumbrance of any kind.

     (c) The  purchased  Account (i) is payable,  in an amount not less than its
face amount, by the Account Debtor identified by Seller as being obligated to do
so, (ii) is based on an actual,  bona fide and lawful  rendition  of services or
sale of  goods to the  Account  Debtor  by  Seller  in the  ordinary  course  of
business,  and all such goods or  services  have been  lawfully  transferred  or
delivered,  (iii) is  denominated  and  payable  only in lawful  currency of the
United States, (iv) is an "account" within the meaning of the Uniform Commercial
Code of the State of Delaware,  and (v) is not  evidenced by any  instrument  or
chattel  paper.  There is no payor other than the Account  Debtor  identified by
Seller as the payor primarily liable on any purchased Account.

     (d) Seller does not have any guaranty of, letter of credit providing credit
support for, or collateral  security for, the purchased Account,  other than any
such guaranty,  letter of credit or collateral  security as has been assigned to
Buyer,  and any such  guaranty,  letter of credit or collateral  security is not
subject to any lien in favor of any other person.

     (e) The contract or other  document  obligating  an Account  Debtor to make
payment with respect to the purchased Account (i) does not contain any provision
prohibiting  the transfer,  sale or assignment of such payment  obligation  from
Seller to Buyer or any further assignment by Buyer to a third party or requiring
the consent of the Account Debtor to any such transfer, sale or assignment, (ii)
has been duly authorized and, together, with the purchased Account,  constitutes
the legal, valid and binding obligation of the Account Debtor in accordance with
its terms,  (iii)  together  with the  applicable  purchased  Account,  does not
contravene in any material  respect any  requirement of law applicable  thereto,
and (iv) is in full  force and  effect  and  applicable  to the  Account  Debtor
insofar as it obligates  the Account  Debtor to make payment with respect to the
Account.

     (f) The  representations,  warranties and statements  made by Seller in the
Transaction  Documents,   any  financial  information  with  respect  to  Seller
delivered to Buyer or any other related documents,  including any description of
the  purchased  Account,  remain  true and correct and do not contain any untrue
statement of material fact nor omit to state a material  fact  necessary to make
the statements made therein not misleading.

     (g) The Account is evidenced  by an invoice or  invoices,  and each invoice
relating  to an  Account  is and on the  Closing  Date will be in full force and
effect and represents and will represent a legal,  valid and binding  obligation
enforceable by the Seller and its assignees in accordance with its terms.

     (h) The Account  Debtor  with  respect to each  Account is a United  States
resident,  is not an affiliate of Seller,  is not a government or a governmental
subdivision  or agency or  instrumentality  and is not subject to any insolvency
proceeding.

     (i)  During  the six  months  prior  to the  Closing  Date  Seller  has not
initiated any programs or procedures that alter its collection  practices in any
material  respect,  including  the  provision of discounts if an entire  Account
balance is paid off in full.

     (j) Seller and its agents and employees  have complied with all  applicable
laws,  rules,  and  regulations  with respect to the creation of the Accounts or
their  transfer  or  assignment  to Buyer or with  respect  to the  transfer  of
information, including all privacy laws, rules and regulations.

     (k) The Accounts are not the subject of any  asserted  dispute  (whether or
not in writing), offset, hold back defense, adverse claim or other claim.

     (l) The Accounts are not subject to any contingent performance requirements
of the Seller.

     (m) None of the  Accounts has been  referred to a  collection  agency or an
attorney or a third party for collection.

     (n) The Accounts were  originated in material  compliance with the Seller's
credit and collection policies in force at the time the Accounts were created.

     (o) The  Accounts  have not  been  modified  or  restructured  since  their
creation.

     (p) The Seller has not established any offset arrangements with any Account
Debtors with respect to the Accounts.

     (q) The Accounts do not represent  any amounts owing by any Account  Debtor
in respect of sales taxes, interest, late charges, or similar items.

     Buyer's  purchase  of the  Accounts  shall be wholly  without  recourse  to
Seller,  except as provided in Section 2.4 of this  Agreement.  No  provision of
this  Agreement  shall be deemed  to  constitute  a  guaranty  by Seller  that a
purchased Account will be collected by Buyer.

5.5. Environmental Matters

     (a) For purposes of this Agreement:

          (i)   "Onsite   Environmental   Liability"   means   any   obligation,
     responsibility,   liability,  cost  or  expense  (whether  known,  unknown,
     liquidated or unliquidated,  absolute or contingent) relating to or arising
     from:

               (A) any violation of, or  noncompliance  with, any  Environmental
          Requirements associated with the ownership or operation of the Assets;
          or

               (B) any wastes, petroleum,  Hazardous Substances or contamination
          at, in, on, under, or emanating or migrating from or onto the Assets.

          (ii)  "Environmental   Requirements"   means,  for  purposes  of  this
     Agreement,  all federal,  state,  local and foreign statutes,  regulations,
     ordinances  and other  provisions  having  the force or effect of law,  all
     judicial and administrative  orders and determinations,  and all common law
     concerning pollution or protection of the environment,  including all those
     relating to food or to the presence, use, production, generation, handling,
     transportation,   treatment,  storage,  disposal,  distribution,  labeling,
     testing,  processing,  discharge,  release, threatened release, control, or
     cleanup  of  any  hazardous  materials,   substances  or  wastes,  chemical
     substances  or  mixtures,  pesticides,   pollutants,   contaminants,  toxic
     chemicals,  petroleum  products or  byproducts,  asbestos,  polychlorinated
     biphenyls,   noise   or   radiation,   including   (A)  the   Comprehensive
     Environmental  Response,  Compensation  and Liability Act of 1980,  (B) the
     Resource Conservation and Recovery Act, 42 U.S.C. ss.ss. 6901, et seq., and
     (C) the Solid Waste Disposal Act.

     (b) Buyer  acknowledges and agrees that as of the Closing Date, Buyer shall
have no claim or recourse against Seller in respect of any Onsite  Environmental
Liabilities.  Buyer shall not, however, assume any responsibility for any Onsite
Environmental  Liabilities  of Seller,  nor shall Buyer have any  obligation  to
indemnify or hold harmless Seller in respect thereof.

     (c) To the fullest  extent  permitted by the terms of any insurance  policy
maintained by Seller or any  predecessor,  Buyer shall have the right at its own
expense  to seek  coverage  from the  relevant  carrier  in the  event  that any
applicable Environmental Requirements impose any obligation or responsibility on
Buyer for any Onsite Environmental Liability, other than an Onsite Environmental
Liability caused by Buyer, or environmental  claims arising from the shipment or
migration of Hazardous  Substances from any of the Tracts.  At Buyer's  request,
Seller  shall  file a notice of claim and  provide  such  other  assistance  and
information as may be reasonably necessary for Buyer to make such a claim.

     (d) To Seller's  knowledge,  it is in compliance  in all material  respects
with the  provisions  of all licenses and permits held by Seller that pertain to
the  Environmental  Requirements  applicable  to each Tract and has  received no
notices of violation or similar notice or any claim from any person with respect
to any material Environmental  Requirements applicable to any Tracts; and Seller
is  not  subject  to  any  litigation,  order  or  decree  with  respect  to the
Environmental Requirements applicable to any Tract.

                             6. Expenses; No Broker

6.1. Expenses of the Parties

     (a) Buyer shall pay for recording  the Deeds,  for filing any UCC Statement
and for all  searches,  surveys,  title  insurance  and other  conveyancing  and
closing expenses. The real estate transfer taxes, if any, will be paid by Buyer.

     (b) Each party shall pay its own legal fees.

     (c) Seller shall pay the fees of the Deposit Escrow Agent.  Buyer shall pay
the fees of the Holdback Escrow Agent and the fees of the Putback Referee to the
extent that such fees relate to the service of the Putback Referee under Section
2.4 of this Agreement.

     (d)  Seller  will  cooperate  with  Buyer to have the  benefits  of Section
1146(c) of the Bankruptcy Code apply to the transfer to the extent  permitted by
law.

6.2. No Broker

     The parties warrant to each other that neither has dealt with any broker or
other  intermediary with respect to this transaction in any manner,  which would
create a right to a commission  except that Seller shall be responsible  for any
fees due Raymond James in connection with the sale of the Assets.  If any broker
or other intermediary  claims a commission or other compensation with respect to
this transaction, the party alleged to have created the right to such commission
or compensation  shall be responsible  for defending  against such commission or
compensation  claim(s) and shall indemnify and hold the other party harmless of,
from,  and with  respect to, any such  claim(s),  including  the cost of defense
thereof.

                             7. Covenants of Seller

7.1. Operations Prior to Closing

     Between the Effective Date and the Closing Date:

     (a) Except for the Terminal Property to be operated by Buyer as provided in
Section  4.5,  Seller  shall  maintain  the Assets in their  present  condition,
reasonable wear and tear and damage by casualty excepted;

     (b) Seller will  promptly  deliver  notice to Buyer of all actions,  suits,
claims and other  proceedings  affecting  the Assets or the use,  possession  or
occupancy thereof;

     (c) Seller will not convey any  portion of the Assets or remove,  or permit
to be removed,  any portion of the Terminal  Personal  Property  from the Tracts
except as required in the  ordinary  course of  operation of the Assets and will
not enter into, make, grant or suffer any mortgage,  lien,  encumbrance,  lease,
license,  franchise,  concession or other occupancy agreement for any portion of
the Assets,  any  easement,  right of way,  covenant or  restriction  on or with
respect to the Assets or any  portion  thereof,  or any  management,  service or
other agreement affecting the Assets; and

     (d) Seller will continue to collect the Accounts in the ordinary  course of
business.

7.2. Covenants as to Accounts

     (a)  During  the period  commencing  on August  11,  2001 and ending on the
Closing Date, Seller:

          (i) Will use its best  efforts,  in the  ordinary  course of  business
     consistent  with  Seller's  past  practice  with  respect  to its  Accounts
     Receivable,  to collect payment on the Accounts  pursuant to Section 2.3(b)
     and provide Buyer with information as to Accounts on a weekly basis;

          (ii)  Will  not  grant  to any  Account  Debtor  any  discount,  other
     reduction of obligation,  modification or  restructuring  without the prior
     written consent of Buyer; and

          (iii) Will not refer any Account to a collection agency or an attorney
     or a third party for collection without the prior written consent of Buyer.

     (b) Seller covenants and agrees with Buyer that:

          (i) Seller will advise Buyer promptly and in reasonable  detail of (A)
     any lien or claim asserted  against any of the Accounts and known to Seller
     or  (B)  the   occurrence   of  any   breach   by  Seller  of  any  of  its
     representations,  warranties or covenants in this Agreement relating to the
     Accounts;

          (ii)  Seller  shall  execute  (if  required)  and file such  financing
     statements and other documents  reasonably  requested by Buyer or which may
     be required by law to fully  preserve and protect the interests of Buyer in
     and to the Accounts following the Closing;

          (iii) Seller shall cooperate with Buyer to effect an orderly  transfer
     of the  Accounts  from Seller to Buyer and the  servicing  thereof,  and at
     Buyer's  request  will send a letter  to each  Account  Debtor,  reasonably
     satisfactory  to  Buyer,  advising  the  Account  Debtor of the sale of the
     Account; and

          (iv) If Buyer files a legal  action to collect on an  Account,  Seller
     will fully cooperate with Buyer with respect to such action.

7.3. Certain Equipment

     Seller  shall use its best  efforts  to  deliver  to Buyer,  as part of the
Assets and without further adjustment to the Purchase Price, not more than three
lengths of hose per trailer  included in the Rolling  Stock.  In the  reasonable
discretion  of Seller,  possession  of such hoses may be  delivered  to Buyer by
including such hoses in the Rolling Stock  delivered to Buyer in accordance with
Section  4.6(b) or by making such hoses  available  to Buyer at any  facility of
Seller.

7.4. Right of First Refusal

     (a) When and if Seller  determines  to sell all or any part of its Accounts
Receivable created subsequent to the Cut-Off Date (the "Additional Accounts") or
receives a bona fide offer to purchase the Additional  Accounts from a person or
entity  other than Buyer,  Seller  shall  deliver  written  notice to Buyer (the
"Accounts Offer"),  specifying (i) the identity of the proposed purchaser of the
Additional Accounts (the "Accounts  Offeree");  (ii) the proposed cash and other
consideration  being offered for the  Additional  Accounts (the "Offer  Price");
(iii)  evidence  that the  Accounts  Offeree  is a bona  fide  purchaser  of the
Additional  Accounts and is ready,  willing and able to purchase the  Additional
Accounts  at the Offer  Price;  and (iv) all other terms and  conditions  of the
offer.  The  Accounts  Offer  shall  be  accompanied  by  a  complete  list,  in
substantially  the  same  form as  Schedule  D, of the  Additional  Accounts  in
existence on the date of the Accounts Offer. The Accounts Offer shall constitute
an irrevocable  offer by Seller to sell the Additional  Accounts to Buyer at the
Offer  Price and on the same  terms  and  conditions  as the  offer  made by the
Accounts Offeree.

     (b) Within 10 business  days  following  its receipt of the Accounts  Offer
(the  "Acceptance  Period"),  Buyer  may give  written  notice  to Seller of its
decision  to purchase  the  Additional  Accounts  (the  "Accounts  Acceptance"),
accompanied  by a deposit in an amount  equal to 10% of the Offer  Price,  which
shall be delivered to a neutral party reasonably  acceptable to Buyer and Seller
for deposit  into a federally  insured,  interest-bearing  escrow  account.  The
Accounts Acceptance shall be deemed to be an irrevocable  commitment to purchase
from Seller the Additional Accounts described in the Accounts Offer.

     (c) If Buyer does not give an  Accounts  Acceptance  during the  Acceptance
Period, or gives any notice expressly  declining the Accounts Offer,  Seller (i)
shall be under no obligation to sell any of the Additional Accounts to Buyer but
(ii) may sell the Additional  Accounts to the Accounts Offeree,  within a period
of six months from the date of the Accounts  Offer, at a price not less than the
Offer Price and on such other terms and  conditions as are no more  favorable to
the Accounts  Offeree than those specified in the Accounts Offer. If Seller does
not complete the sale of the Additional  Accounts within such six-month  period,
the  provisions  of this  Section  7.3  again  shall  apply,  and no sale of the
Additional Accounts shall be made otherwise than in accordance with the terms of
this Section 7.3.

     (d) The  closing  of the  purchase  of the  Additional  Accounts  by  Buyer
pursuant  to this  Section  7.3 shall take place on the date and at the time and
place as the  parties to the sale may agree,  but in no event later than 90 days
following the date of the Accounts Offer.

                         8. Due Diligence; Conditions.

8.1. Due Diligence

     (a) Buyer has until the date immediately  preceding the date of the hearing
before the Court on the Approval Motion (the "Due Diligence  Date"),  to inspect
the Assets, including with respect to the subjects covered by Section 4.3 above.
Buyer has the right to terminate  this  Agreement on or before the Due Diligence
Date. In such event,  the Deposit shall be returned to Buyer.  If Buyer does not
exercise its right to terminate  under this Section,  and the Court approves the
sale as described in Section 9, then the Closing  shall take place in accordance
with Section 3.

     (b) If any of the  conditions  set forth in Section 3.5 and  paragraph  (a)
above  has  not  been  achieved,  or if  the  results  thereof  are  not  wholly
satisfactory  to  Buyer  for any  reason,  or if  Buyer  determines  that any of
Seller's representations or warranties are untrue in any material respect, then,
in addition to any other legal or equitable  remedies  available to Buyer, Buyer
may cancel this Agreement,  in which case Escrow Agent shall refund the Deposit,
including  all  accrued  interest,  to Buyer,  whereupon  this  Agreement  shall
terminate  and the parties  hereto shall have no further  rights or  obligations
hereunder.

8.2. Inspection of Property

     Buyer,  its agents,  employees  and  contractors  shall have the right,  at
Buyer's risk and expense,  from time to time prior to the Due Diligence Date, to
inspect the Property, perform surveys, dig test holes, make engineering studies,
environmental  studies and perform  whatever other tests and  evaluations  Buyer
elects.

                           9. Court Approval of Sale

9.1. Court Approval Required

     Seller's  obligations to sell the Assets under this Agreement  shall not be
binding  on  Seller  until the Court  approves  the sale of the  Assets to Buyer
subsequent to the Auction  substantially on the terms of this Agreement  ("Court
Approval").  Subject to the satisfaction of the conditions set forth in Sections
3.5 and 8.1, Buyer's obligations to purchase the Assets on the terms and subject
to the conditions of this Agreement shall be binding on Buyer from and after the
Effective Date.

9.2. Motion to Court

     (a) Promptly after the Effective  Date,  Seller shall file with the Court a
motion  (the  "Approval  Motion")   requesting  that  the  Court  (i)  establish
procedures  for  the  sale of the  Assets  consistent  with  the  provisions  of
paragraph (b) below; and (ii) hold the 363 Hearing (as defined below) to approve
the  sale of the  Assets  pursuant  to this  Agreement.  Buyer  shall be given a
reasonable  opportunity  to review and comment on the  Approval  Motion,  Seller
shall give reasonable consideration to the comments of Buyer and its counsel and
such the Approval Motion shall be reasonably satisfactory to Buyer. Seller shall
use all  reasonable  efforts to obtain  approval of the  Approval  Motion by the
Court.

     (b) The Approval Motion shall:

          (i)  provide  that the sale of the Assets on the terms and  subject to
     the  conditions of this  Agreement and the sale of the Property (as defined
     in the Real  Estate  Purchase  Agreement)  on the terms and  subject to the
     conditions of the Real Estate  Purchase  Agreement shall be considered as a
     single transaction;

          (ii) provide  that any other bidder at the Auction (as defined  below)
     shall (A) pay an aggregate  purchase  price for the Assets and the Property
     (as  defined  in the  Real  Estate  Purchase  Agreement)  that is at  least
     $1,000,000  greater than the sum of the  Purchase  Price for the Assets and
     the Purchase  Price for the Property set forth in the Real Estate  Purchase
     Agreement,  with subsequent bid increments of $500,000; and (B) make a cash
     deposit equal to at least ten percent (10%) of the amount bid; and

          (iii) request  approval of (A) the payment by Seller to Buyer of a fee
     in an amount  equal to 3% of the  Purchase  Price  (the  "Topping  Fee") in
     accordance  with Section 9.4 in the event that Buyer is not the  successful
     bidder at the Auction and (B) the Escrow Agreement.

9.3. Auction; Hearing

     Upon approval by the Court of the Approval Motion,  Seller shall conduct an
auction sale (the  "Auction")  of the Assets,  followed as soon as  practicable,
consistent  with the procedures of the Court,  by a hearing  pursuant to Section
363 of the Bankruptcy Code (the "363 Hearing"), at which the Court will consider
whether to approve the sale of the Assets to the high bidder at the Auction.

9.4. Topping Fee

     If Buyer is not the  successful  bidder at the  Auction,  then  within  one
business day of the closing of the sale of the Assets to the successful  bidder,
Seller  shall  (a) pay to Buyer  the  Topping  Fee and (b)  return  to Buyer the
Deposit, together with interest accrued thereon.

                           10. Condemnation; Casualty

10.1. Terminal Property

     (a)  Should  any part of the  Terminal  Property  be taken  under  power of
eminent domain  between the date of this Agreement and the Closing Date,  Seller
shall  immediately  give written  notice  thereof to Buyer and within 30 days of
such notice Buyer,  at its option,  may terminate this Agreement with respect to
the Terminal Property by notice to Seller.  On such a termination,  the Purchase
Price  shall be  reduced  by an  amount  equal to the  value of such part of the
Terminal Property,  as mutually agreed by Seller and Buyer, and a portion of the
Deposit  shall be  returned  to Buyer and Buyer  shall  have no  further  rights
hereunder in such Terminal Property or in the condemnation  award. If Buyer does
not so  terminate  this  Agreement,  Seller shall credit to Buyer at Closing all
sums  theretofore  received by Seller on account of the  condemnation  award and
assign to Buyer,  Seller's right to any sums thereafter receivable on account of
such award.

     (b) If at any time after the date of this  Agreement  and prior to the date
of Closing any material portion of the Terminal  Property is lost,  destroyed or
damaged as a result of fire or any other cause whatsoever, Seller shall promptly
give written  notice  thereof to Buyer,  and Buyer shall have the right,  at its
sole option,  to terminate this Agreement with respect to such Terminal Property
by giving  Seller  written  notice of its intent to terminate  within 10 days of
Buyer's  receipt of the aforesaid  notice from Seller or other  discovery of the
loss, damage as destruction. On such a termination,  the Purchase Price shall be
reduced by an amount  equal to such part of the  Terminal  Property  as mutually
agreed by Seller  and Buyer,  and a pro rata  portion  of the  Deposit  shall be
returned  to Buyer and,  in such  event,  neither  party  shall have any further
liability or obligation  hereunder  with respect to such Terminal  Property.  If
Buyer does not  terminate  this  Agreement  with respect to such  Property,  the
proceeds of any insurance  paid to Seller at or prior to the time of Closing and
all unpaid  claims and rights in  connection  with  losses  shall be assigned to
Buyer at Closing  without in any manner  affecting the Purchase  Price.  Seller,
between the date of this  Agreement and the date of Closing,  shall maintain and
keep in full force and effect all  insurance  policies  presently  in force with
respect to the Assets.

10.2. Rolling Stock

     If at any time  after the date of this  Agreement  and prior to the date of
Closing any item or portion of the Rolling  Stock is lost,  destroyed or damaged
as a result of a motor  vehicle  accident or any other  casualty,  Seller  shall
promptly give written notice  thereof to Buyer,  and Buyer shall have the right,
at its sole option,  of excluding such item or portion of the Rolling Stock from
the Rolling  Stock to be conveyed  and  delivered at Closing,  by giving  Seller
written  notice of its intent to exclude  such item or portion  from the Rolling
Stock within 10 days of Buyer's receipt of the aforesaid notice from Seller.  In
such event,  the Purchase Price shall be reduced by an amount equal to the value
of the excluded  item as  determined by Seller and Buyer and neither party shall
have any further liability or obligation  hereunder with respect to such item or
portion of the Rolling  Stock.  If Buyer does not elect to exclude  such item or
portion of the Rolling Stock, the proceeds of any insurance paid to Seller at or
prior to the time of Closing and all unpaid claims and rights in connection with
losses shall be assigned to Buyer at Closing without in any manner affecting the
Purchase  Price.  Seller,  between  the date of this  Agreement  and the date of
Closing, shall maintain and keep in full force and effect all insurance policies
presently in force with respect to the Rolling Stock.

                                  11. Default

11.1. Default by Buyer

     Subject to the  provisions  of Section  9,  should  Buyer fail to close the
purchase of the Assets when  required  to do so  according  to the terms of this
Agreement through no fault or breach hereof on the part of Seller,  and provided
Seller shall be ready, willing and able to sell the Assets to Buyer on all terms
and conditions contained in this Agreement, then Seller may treat this Agreement
as  terminated  and  Seller  shall  thereupon  be  entitled  to the  Deposit  as
liquidated  damages,  it being  impractical  and extremely  difficult to fix the
actual  damages,  and the parties  mutually agree that this will be the sole and
exclusive  remedy of Seller.  Seller shall not seek or obtain any money or other
judgment  against Buyer or any disclosed or  undisclosed  principal,  officer or
employee  of Buyer,  or  against  the  assets or estate of Buyer,  or any of the
foregoing persons,  and Seller's sole recourse for payment of said amounts shall
be to the Deposit.

11.2. Default by Seller

     Subject to the  provisions of Section 9, should Seller be unable to or fail
to convey title to the Assets on the Closing Date according to the terms of this
Agreement,  or if Seller shall  otherwise be in breach of this  Agreement,  then
Buyer may treat this Agreement as  terminated,  in which event the Deposit shall
be forthwith  returned to Buyer. If Buyer elects not to terminate this Agreement
but to treat this  Agreement  as being in full force and  effect,  then  nothing
herein shall be construed  to prevent its  enforcement  by an action of specific
performance  or any other legal or equitable  remedies,  provided Buyer shall be
entitled to a credit  against the Purchase Price to the extent of any mortgages,
liens or other  encumbrances  affecting  the Assets  (other  than the  Permitted
Encumbrances)  caused by Seller  and not shown as a title  exception  on Buyer's
title commitment.

                                  12. Release

     Except as  provided  in Section  2.4 with  respect to  Putbacks,  as of the
Closing,  Buyer shall release and  discharge  Seller,  its officers,  directors,
employees, agents, consultants or counsel (each, a "Seller Party;" collectively,
the "Seller  Parties")  from any and all claims or causes of action which Buyer,
its officers, directors, employees or agents may have against any Seller Parties
arising  out of or  relating  to the  condition  of the  Assets,  including  the
environmental condition thereof; provided,  however, that such release shall not
prohibit or be  construed  to prohibit  Buyer from  joining any Seller  Party or
Seller Parties as third-party defendant(s), cross-defendant(s),  defendant(s) on
Buyer's counterclaim or otherwise in any proceedings brought by any Seller Party
or any third party  (specifically  including  any  governmental  agency or body)
arising out of or relating to the condition of the Assets.

                                13. Recordation

     Neither this Agreement nor any memorandum hereof shall be recorded.

                                   14. Merger

     Except as expressly provided in this Agreement, all of the representations,
warranties,  covenants and/or  agreements of Seller contained in this Agreement,
and all of Seller's  obligations to be performed  under the  provisions  hereof,
shall merge into the Deeds delivered to Buyer at Closing.

                                   15. Notice

     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 electronic  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 Seller or Buyer under this Agreement  shall be
delivered to Seller or Buyer 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:

i.  If to Seller, to:                       with a copy to:

      Matlack Systems, Inc.                 Baker, Donelson, Bearman &
                                                 Caldwell, P.C.
      One Rollins Plaza                     2200 Riverview Tower
      2200 Concord Pike                     900 South Gay Street
      Wilmington, DE  19803                 Knoxville, TN 37901
      Attention:  Mr. Patrick Bagley        Attention:  Robert F. Worthington,
                                                 Esq.
      Telephone:  302.426.2930              Telephone:  865.549.7000
      Facsimile:  302.426.3699              Facsimile: 865.525.8569

ii. If to Buyer, to:                        with a copy to:

      Quality Carriers, Inc.                Morgan, Lewis & Bockius LLP
      3802 Corporex Park Drive              1701 Market Street
      Tampa, FL  33619                      Philadelphia, PA 19103-2921
      Attention:  Robert Kasak, Esq.        Attention:  Peter S. Sartorius, Esq.
      Telephone:  1.800.282.2031 x7309      Telephone: 215.963.5466
      Facsimile:  813.630.9567              Facsimile: 1.877.432.9652

                             16. General Provisions

16.1. Governing Law

     This  Agreement  shall be governed by and construed in accordance  with the
internal  laws of the State of Delaware,  without  reference to conflicts of law
principles.

16.2. Construction and Interpretation of Agreement

     (a) The article and section headings in this Agreement are inserted for the
convenience  of the  parties  and in no way  alter,  modify,  amend,  limit,  or
restrict the contractual obligations of the parties.

     (b) 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.

     (c) Any  defined  term  used in the  plural  refers to all  members  of the
relevant  class,  and any defined term used in the singular refers to any one or
more of the members of the relevant class. The use of a pronoun of any gender is
applicable to all genders.

     (d) The terms  "herein,"  "hereof,"  "hereto,"  "hereunder" and other terms
similar to such terms refer to this  Agreement  as a whole and not merely to the
specific article, section,  paragraph or clause where such terms may appear, and
article,  section,  subsection,  schedule  and  exhibit  references  herein  are
references to articles,  sections and  subsections of and schedules and exhibits
to this Agreement, unless otherwise specified.

     (e)  The  term  "including"  means  "including,  but  not  limited  to"  or
"including",  the phrase "may not" is prohibitive  and not  permissive,  and the
word "or" is not exclusive.

     (f) Unless  otherwise  stated in this  Agreement,  in the  computation of a
period of time from a specified date to a later  specified date, the word "from"
means "from but  excluding"  and the words "to" and  "until"  each means "to and
including."

16.3. Non-Waiver

     No waiver or  waivers by any party of any  breach,  default,  liability  or
performance  by the other  party  shall be deemed or  construed  a waiver of any
other term, condition or liability or the breach or default thereof.  Failure on
the part of any party to  complain  of any action or inaction on the part of the
other party or to declare  the other  party in default,  no matter how long such
failure may continue, shall not be deemed to be a waiver by such party of any of
its rights hereunder.

16.4. Amendment

     This  Agreement  may not be changed other than by an instrument in writing,
signed by the party (or the  assignee  of a party,  to the extent  permitted  by
Section 16.6) if against which the enforcement of the change is sought.

16.5. Entire Agreement

     This  Agreement  constitutes  the  entire  agreement  between  the  parties
respecting  the subject  matter  hereof,  and in no event shall  either party be
charged with any covenant,  representation,  warranty,  guarantee,  indemnity or
other agreement,  except to the extent  expressly stated in this Agreement.  Any
and all Exhibits and the Rider  annexed to this  Agreement  are an integral part
hereof.

16.6. Assignment

     Buyer shall have the right to assign its rights under this  Agreement,  (a)
in respect of one or more of the Tracts  included in the  Terminal  Property and
the related Improvements and Terminal Personal Property,  to one or more persons
or  entities  engaged in the  business  of owning  and/or  operating  properties
similar to the  Terminal  Property  pursuant to  contractual  arrangements  with
Buyer; and (b) in respect of the Accounts, to any person engaged in the business
of purchasing  accounts  receivable (in each case, an "Assignee"),  in each case
upon written notice to Seller  executed by Buyer and Assignee  setting forth the
name and a brief description of Assignee and either the identity of the Tract or
Tracts  with  respect to which  Buyer is  assigning  its rights to Assignee or a
statement  that Buyer is  assigning  its rights with  respect to the Accounts to
Assignee.  From and after the  execution  of such  notice by Seller,  the notice
shall become incorporated into this Agreement and Assignee shall become bound by
this Agreement with respect to the Assets so assigned as if Assignee's name were
set  forth  in  place  of the  term  "Buyer;"  provided,  however,  that no such
assignment  shall relieve Buyer from its  obligations  hereunder.  Except as set
forth above,  this  Agreement  shall not be assigned  without the prior  written
consent of Seller and Buyer.

16.7. Binding Effect

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
respective  parties,   and  their  successors,   assigns,   heirs  and  personal
representatives, except as otherwise expressly provided herein.

16.8. Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original.


                       * Signatures appear on next page *


<PAGE>


                                   Signatures


     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of the parties hereto as of October 2, 2001.


                                                   MATLACK SYSTEMS, INC.,
                                                   a Delaware corporation

                                                   By: /s/ Patrick J. Bagley
                                                       ---------------------
                                                   Name: Patrick J. Bagley
                                                   Title: Vice President-Finance


                                                   QUALITY CARRIERS, INC.,
                                                   an Illinois corporation

                                                   By: /s/ Dennis Farnsworth
                                                       -------------------------
                                                   Name: Dennis Farnsworth
                                                  Title: Chief Financial Officer



<PAGE>
Exhibit 2(b)
                                                                  Execution Copy

                         Real Estate Purchase Agreement


     THIS REAL ESTATE PURCHASE  AGREEMENT (this  "Agreement") is entered into as
of July 27, 2001 (the "Effective Date") by and between Matlack Properties, Inc.,
f/k/a Super Service, Inc., a Pennsylvania  corporation  ("Seller"),  and Quality
Carriers, Inc., an Illinois corporation ("Buyer").

                                    Agreement

     In consideration of the mutual covenants contained herein, and intending to
be legally bound hereby, the parties agree as follows:

                       1. Agreement to Sell and Purchase

     On the terms and subject to the conditions of this Agreement, Seller hereby
agrees to sell and convey to Buyer,  and Buyer  hereby  agrees to purchase  from
Seller,  in  consideration  of the  payment of the  Purchase  Price  pursuant to
Section 2, all of Seller's  right,  title and  interest in and to the  following
(the "Property"):

     (a) those certain tracts or parcels of land described on Schedule A hereto,
as such descriptions may be modified pursuant to surveys to be obtained by Buyer
at Buyer's option and expense (each such tract or parcel,  a "Tract"),  together
with (i) all the buildings,  structures,  improvements  and fixtures  erected or
located  thereon  (the  "Improvements"),  (ii) any land  lying in the bed of any
highway,  street or road,  private or public,  open or proposed,  in front of or
abutting  or  adjoining  a Tract or any  portion  thereof,  to the  center  line
thereof, (iii) all damages, awards, claims and causes of action now or hereafter
payable or  assertable  with  respect to any of the  foregoing  by reason of any
exercise  of the power of eminent  domain,  any  change of grade of any  street,
road, highway, avenue or alley, or any damage,  destruction,  loss or removal of
any of the foregoing,  (iv) all licenses,  permits,  certificates  and approvals
issued by public  authorities  and  necessary  or useful for the current use and
occupancy  of each Tract or the  Improvements,  and (v) all  awards,  easements,
rights  of  way,  licenses,  covenants,   agreements,   strips,  gores,  rights,
privileges and appurtenances  which attach,  benefit,  relate or are incident to
each Tract or the Improvements (collectively, the "Real Property"); and

     (b) all machinery, equipment, furniture and other personal property located
at the Real Property, including those items identified on Schedule B hereto (the
"Personal Property").

                               2. Purchase Price

2.1. Purchase Price; Payment

     The purchase price to be paid for the Property shall be Three Million, Five
Hundred  Ninety-Seven  Thousand and 00/100 Dollars  ($3,597,000.00),  subject to
adjustment as provided in this Agreement (the  "Purchase  Price").  and shall be
paid as follows:

     (a) Upon execution of this Agreement,  Three Hundred  Fifty-Nine  Thousand,
Seven  Hundred  and  00/100  Dollars  ($359,700.00)  (the  "Deposit")  shall  be
deposited  by Buyer  with Chase  Manhattan  Trust  Company,  N.A.  (the  "Escrow
Agent"),  to be held in a major  money  market  escrow  account  pursuant to the
provisions of that certain Escrow  Agreement of even date herewith among Seller,
Buyer and Escrow Agent (the "Escrow  Agreement").  At the Closing,  the Deposit,
together with all interest earned thereon, shall be credited to Buyer on account
of the Purchase  Price.  As used herein,  the term "Deposit"  shall be deemed to
include all interest earned thereon.

     (b) At the  Closing,  Buyer  shall  deliver  to the  Escrow  Agent  by wire
transfer the balance of the Purchase Price, less the prorations, adjustments and
closing costs provided for in this Agreement.

2.2. Prepayments; Prorations

     Rentals,  water, sewer and other utility charges,  real property,  personal
property,  and other taxes, similar assessments,  and other prepaid expenses and
accruals  in respect of any part of the  Property,  applicable  to periods  both
prior to and after  Closing,  whether  paid before the  Closing  Date or payable
after the Closing Date, in any case such as are  customarily  prorated by buyers
and sellers of  property  similar to the  Property,  shall be prorated as of the
Closing Date. The estimated net amounts of such  prorations  shall be subtracted
from the cash  portion of the  Purchase  Price if Buyer is  entitled  to a debit
therefor,  or added to the  Purchase  Price if  Seller is  entitled  to a credit
therefor.  Buyer and Seller shall use their commercially reasonable best efforts
to  calculate  all  prorations  at or prior to the Closing  and, at or about the
Closing,  Seller and Buyer  shall take  readings or other  measurements  of gas,
water, electricity and other utilities. Absent manifest error, such readings and
measurements  shall  be  binding,  conclusive  and  used  for  purposes  of  the
apportionment provided herein.

2.3. Other Adjustments

     If the  parties  determine  that any part of the  Personal  Property is not
owned by Seller, such Personal Property shall be omitted from this Agreement and
the Purchase Price shall be adjusted accordingly.

                                   3. Closing

3.1. Time and Place of Closing

     The closing of the purchase and sale of the Property (the "Closing")  shall
take place on October 1, 2001 or as soon thereafter as practicable or such other
date as the  parties  agree in writing,  but in no event later than  October 31,
2001 (the  "Closing  Date").  The  Closing  shall take  place at the  offices of
Morgan,  Lewis  &  Bockius,  LLP,  counsel  to  Buyer,  at 1701  Market  Street,
Philadelphia,  PA 19103-2921, unless the parties agree in writing to a different
location for the Closing. Time is of the essence in this Agreement.

3.2. Seller's Closing Deliveries

     On the Closing Date, Seller shall deliver to Buyer the following:

     (a) With respect to the Real Property, Special Warranty Deeds duly executed
by Seller and acknowledged in recordable form, sufficient to vest in Buyer title
to the Real  Property  in  accordance  with  this  Agreement  (each,  a  "Deed";
collectively, the "Deeds");

     (b) A bill of sale or other  instrument  of  conveyance  duly  executed  by
Seller  sufficient to vest in Buyer title to the Personal Property in accordance
with this Agreement (the "Bill of Sale");

     (c) A copy of an Order (the "Order") in the case of Matlack  Systems,  Inc.
et al. (Case No. 01-01114(MFW))  (Jointly  Administered) (the "Chapter 11 Case")
in the  United  States  Bankruptcy  Court  for the  District  of  Delaware  (the
"Court"),   in  substantially  the  form  set  forth  in  the  Approval  Motion,
specifically  authorizing  the sale of the Property to Buyer in accordance  with
this  Agreement and  authorizing  the Trustee (if there is a Trustee or, if not,
the Debtor) to execute the Deeds,  the Bill of Sale, the  certificates of title,
the  Accounts  Receivable  Assignment  and  all  other  documents  necessary  to
consummate  the  Contemplated  Transactions   (collectively,   the  "Transaction
Documents");

     (d) Such additional  affidavits and certifications as the Title Company (as
hereinafter defined) shall require,  including  certificates necessary to delete
standard title insurance  exceptions  (including exception for mechanic's liens)
and any  documentation,  in a form reasonably  acceptable to Seller, as Buyer or
the Title Company  reasonably may deem necessary to effectuate the  transactions
contemplated by this Agreement (the "Contemplated Transactions"); and

     (e) Such additional documentation, in a form reasonably acceptable to Buyer
and  Seller,   as  Buyer   reasonably  may  deem  necessary  to  effectuate  the
Contemplated Transactions.

3.3. Buyer's Closing Deliveries

     On the Closing Date, Buyer shall deliver to Seller the following:

     (a) the Purchase  Price,  deposited  into the Escrow  Account in accordance
with Section 2.1; and

     (b) Such additional documentation, in a form reasonably acceptable to Buyer
and  Seller,   as  Seller  reasonably  may  deem  necessary  to  effectuate  the
Contemplated Transactions.

3.4. Conditions to Seller's Obligation

     Seller  shall have no duty to complete  the sale of the  Property and shall
have no liability  to Buyer under this  Agreement  unless each of the  following
conditions has been satisfied on or before the Closing Date, any of which may be
waived in whole or in part by Seller:

     (a) Buyer shall have delivered all of the items described in Section 3.3.

     (b) In accordance  with Section 8 of this  Agreement,  Court Approval shall
have been obtained on or before  October 31, 2001,  and the order granting Court
Approval shall not be subject to a stay pending appeal.

     (c) "Court  Approval," as defined in the Asset Purchase  Agreement dated as
of July 27, 2001 among Matlack Systems,  Inc., a Delaware  corporation  ("MSI"),
Seller and Buyer (the "Asset Purchase Agreement"), shall have been obtained with
respect to the sale to Buyer by Seller and MSI of the Assets identified  therein
and the  transactions  contemplated  thereby,  and Buyer shall be  obligated  to
effect a closing  with  respect  to such sale on the  terms and  subject  to the
conditions set forth in the Asset Purchase Agreement.

3.5. Conditions to Buyer's Obligations

     Buyer shall have no duty to complete the purchase of the Property and shall
have no liability to Seller under this  Agreement  unless each of the  following
conditions has been satisfied on or before the Closing Date, any of which may be
waived in whole or in part by Buyer:

     (a) Seller shall have delivered all of the items described in Section 3.2.

     (b) The  representations and warranties of Seller contained herein shall be
true and correct in all  material  respects  as of the  Closing  Date and Seller
shall have  performed and complied  with all  covenants  and  conditions of this
Agreement  on its part to be  performed  and  complied  with  prior to or on the
Closing Date, as the case may be.

     (c) Title  Company  shall be  prepared  to issue to Buyer an owner's  title
insurance  policy in the amount of the  Purchase  Price,  and shall  insure,  at
standard  regular rates,  that, as of the Closing Date, title to the Property is
marketable and subject to no exceptions or  reservations  other than as provided
in Section 4.2.

     (d)  Without  limiting  the  generality  of Section  7.1,  Buyer shall have
obtained by the Due Diligence Date results wholly  satisfactory  to Buyer of all
inspections   which   Buyer  may   perform,   including,   without   limitation,
environmental and engineering inspections,  test-borings, soil or surface and/or
subsurface  tests,  permits,  zoning and development  review,  and review of the
requirements of any  governmental  authority having  jurisdiction  over the Real
Property.  If the results of such  inspections  are not wholly  satisfactory  to
Buyer,  Buyer shall have the right to terminate  this  Agreement with respect to
such Tract. On such a termination, the Purchase Price shall adjusted in the same
manner as set forth in the last  sentence of Section  4.2(a).  If Buyer fails to
cause the  Property to be so inspected  or timely to notify  Seller  whether the
inspection results are satisfactory,  Buyer's failure shall be deemed a decision
by Buyer that all such tests and results thereof are satisfactory.

     (e) The  Court  shall  have  approved  the  Approval  Motion  on or  before
September 30, 2001,  the 363 Hearing  shall have been held on or before  October
10, 2001, Court Approval shall have been obtained on or before October 31, 2001,
and the order  granting  Court  Approval  shall not be subject to a stay pending
appeal.

     (f) "Court  Approval," as defined in the Asset  Purchase  Agreement,  shall
have been  obtained  with  respect to the sale to Buyer by Seller and MSI of the
Assets identified therein and the transactions  contemplated thereby, and Seller
shall be  obligated  to effect a closing  with respect to such sale on the terms
and subject to the conditions set forth in the Asset Purchase Agreement.

                            4. Title and Possession

4.1. Permitted Encumbrances

     For purposes of this Agreement,  "Permitted  Encumbrances" means the liens,
mortgages,  security  interests,  encroachments,  boundary disputes,  covenants,
restrictions,  easements,  rights of way and  other  encumbrances  described  on
Schedule C to this Agreement.

4.2. Title to Terminal Property

     (a) Title to the  Property  shall be  conveyed by the Deeds and the Bill of
Sale and  shall be good and  marketable,  free and  clear of all  encroachments,
boundary disputes,  covenants,  restrictions,  easements,  rights of way, liens,
mortgages,  security  interests  and other  encumbrances  whatsoever,  including
municipal liens and assessments,  excluding (i) such liens, mortgages,  security
interests,  restrictions,  easements and encumbrances  presently of record which
will not, in Buyer's reasonable  judgment,  materially  interfere with or impair
Buyer's  intended use of the Property  consistent with Seller's past use thereof
or materially reduce the value of the Property; and (ii) Permitted Encumbrances.
At Closing,  such title to the Real  Property  shall be  insurable  by the Title
Company, at the Title Company's regular rates,  pursuant to a standard form ALTA
owner's form of policy, free of all exceptions, including exceptions for unfiled
mechanics',  materialmen's  or municipal  liens,  excepting  only the  Permitted
Encumbrances.  It is a condition  precedent  to Buyer's  obligation  to complete
Closing that such policy, upon Buyer's payment of the premium therefor, shall be
issued at Closing. If such policy is not issued at Closing, Buyer shall have the
right,  inter alia, to terminate this  Agreement.  With respect to any Tract, if
Seller is unable to give good and marketable  title and such as shall be insured
by the Title Company in the manner set forth above,  Buyer shall have the option
of taking  such  title to such  Tract as Seller can give  without  abatement  of
Purchase Price, or of terminating  this Agreement with respect to such Tract. On
such a  termination,  the Purchase  Price shall be reduced by an amount equal to
the value of such part of the Property,  as mutually  agreed by Seller and Buyer
and a pro rata portion of the Deposit shall be returned to Buyer; Buyer shall be
have no further rights hereunder in such Terminal  Property;  and this Agreement
shall be and become null and void as to such Terminal Property.

     (b) Buyer shall, at its expense, have the right to order a title commitment
or title  commitments from a reputable title insurance company of Buyer's choice
("Title  Company")  and surveys of each Tract from  surveyors of Buyer's  choice
licensed in the state in which each Tract is located. Buyer shall have until the
date  which is one day before  the date of the  hearing  before the Court on the
Approval  Motion (as  defined  below) to notify  Seller in writing of either (i)
Buyer's approval of survey and title matters  appearing  therein,  including the
location of such Tract, boundaries, legal description,  easements, restrictions,
encroachments, and rights of way, or (ii) Buyer's objections to survey and title
matters  appearing  therein.  If  Seller is  unwilling  or unable to cure any of
Buyer's  objections  to title or survey with  respect to any Tract,  Buyer shall
have the right to terminate  this  Agreement as to such Tract by giving  written
notice to Buyer,  in which case this Agreement  shall become null and void as to
such Tract,  and the Purchase  Price shall be adjusted in the same manner as set
forth in the last sentence of Section 4.2(a).

     (c) Buyer shall,  at its expense,  have the right to have the Title Company
update the title commitment or title commitments from time to time, including as
of the Closing  Date,  and Buyer shall have the same rights with  respect to new
matters  contained  therein as Buyer has with respect to the  preliminary  title
commitment or title commitments.

4.3. Possession

     Possession  of the  Property  shall  be  delivered  to Buyer at the time of
Closing in the  condition  provided  hereinafter  by delivery of the keys to the
Improvements on each Tract and the Deeds and the Bill of Sale.

                 5. Representations and Warranties; Disclaimer

     As a  material  inducement  to Buyer to enter into this  Agreement,  Seller
represents  and warrants to Buyer as of the Effective Date and as of the Closing
Date  (except  where such  representation  or  warranty is made as of a specific
date) as follows:

5.1. Seller

     (a) Seller is a corporation  duly  incorporated  and validly existing under
the laws of the Commonwealth of Pennsylvania. Subject to the entry of the Order,
Seller has all necessary corporate power and authority to own its properties, to
carry on its business and to enter into and perform its  obligations  under this
Agreement and the Transaction Documents.

     (b) Subject to the entry of the Order:

          (i) The execution and delivery of this Agreement by Seller do not, and
     the performance of this Agreement and the  Transaction  Documents by Seller
     will not,  require any consent,  approval,  authorization  or permit of, or
     filing with or notification  to, any  governmental  authority,  domestic or
     foreign, or of any other Person except approvals of the Court; and

          (ii)  This  Agreement   constitutes  the  legal,   valid  and  binding
     obligation of Seller  enforceable  against  Seller in  accordance  with its
     terms.

     (c) Except (i) the Chapter 11 Case and (ii) the  litigation  threatened  by
the International Brotherhood of Teamsters, AFL-CIO, by letter to MSI dated July
16, 2001, a copy of which letter previously has been provided to Buyer, there is
no pending or, to Seller's knowledge,  threatened action or proceeding affecting
Seller  or  any  of  its  subsidiaries  before  any  governmental  authority  or
arbitrator  which could  reasonably  be expected to materially  impair  Seller's
ability to perform its obligations under this Agreement.

5.2. Terminal Property

     (a)  Seller  hereby  specifically  disclaims  any  warranty,  guaranty,  or
representation,  oral or  written,  past,  present,  or  future  of,  as to,  or
concerning the nature and condition of the Real  Property,  including the water,
soil, and geology,  and the suitability thereof and of the Real Property for any
and all activities and uses which Buyer may elect to conduct thereon,  except as
expressly provided herein.

     (b) Buyer  acknowledges that it is being given a sufficient  opportunity to
inspect the  Property,  Buyer will rely solely on its own  investigation  of the
Property and financial analysis of the revenue and expenses that may be received
or incurred in arriving at its  decision to purchase the Property and that Buyer
is  purchasing  the  Property in its present  condition,  "as is, where is"; and
Seller has no obligation to construct any  improvements  thereon,  or to perform
any other act regarding the Property, except as expressly provided herein.

     (c) Any factual  information such as Tract dimensions,  square footage,  or
sketches  shown to Buyer  or set  forth  herein  are or may be  approximate.  No
liability for any  inaccuracies,  errors or omissions is assumed by Seller,  the
broker or other agents.

     (d) Proper  inspection of the Property by qualified  experts is an absolute
necessity  to  determine  whether  or not there  are any  current  or  potential
environmental concerns relating to the Property.  Seller in this transaction has
not made, nor will it make, any  representations,  either  expressed or implied,
regarding the existence or non-existence of any such environmental  concerns in,
on or  around  the  Property  except  as  expressly  provided  herein.  Problems
involving  environmental  concerns can be extremely costly to correct. It is the
responsibility of Buyer to conduct at its own expense such investigations of the
environmental condition of the Property as it may desire.

     (e) The Property shall be conveyed  subject to the Permitted  Encumbrances.
Seller shall under no  circumstances  be deemed to have made,  and Seller hereby
expressly  disclaims,  any  representation  or warranty not  expressly set forth
herein,  either express or implied,  as to any matter whatsoever,  including the
condition of the Property and each part  thereof,  any  environmental  condition
with respect to the Property,  including the presence of any hazardous substance
or material  or any other  pollutant  or  contaminant  in or under the  Property
(collectively, "Hazardous Substances"), and the adequacy, suitability or fitness
for any particular purpose of the Property or any part thereof.

     Buyer  agrees that the  Property is being and will be sold  unconditionally
and "as is," "where is," "with all faults."

5.3. Environmental Matters

     (a) For purposes of this Agreement:

          (i)   "Onsite   Environmental   Liability"   means   any   obligation,
     responsibility,   liability,  cost  or  expense  (whether  known,  unknown,
     liquidated or unliquidated,  absolute or contingent) relating to or arising
     from:

               (A) any violation of, or  noncompliance  with, any  Environmental
          Requirements  associated  with  the  ownership  or  operation  of  the
          Property; or

               (B) any wastes, petroleum,  Hazardous Substances or contamination
          at,  in,  on,  under,  or  emanating  or  migrating  from or onto  the
          Property.

          (ii)  "Environmental   Requirements"   means,  for  purposes  of  this
     Agreement,  all federal,  state,  local and foreign statutes,  regulations,
     ordinances  and other  provisions  having  the force or effect of law,  all
     judicial and administrative  orders and determinations,  and all common law
     concerning pollution or protection of the environment,  including all those
     relating to food or to the presence, use, production, generation, handling,
     transportation,   treatment,  storage,  disposal,  distribution,  labeling,
     testing,  processing,  discharge,  release, threatened release, control, or
     cleanup  of  any  hazardous  materials,   substances  or  wastes,  chemical
     substances  or  mixtures,  pesticides,   pollutants,   contaminants,  toxic
     chemicals,  petroleum  products or  byproducts,  asbestos,  polychlorinated
     biphenyls,   noise   or   radiation,   including   (A)  the   Comprehensive
     Environmental  Response,  Compensation  and Liability Act of 1980,  (B) the
     Resource Conservation and Recovery Act, 42 U.S.C. ss.ss. 6901, et seq., and
     (C) the Solid Waste Disposal Act.

     (b) Buyer  acknowledges and agrees that as of the Closing Date, Buyer shall
have no claim or recourse against Seller in respect of any Onsite  Environmental
Liabilities.  Buyer shall not, however, assume any responsibility for any Onsite
Environmental  Liabilities  of Seller,  nor shall Buyer have any  obligation  to
indemnify or hold harmless Seller in respect thereof.

     (c) To the fullest  extent  permitted by the terms of any insurance  policy
maintained by Seller or any  predecessor,  Buyer shall have the right at its own
expense  to seek  coverage  from the  relevant  carrier  in the  event  that any
applicable Environmental Requirements impose any obligation or responsibility on
Buyer for any Onsite Environmental Liability, other than an Onsite Environmental
Liability caused by Buyer, or environmental  claims arising from the shipment or
migration of Hazardous  Substances from any of the Tracts.  At Buyer's  request,
Seller  shall  file a notice of claim and  provide  such  other  assistance  and
information as may be reasonably necessary for Buyer to make such a claim.

     (d) To Seller's  knowledge,  it is in compliance  in all material  respects
with the  provisions  of all licenses and permits held by Seller that pertain to
the  Environmental  Requirements  applicable  to each Tract and has  received no
notices of violation or similar notice or any claim from any person with respect
to any material Environmental  Requirements applicable to any Tracts; and Seller
is  not  subject  to  any  litigation,  order  or  decree  with  respect  to the
Environmental Requirements applicable to any Tract.

                                  6. Covenants

6.1. Expenses of the Parties

     Buyer  shall pay for  recording  the Deeds and for all  searches,  surveys,
title insurance and other  conveyancing  and closing  expenses.  The real estate
transfer  taxes,  if any,  will be paid by Buyer.  Each party  shall pay its own
legal fees. Seller shall pay the fees of the Escrow Agent. Seller will cooperate
with Buyer to have the benefits of Section  1146(c) of the Bankruptcy Code apply
to the transfer to the extent permitted by law.

6.2. No Broker

     The parties warrant to each other that neither has dealt with any broker or
other  intermediary  with respect to this  transaction in any manner which would
create a right to a commission,  except that Seller shall be responsible for any
fees due Raymond James or Keen  Consultants  in connection  with the sale of the
Property.  If any  broker or other  intermediary  claims a  commission  or other
compensation with respect to this transaction, the party alleged to have created
the right to such commission or compensation  shall be responsible for defending
against such  commission or  compensation  claim(s) and shall indemnify and hold
the other party  harmless  of,  from,  and with  respect to, any such  claim(s),
including the cost of defense thereof.

6.3. Operations Prior to Closing

     Between the date of this Agreement and the Closing Date:

     (a) Subject to Section 4.5 of the Asset  Purchase  Agreement,  Seller shall
maintain the  Property in its present  condition,  reasonable  wear and tear and
damage by casualty excepted.

     (b) Seller will  promptly  deliver  notice to Buyer of all actions,  suits,
claims and other  proceedings  affecting the Property or the use,  possession or
occupancy thereof.

     (c) Seller will not convey any portion of any Tract or remove, or permit to
be  removed,  any  portion of the  Personal  Property  from any Tract  except as
required in the ordinary  course of operation of the Property and will not enter
into, make, grant or suffer any mortgage,  lien,  encumbrance,  lease,  license,
franchise,  concession  or other  occupancy  agreement  for any  portion  of the
Property, any easement, right of way, covenant or restriction on or with respect
to the  Property or any portion  thereof,  or any  management,  service or other
agreement affecting the Property.

                                7. Due Diligence

7.1. Due Diligence

     (a) Buyer has until the date immediately  preceding the date of the hearing
before the Court on the Approval Motion (the "Due Diligence  Date"),  to inspect
the  Property,  including  with respect to the  subjects  covered by Section 4.2
above.  Buyer has the right to  terminate  this  Agreement  on or before the Due
Diligence Date. In such event,  the Deposit shall be returned to Buyer. If Buyer
does not  exercise  its right to  terminate  under this  Section,  and the Court
approves the sale as  described in Section 8, then the Closing  shall take place
in accordance with Section 2.3.

     (b) If any of the  conditions  set forth in Section  3.5 or  paragraph  (a)
above has not been  achieved or waived by Buyer,  or if the results  thereof are
not wholly satisfactory to Buyer consistent with the terms of this Agreement, or
if Buyer determines that any of the Seller's  representations  or warranties are
untrue,  then, in addition to any other legal or equitable remedies available to
Buyer, Buyer may cancel this Agreement,  in which case Escrow Agent shall refund
the Deposit,  including all accrued interest, to Buyer, whereupon this Agreement
shall  terminate  and the  parties  hereto  shall  have  no  further  rights  or
obligations hereunder.

7.2. Inspection of Property

     Buyer,  its agents,  employees  and  contractors  shall have the right,  at
Buyer's risk and expense,  from time to time prior to the Due Diligence Date, to
inspect the Property, perform surveys, dig test holes, make engineering studies,
environmental  studies and perform  whatever other tests and  evaluations  Buyer
elects.

                           8. Court Approval of Sale

8.1. Court Approval Required

     Seller's obligations to sell the Property under this Agreement shall not be
binding on Seller  until the Court  approves  the sale of the  Property to Buyer
subsequent to the Auction  substantially on the terms of this Agreement  ("Court
Approval").  Subject to the satisfaction of the conditions set forth in Sections
3.5 and 7.1, Buyer's obligations to purchase the Assets on the terms and subject
to the conditions of this Agreement shall be binding on Buyer from and after the
Effective Date.

8.2. Motion to Court

     (a) Promptly after the Effective  Date,  Seller shall join with MSI to file
with the Court a motion (the "Approval  Motion")  requesting  that the Court (i)
establish procedures for the sale of the Property consistent with the provisions
of  paragraph  (b) below;  and (ii) hold the 363 Hearing  (as defined  below) to
approve  the sale of the  Property  pursuant to this  Agreement.  Buyer shall be
given a reasonable  opportunity  to review and comment on the  Approval  Motion,
Seller  shall give  reasonable  consideration  to the  comments of Buyer and its
counsel and such the Approval Motion shall be reasonably  satisfactory to Buyer.
Seller  shall use all  reasonable  efforts to obtain  approval  of the  Approval
Motion by the Court.

     (b) The Approval Motion shall:

          (i) provide  that the sale of the Property on the terms and subject to
     the  conditions  of this  Agreement and the sale of the Assets on the terms
     and subject to the  conditions  of the Asset  Purchase  Agreement  shall be
     considered as a single transaction;

          (ii) provide  that any other bidder at the Auction (as defined  below)
     shall (A) pay an aggregate  purchase  price for the Property and the Assets
     (as defined in the Asset Purchase  Agreement)  that is at least  $1,000,000
     greater  than  the  sum of the  Purchase  Price  for the  Property  and the
     Purchase  Price for the Assets set forth in the Asset  Purchase  Agreement,
     with  subsequent  bid  increments of $500,000;  and (B) make a cash deposit
     equal to at least ten percent (10%) of the amount bid; and

          (iii) request  approval of (A) the payment by Seller to Buyer of a fee
     in an amount  equal to 3% of the  Purchase  Price  (the  "Topping  Fee") in
     accordance  with Section 8.4 in the event that Buyer is not the  successful
     bidder at the Auction and (B) the Escrow Agreement.

8.3. Auction; Hearing

     Upon approval by the Court of the Approval Motion,  Seller shall conduct an
auction sale (the  "Auction") of the Property,  followed as soon as practicable,
consistent  with the procedures of the Court,  by a hearing  pursuant to Section
363 of the Bankruptcy Code (the "363 Hearing"), at which the Court will consider
whether to approve the sale of the Property to the high bidder at the Auction.

8.4. Topping Fee

     If Buyer is not the  successful  bidder at the  Auction,  then  within  one
business  day of the  closing  of the  sale of the  Property  to the  successful
bidder,  Seller  shall (a) pay to Buyer the  Topping Fee and (b) return to Buyer
the Deposit, together with interest accrued thereon.

                           9. Condemnation; Casualty

     (a) Should any part of the Property be taken under power of eminent  domain
between  the  date  of  this  Agreement  and  the  Closing  Date,  Seller  shall
immediately  give  written  notice  thereof  to Buyer and within 30 days of such
notice Buyer,  at its option,  may terminate  this Agreement with respect to the
Property by notice to Seller. On such a termination, the Purchase Price shall be
reduced  by an  amount  equal to the  value  of such  part of the  Property,  as
mutually  agreed by Seller and  Buyer,  and a portion  of the  Deposit  shall be
returned  to Buyer and Buyer  shall have no  further  rights  hereunder  in such
Property  or in the  condemnation  award.  If Buyer does not so  terminate  this
Agreement, Seller shall credit to Buyer at Closing all sums theretofore received
by Seller on account  of the  condemnation  award and assign to Buyer,  Seller's
right to any sums thereafter receivable on account of such award.

     (b) If at any time after the date of this  Agreement  and prior to the date
of Closing any material portion of the Property is lost, destroyed or damaged as
a result of fire or any other  cause  whatsoever,  Seller  shall  promptly  give
written  notice  thereof to Buyer,  and Buyer shall have the right,  at its sole
option,  to terminate  this  Agreement  with respect to such  Property by giving
Seller  written  notice of its  intent to  terminate  within 10 days of  Buyer's
receipt of the  aforesaid  notice  from Seller or other  discovery  of the loss,
damage as  destruction.  On such a  termination,  the  Purchase  Price  shall be
reduced by an amount  equal to such part of the  Property as mutually  agreed by
Seller and Buyer,  and a pro rata  portion of the  Deposit  shall be returned to
Buyer and, in such event,  neither  party  shall have any further  liability  or
obligation hereunder with respect to such Property.  If Buyer does not terminate
this Agreement with respect to such Property, the proceeds of any insurance paid
to Seller at or prior to the time of Closing and all unpaid claims and rights in
connection  with losses  shall be  assigned  to Buyer at Closing  without in any
manner affecting the Purchase Price. Seller,  between the date of this Agreement
and the date of Closing,  shall  maintain  and keep in full force and effect all
insurance policies presently in force with respect to the Property.

                                  10. Default

10.1. Default by Buyer

     (a) Subject to the  provisions of Section 8, should Buyer fail to close the
purchase of the Property  when  required to do so according to the terms of this
Agreement through no fault or breach hereof on the part of Seller,  and provided
Seller  shall be ready,  willing  and able to sell the  Property to Buyer on all
terms and  conditions  contained in this  Agreement,  then Seller may treat this
Agreement as terminated and Seller shall thereupon be entitled to the Deposit as
liquidated  damages,  it being  impractical  and extremely  difficult to fix the
actual  damages,  and the parties  mutually agree that this will be the sole and
exclusive  remedy of Seller.  Seller shall not seek or obtain any money or other
judgment  against Buyer or any disclosed or  undisclosed  principal,  officer or
employee  of Buyer,  or against the  Property or estate of Buyer,  or any of the
foregoing persons,  and Seller's sole recourse for payment of said amounts shall
be to the Deposit.

10.2. Default by Seller

     (a) Subject to the  provisions  of Section 8, should Seller be unable to or
fail to convey title to the Property on the Closing Date  according to the terms
of this Agreement,  or if Seller shall otherwise be in breach of this Agreement,
then Buyer may treat this  Agreement as  terminated,  in which event the Deposit
shall be forthwith  returned to Buyer.  If Buyer  elects not to  terminate  this
Agreement  but to treat this  Agreement as being in full force and effect,  then
nothing  herein shall be construed  to prevent its  enforcement  by an action of
specific  performance or any other legal or equitable  remedies,  provided Buyer
shall be entitled to a credit  against the  Purchase  Price to the extent of any
mortgages,  liens or other  encumbrances  affecting  the Tract  (other  than the
Permitted  Encumbrances)  caused by Seller and not shown as a title exception on
Buyer's title commitment.

                                  11. Release

     As of the Closing,  Buyer shall release and discharge Seller, its officers,
directors,  employees,  agents,  consultants or counsel (each, a "Seller Party;"
collectively,  the "Seller Parties") from any and all claims or causes of action
which Buyer, its officers,  directors,  employees or agents may have against any
Seller  Parties  arising out of or relating to the  condition of the Property or
any of them, including the environmental condition; provided, however, that such
release  shall not prohibit or be  construed to prohibit  Buyer from joining any
Seller Party or Seller Parties as third-party defendant(s),  cross-defendant(s),
defendant(s) on Buyer's  counterclaim or otherwise in any proceedings brought by
any Seller Party or any third party  (specifically  including  any  governmental
agency or body) arising out of or relating to the condition of the Tract.

                                12. Recordation

     Neither this Agreement nor any memorandum hereof shall be recorded.

                                   13. Merger

     All of the  representations,  warranties,  covenants  and/or  agreements of
Seller  contained  in this  Agreement,  and all of  Seller's  obligations  to be
performed  under the provisions  hereof shall merge into the Deeds  delivered to
Buyer at Closing.

                                   14. Notice

     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 electronic  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 Seller or Buyer under this Agreement  shall be
delivered to Seller or Buyer 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:

i. If to Seller, to:                   with a copy to:

  Matlack Systems, Inc.                Baker, Donelson, Bearman & Caldwell, P.C.
  One Rollins Plaza                    2200 Riverview Tower
  2200 Concord Pike                    900 South Gay Street
  Wilmington, DE  19803                Knoxville, TN 37901
  Attention:  Mr. Pat Bagley           Attention:  Robert F. Worthington, Esq.
  Telephone:  302.426.2930             Telephone:  865.549.7000
  Facsimile:  302.426.3699             Facsimile: 865.525.8569

ii. If to Buyer, to:                   with a copy to:

    Quality Carriers, Inc.             Morgan, Lewis & Bockius LLP
    3802 Corporex Park Drive           1701 Market Street
    Tampa, FL  33619                   Philadelphia, PA 19103-2921
    Attention:  Robert Kasak, Esq.     Attention:  Peter S. Sartorius, Esq.
    Telephone: 1.800.282.2031 x7309    Telephone: 215.963.5466
    Facsimile:  813.630.9567           Facsimile: 1.877.432.9652

                             15. General Provisions

15.1. Governing Law

     This  Agreement  shall be governed by and construed in accordance  with the
internal  laws of the State of Delaware,  without  reference to conflicts of law
principles.

15.2. Construction and Interpretation of Agreement

     (a) The article and section headings in this Agreement are inserted for the
convenience  of the  parties  and in no way  alter,  modify,  amend,  limit,  or
restrict the contractual obligations of the parties.

     (b) 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.

     (c) Any  defined  term  used in the  plural  refers to all  members  of the
relevant  class,  and any defined term used in the singular refers to any one or
more of the members of the relevant class. The use of a pronoun of any gender is
applicable to all genders.

     (d) The terms  "herein,"  "hereof,"  "hereto,"  "hereunder" and other terms
similar to such terms refer to this  Agreement  as a whole and not merely to the
specific article, section,  paragraph or clause where such terms may appear, and
article,  section,  subsection,  schedule  and  exhibit  references  herein  are
references to articles,  sections and  subsections of and schedules and exhibits
to this Agreement, unless otherwise specified.

     (e)  The  term  "including"  means  "including,  but  not  limited  to"  or
"including",  the phrase "may not" is prohibitive  and not  permissive,  and the
word "or" is not exclusive.

     (f) Unless  otherwise  stated in this  Agreement,  in the  computation of a
period of time from a specified date to a later  specified date, the word "from"
means "from but  excluding"  and the words "to" and  "until"  each means "to and
including."

15.3. Non-Waiver

     No waiver or  waivers by any party of any  breach,  default,  liability  or
performance  by the other  party  shall be deemed or  construed  a waiver of any
other term, condition or liability or the breach or default thereof.  Failure on
the part of any party to  complain  of any action or inaction on the part of the
other party or to declare  the other  party in default,  no matter how long such
failure may continue, shall not be deemed to be a waiver by such party of any of
its rights hereunder.

15.4. Amendment

     This  Agreement  may not be changed other than by an instrument in writing,
signed by the party (or the  assignee  of a party,  to the extent  permitted  by
Section 15.6) if against which the enforcement of the change is sought.

15.5. Entire Agreement

     This  Agreement  constitutes  the  entire  agreement  between  the  parties
respecting  the subject  matter  hereof,  and in no event shall  either party be
charged with any covenant,  representation,  warranty,  guarantee,  indemnity or
other agreement,  except to the extent  expressly stated in this Agreement.  Any
and all Exhibits and the Rider  annexed to this  Agreement  are an integral part
hereof.

15.6. Assignment

     Buyer  shall have the right to assign its rights  under this  Agreement  in
respect of one or more of the Tracts  included in the  Property  and the related
Improvements and Personal Property to one or more persons or entities engaged in
the  business of owning  and/or  operating  properties  similar to the  Property
pursuant to contractual  arrangements  with Buyer (an "Assignee"),  upon written
notice to Seller  executed by Buyer and  Assignee  setting  forth the name and a
brief  description  of Assignee  and either the  identity of the Tract or Tracts
with respect to which Buyer is assigning its rights to Assignee.  From and after
the  execution of such notice by Seller,  the notice  shall become  incorporated
into this  Agreement  and Assignee  shall become  bound by this  Agreement  with
respect to the  Property  so assigned  as if  Assignee's  name were set forth in
place of the term "Buyer;"  provided,  however,  that no such  assignment  shall
relieve Buyer from its obligations  hereunder.  Except as set forth above,  this
Agreement shall not be assigned  without the prior written consent of Seller and
Buyer.

15.7. Binding Effect

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
respective  parties,   and  their  successors,   assigns,   heirs  and  personal
representatives, except as otherwise expressly provided herein.

15.8. Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original.


                       * Signatures appear on next page *


<PAGE>


                                   Signatures


     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of the parties hereto as of the Effective Date.


                               MATLACK PROPERTIES, INC., a Pennsylvania
                               corporation formerly known as Super Service, Inc.

                               By: /s/ Patrick J. Bagley
                                   ---------------------------------------------
                               Name: Patrick J. Bagley
                               Title: Vice President-Finance



                               QUALITY CARRIERS, INC., an Illinois corporation

                               By: /s/ Dennis Farnsworth
                                   ---------------------------------------------
                               Name: Dennis Farnsworth
                               Title: Chief Financial Officer



<PAGE>
Exhibit 10(m)
                                                                  Execution Copy
                                Escrow Agreement

     This ESCROW  AGREEMENT  (this  "Agreement")  is entered into as of July 27,
2001 (the  "Effective  Date") by and among  Matlack  Systems,  Inc.,  a Delaware
corporation  ("MSI"),  Matlack  Properties,  Inc., f/k/a Super Service,  Inc., a
Pennsylvania  corporation  ("MPI" and, with MSI,  "Seller"),  Quality  Carriers,
Inc., an Illinois  corporation  ("Buyer"),  and Chase  Manhattan  Trust Company,
N.A., a national banking association (the "Escrow Agent").

                                    Recitals

     A. Buyer and Seller have entered into an Asset Purchase  Agreement dated as
of the  Effective  Date and a Real  Estate  Purchase  Agreement  dated as of the
Effective Date  (collectively,  the "Purchase  Agreements"),  which, among other
matters,  provide  for the  purchase  by Buyer of certain  assets of Seller (the
"Asset Sale"), subject to the approval of the United States Bankruptcy Court for
the District of Delaware (the "Court").

     B. This Escrow Agreement is entered into pursuant to and in connection with
the Purchase Agreements.

                                    Agreement

     In  consideration of the premises hereto and the mutual covenants set forth
herein and intending to be legally bound hereby, the parties agree as follows:

                          1. Deposit of Escrow Amount

1.1. Deposit of Purchase Price

     (a)  Concurrently  with  the  execution  and  delivery  hereof,   Buyer  is
transferring  by  wire  transfer  to the  "Matlack  Escrow  Account"  The  Chase
Manhattan  Bank,  ABA  021000021,  Credit  Account  #507948599,  Notify  Deborah
Thompson (901) 309-4798 (the "Escrow Account"), in immediately available federal
funds, the sum of One Million, Five Hundred Ninety-Seven  Thousand,  Two Hundred
and 00/100 Dollars  ($1,597,200.00) (the "Deposit"),  which represents the funds
required  to be  placed  in  escrow  pursuant  to  the  terms  of  the  Purchase
Agreements.

     (b) Immediately  prior to the  consummation  of the Asset Sale,  Buyer will
transfer by wire transfer to the Escrow Account, in immediately available funds,
the  balance of the  purchase  price for the  assets  set forth in the  Purchase
Agreements,  as adjusted pursuant to the Purchase  Agreements and set forth on a
Closing  Statement  to be  executed by Seller,  Buyer and the Escrow  Agent (the
"Purchase Price" and, with the Deposit, the "Escrow Amount").

1.2. Investment of Escrow Amount

     The Escrow  Agent  shall  invest the Escrow  Amount in a money  market fund
substantially  all of which is  invested  in direct  obligations  of the  United
States of America or obligations  the principal of and the interest on which are
unconditionally  guaranteed  by the  United  States of  America,  from which the
Escrow  Amount may be redeemed on demand,  or in such other  liquid,  investment
grade securities as may be specified in writing by Buyer and Seller.  The Escrow
Amount may be invested in the name of the Escrow Agent but may not be commingled
with other funds of the Escrow Agent.

1.3. Disposition of Escrow Amount

     The Escrow Agent shall hold and dispose of the Escrow  Amount in accordance
with the terms of this Agreement.

                          2. Release of Escrow Amount

2.1. Release upon Satisfaction or Waiver of Conditions

     Upon  receipt by the Escrow  Agent of  written  notice  signed by Buyer and
Seller  stating  that  all of the  conditions  to  closing  under  the  Purchase
Agreements  have been  satisfied or waived and  instructing  the Escrow Agent to
release  the Escrow  Amount,  the Escrow  Agent shall  transfer,  or cause to be
transferred,  by wire transfer in immediately available federal funds the Escrow
Amount to such  account or accounts as Seller  shall  specify in writing,  after
which this Escrow  Agreement  shall be deemed  terminated  and the Escrow  Agent
shall be deemed released and discharged from further obligations hereunder.

2.2. Release if Conditions Are Not Satisfied

     If the Escrow  Amount has not been  released  pursuant to Section 2.1 on or
before  October  31, 2001 or such later date as Buyer and Seller may agree to in
writing (with written  notice of such  extension to the Escrow Agent) and if the
Escrow Agent has not received any Notice of Dispute  pursuant to the  provisions
of Section  2.3, the Escrow Agent  shall,  upon written  instructions  signed by
Buyer, distribute the Escrow Amount in accordance with such written instructions
after  which this Escrow  Agreement  shall be deemed  terminated  and the Escrow
Agent shall be released and discharged from all further  obligations  hereunder.
Pending receipt of such written  instructions or a Notice of Dispute, the Escrow
Agent shall  continue to hold the Escrow Amount,  subject,  however to the other
provisions of this Agreement, including Section 4.

2.3. Release of Escrow Amount if there is a Dispute

     If the conditions to distribution of the Escrow Amount are not satisfied or
waived on or before  October 31, 2001 or such later date as Buyer and Seller may
agree to in writing (with written  notice of such agreement to the Escrow Agent)
and if a dispute  exists with respect to the  disposition  of the Escrow Amount,
Buyer or Seller shall give notice ("Notice of Dispute") to the Escrow Agent, and
give a copy of such notice to each other party to this  Escrow  Agreement.  If a
Notice of Dispute is  received,  the Escrow  Agent shall  retain  custody of the
Escrow Amount until the first to occur of the following:

     (a)  Receipt  by the  Escrow  Agent of a notice  signed by Buyer and Seller
containing  instructions  to the Escrow  Agent as to the  delivery of the Escrow
Amount; or

     (b) Receipt by the Escrow  Agent of a final  order of a court of  competent
jurisdiction  resolving  the  dispute  from  which no appeal is or can be taken;
after  which the Escrow  Agent  shall  promptly  deliver  the  Escrow  Amount in
accordance  with the notice from the  parties or  decision of the court,  as the
case may be. Upon delivery thereof,  this Escrow Agreement shall be deemed to be
terminated,  and the Escrow  Agent shall be  released  and  discharged  from all
further obligations hereunder.

                         3. Termination by the Parties

     If at any time the  Escrow  Agent  shall  receive a notice  signed by or on
behalf of Buyer and  Seller  instructing  the Escrow  Agent with  respect to the
disposition  of the Escrow  Amount,  the Escrow  Agent shall  release the Escrow
Amount in accordance with the  instructions  contained in such notice,  and upon
release  of the entire  Escrow  Amount  this  Escrow  Agreement  shall be deemed
terminated,  and the Escrow  Agent shall be  released  and  discharged  from all
further obligations hereunder.

                                4. Escrow Agent

4.1. Nature of Duties; Liability; Indemnification

     It is understood  and agreed that the duties of the Escrow Agent  hereunder
are purely  ministerial  in nature and that the Escrow Agent shall not be liable
for any error of judgment,  fact, or law, or any act done or omitted to be done,
except  for  its own  willful  misconduct  or  gross  negligence  or that of its
partners,  employees, and agents. The Escrow Agent's determination as to whether
an event or condition has occurred, or been met or satisfied, or as to whether a
provision of this Escrow  Agreement  has been  complied  with,  or as to whether
sufficient  evidence of the event or condition or compliance  with the provision
has been  furnished  to it,  shall not  subject  the Escrow  Agent to any claim,
liability,  or  obligation  whatsoever,  even if it  shall be  found  that  such
determination was improper and incorrect; provided that the Escrow Agent and its
partners, employees, and agents shall not have been guilty of willful misconduct
or gross negligence in making such determination. Buyer and Seller each agree to
indemnify the Escrow Agent for, and to hold it harmless against, one half of any
loss,  liability,  or expense  ("Cost")  incurred  without  gross  negligence or
willful  misconduct  on the  part  of the  Escrow  Agent,  arising  out of or in
connection  with its entering  into this Escrow  Agreement  and carrying out its
duties  hereunder,  including costs and expenses of defending itself against any
claim  of  liability  in  connection   herewith  or  therewith.   The  right  to
indemnification  set forth in the preceding  sentence shall include the right to
be paid by Buyer and Seller in respect of Costs as they are incurred  (including
Costs  incurred  in  connection  with  defending  itself  against  any  claim of
liability in connection  herewith).  The Escrow Agent shall repay any amounts so
advanced if it shall  ultimately  be  determined  by a final order of a court of
competent  jurisdiction  from which no appeal is or can be taken that the Escrow
Agent is not entitled to such indemnification.

4.2. Documents and Instructions

     The  Escrow  Agent acts  hereunder  as a  depository  only and shall not be
responsible or liable in any manner whatsoever for the genuineness, sufficiency,
correctness, or validity of any agreement, document, certificate, instrument, or
item  deposited  with  it  or  any  notice,  consent,  approval,  direction,  or
instruction  given to it, and the Escrow  Agent shall be fully  protected  under
Section 4.1 for all acts taken in  accordance  with any written  instruction  or
instrument given to it hereunder, and reasonably believed by the Escrow Agent to
be genuine and what it purports to be.

4.3. Conflicting Notices, Claims, Demands, or Instructions

     If at any time the Escrow Agent shall receive conflicting notices,  claims,
demands,  or instructions with respect to the Escrow Amount, or if for any other
reason  it shall in good  faith be  unable to  determine  the  party or  parties
entitled to receive any of the Escrow  Amount,  or any part thereof,  the Escrow
Agent may refuse to make any  distribution  or payment and may retain the Escrow
Amount in its possession  until it shall have received  instructions  in writing
concurred in by all parties in interest,  or until  directed by a final order or
judgment of a court of competent  jurisdiction from which no appeal is or can be
taken, whereupon the Escrow Agent shall make such disposition in accordance with
such instructions or such order.

4.4. Advice of Counsel

     The Escrow Agent may consult with,  and obtain  advice from,  legal counsel
and employees in the event of any dispute or question as to the  construction of
any of the  provisions  hereof or its duties  hereunder,  and it shall  incur no
liability and shall be fully protected and indemnified under Section 4.1 for all
acts  taken,  in the  absence  of gross  negligence  or willful  misconduct,  in
accordance with the opinion and  instructions of such counsel,  and the costs of
such counsel shall be subject to reimbursement under Section 4.1.

4.5. Fees and Expenses of Escrow Agent

     Seller agrees (a) to pay or reimburse  the Escrow Agent for its  attorney's
fees and expenses  incurred in connection with the preparation of this Agreement
and (b) to pay a one-time escrow fee in the amount of Two Thousand, Five Hundred
and 00/100 Dollars ($2,500.00).

4.6. Resignation of Escrow Agent

     The  Escrow  Agent may  resign at any time upon  giving  the other  parties
hereto 30 days' notice to that effect.  In that event the successor Escrow Agent
shall be such person,  firm, or  corporation  as Buyer and Seller shall mutually
select.  It is understood and agreed that the Escrow Agent's  resignation  shall
not be  effective  until a  successor  Escrow  Agent  agrees  to act  hereunder;
provided,  however, that in the event no successor Escrow Agent is appointed and
acting  hereunder  within 30 days of such  notice,  the Escrow Agent may pay and
deliver the Escrow Amount into a court of competent  jurisdiction;  and provided
further, that the Escrow Agent may appoint a successor escrow agent hereunder at
any time so long as such  successor  shall  accept  and agree to be bound by the
terms of this Escrow Agreement.

                             5. Dispute Resolution

     It is  understood  and agreed that should any dispute arise with respect to
the delivery,  ownership, right of possession,  and/or disposition of the Escrow
Property,  or  should  any  claim be made upon the  Escrow  Agent or the  Escrow
Property  by a third  party,  the Escrow  Agent  upon  receipt of notice of such
dispute or claim is  authorized  and shall be  entitled  (at its sole option and
election) to retain in its possession without liability to anyone, all or any of
the Escrow  Property  until such dispute  shall have been settled  either by the
mutual written agreement of the parties involved or by a final order,  decree or
judgment of a court in the United States of America,  the time for perfection of
an appeal of such order,  decree or judgment  having  expired.  The Escrow Agent
may,  but shall be under no duty  whatsoever  to,  institute or defend any legal
proceedings which relate to Escrow Property.

                                   6. Notice

     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 electronic  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 Seller or Buyer under this Agreement  shall be
delivered to Seller or Buyer 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:

i. If to Seller, to:                   with a copy to:

   Matlack Systems, Inc.               Baker, Donelson, Bearman & Caldwell, P.C.
   One Rollins Plaza                   2200 Riverview Tower
   2200 Concord Pike                   900 South Gay Street
   Wilmington, DE  19803               Knoxville, TN 37901
   Attention:  Mr. Pat Bagley          Attention:  Robert F. Worthington, Esq.
   Telephone:  302.426.2930            Telephone:  865.549.7000
   Facsimile:  302.426.3699            Facsimile: 865.525.8569

ii. If to Buyer, to:                   with a copy to:

   Quality Carriers, Inc.              Morgan, Lewis & Bockius LLP
   3802 Corporex Park Drive            1701 Market Street
   Tampa, FL  33619                    Philadelphia, PA 19103-2921
   Attention:  Robert Kasak, Esq.      Attention:  Peter S. Sartorius, Esq.
   Telephone: 1.800.282.2031 x7309     Telephone: 215.963.5466
   Facsimile:  813.630.9567            Facsimile: 1.877.432.9652

iii. If to the Escrow Agent, to:

   Chase Manhattan Trust Company, N.A.
   1715 Aaron Brenner Drive, Suite 400
   Memphis, TN 38120
   Attention: Richard A. Hann
   Telephone: 901.309.4794
   Facsimile: 901.624.6613

                                   7. General

7.1. Governing Law; Jurisdiction

     This  Agreement  shall be governed by and construed in accordance  with the
internal  laws of the State of Delaware,  without  reference to conflicts of law
principles. Each party irrevocably and unconditionally (a) agrees that any suit,
action or legal proceeding arising out of or relating to this Agreement shall be
brought in the courts of record of the State of Tennessee  in Shelby  County or,
if applicable,  the federal district court serving Shelby County, Tennessee; (b)
consents  to the  jurisdiction  of  each  such  court  in any  suit,  action  or
proceeding;  and (c)  waives  any  objection  which it may have to the laying of
venue of any such suit, action or proceeding in any of such courts.

7.2. Non-Waiver

     No waiver or  waivers by any party of any  breach,  default,  liability  or
performance  by the other  party  shall be deemed or  construed  a waiver of any
other term, condition or liability or the breach or default thereof.  Failure on
the part of any party to  complain  of any action or inaction on the part of the
other party or to declare  the other  party in default,  no matter how long such
failure may continue, shall not be deemed to be a waiver by such party of any of
its rights hereunder.

7.3. Amendment

     This  Agreement  may not be changed other than by an instrument in writing,
signed by the party if against which the enforcement of the change is sought.

7.4. Assignment

     This Agreement  shall not be assigned  without the prior written consent of
Seller, Buyer and the Escrow Agent.

7.5. Entire Agreement

     This  Agreement  constitutes  the  entire  agreement  between  the  parties
respecting  the subject  matter  hereof,  and in no event shall  either party be
charged with any covenant,  representation,  warranty,  guarantee,  indemnity or
other agreement,  except to the extent  expressly stated in this Agreement.  Any
and all exhibits,  schedules,  riders or other attachments to this Agreement are
an integral part hereof.

7.6. Binding Effect

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
respective  parties,   and  their  successors,   assigns,   heirs  and  personal
representatives, except as otherwise expressly provided herein.

7.7. Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original.


                       * Signatures appear on next page *


<PAGE>


                                   Signatures


     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of the parties hereto as of the Effective Date.


                               MATLACK SYSTEMS, INC.,
                               a Delaware corporation

                               By: /s/ Patrick J. Bagley
                                   ---------------------------------------------
                               Name: Patrick J. Bagley
                               Title: Vice President-Finance



                               MATLACK PROPERTIES, INC., a Pennsylvania
                               corporation formerly known as Super Service, Inc.

                               By: /s/ Patrick J. Bagley
                                   ---------------------------------------------
                               Name: Patrick J. Bagley
                               Title: Vice President-Finance



                               QUALITY CARRIERS, INC., an Illinois corporation

                               By: /s/ Dennis Farnsworth
                                   ---------------------------------------------
                               Name: Dennis Farnsworth
                               Title: Chief Financial Officer


                               CHASE MANHATTAN TRUST COMPANY, N.A., a national
                               banking association

                               By: /s/ Richard Hann
                                   ---------------------------------------------
                               Name: Richard Hann
                               Title: Vice President

<PAGE>
Exhibit 10(n)


                            HOLDBACK ESCROW AGREEMENT

     This HOLDBACK  ESCROW  AGREEMENT  (this  "Agreement") is entered into as of
October 2, 2001 (the  "Effective  Date") by and among Matlack  Systems,  Inc., a
Delaware  corporation  ("MSI"),  Matlack Properties,  Inc., f/k/a Super Service,
Inc., a Pennsylvania corporation ("MPI" and, with MSI, "Seller"), Steamboat LLC,
a Delaware  limited  liability  company  ("Buyer"),  and Chase  Manhattan  Trust
Company, N.A., a national banking association (the "Escrow Agent").

                                    Recitals

     A. Seller and Quality Carriers,  Inc., an Illinois corporation ("Quality"),
entered  into an  Asset  Purchase  Agreement  dated  as of July  27,  2001  (the
"Purchase Agreement"),  which, among other matters, provides for the purchase by
Quality  or its  assigns  of  certain  Accounts  (as  defined  in  the  Purchase
Agreement) of Seller.

     B. Quality assigned its rights under the Purchase Agreement with respect to
the Accounts to Buyer.

     C. This  Holdback  Escrow  Agreement  is entered  into  pursuant  to and in
connection with the Closing under the Purchase Agreement.

     D. Capitalized terms used but not defined herein have the meaning specified
in the Purchase Agreement.

                                    Agreement

     In  consideration of the premises hereto and the mutual covenants set forth
herein and intending to be legally bound hereby, the parties agree as follows:

                           1. Deposit of Escrow Amount

1.1. Deposit of Purchase Price

     Concurrently with the execution and delivery hereof,  Buyer is transferring
or causing to be transferred to the "Matlack  Holdback Escrow Account" The Chase
Manhattan  Bank, ABA  021000021,  Credit  Account  [#507948599],  Notify Deborah
Thompson (901) 309-4798 (the "Escrow Account"), in immediately available federal
funds,  the sum of Five Hundred  Sixty Eight  Thousand  Nine Hundred  Thirty and
00/100 Dollars  ($568,930.00) (the "Deposit"),  which represents the funds to be
placed in Holdback  Escrow  Account  under the terms of the  Purchase  Agreement
("Escrow Amount").

1.2. Investment of Escrow Amount

     The Escrow  Agent  shall  invest the Escrow  Amount in a money  market fund
substantially  all of which is  invested  in direct  obligations  of the  United
States of America or obligations  the principal of and the interest on which are
unconditionally  guaranteed  by the  United  States of  America,  from which the
Escrow  Amount may be redeemed on demand,  or in such other  liquid,  investment
grade securities as may be specified in writing by Buyer and Seller.  The Escrow
Amount may be invested in the name of the Escrow Agent but may not be commingled
with other funds of the Escrow Agent.

1.3. Disposition of Escrow Amount

     The Escrow Agent shall hold and dispose of the Escrow  Amount in accordance
with the terms of this Agreement.

                           2. Release of Escrow Amount

2.1. Release upon Satisfaction or Waiver of Conditions

     Upon  receipt by the Escrow  Agent of  written  notice  signed by Buyer and
Seller  instructing the Escrow Agent to release all or any portion of the Escrow
Amount to Buyer or  Seller,  the Escrow  Agent  shall  transfer,  or cause to be
transferred,  by wire  transfer in  immediately  available  federal funds , such
amount to such  account or  accounts as Buyer or Seller,  whichever  is entitled
thereto,  shall  specify in writing.  Upon release of all of the Escrow  Amount,
this Holdback Escrow  Agreement shall be deemed  terminated and the Escrow Agent
shall be deemed released and discharged from further obligations hereunder.

2.2. Release of Escrow Amount if there is a Dispute

     If a dispute  exists with respect to the  disposition of the Escrow Amount,
Buyer or Seller shall give notice ("Notice of Dispute") to the Escrow Agent, and
give a copy of such notice to each other party to this  Escrow  Agreement.  If a
Notice of Dispute is  received,  the Escrow  Agent shall  retain  custody of the
Escrow Amount until the first to occur of the following:

     (a)  Receipt  by the  Escrow  Agent of a notice  signed by Buyer and Seller
containing  instructions  to the Escrow  Agent as to the  delivery of the Escrow
Amount;

     (b)  Receipt by the Escrow  Agent of a notice  signed by a Putback  Referee
containing  instructions  to the Escrow  Agent as to the  delivery of the Escrow
Amount.  For  purposes  of  this  Agreement,  "Putback  Referee"  shall  mean an
independent  third party mutually agreed to by Buyer and Seller and appointed to
act in such  capacity  in a  written  notice  signed  by Buyer  and  Seller  and
delivered to the Escrow Agent; or

     (c) Receipt by the Escrow  Agent of a final  order of a court of  competent
jurisdiction resolving the dispute from which no appeal is or can be taken;

after  which the Escrow  Agent  shall  promptly  deliver  the  Escrow  Amount in
accordance  with the notice from the  parties or  decision of the court,  as the
case may be. Upon delivery  thereof,  this Holdback  Escrow  Agreement  shall be
deemed to be  terminated,  and the Escrow Agent shall be released and discharged
from all further obligations hereunder.

                          3. Termination by the Parties

     If at any time the  Escrow  Agent  shall  receive a notice  signed by or on
behalf of Buyer and  Seller  instructing  the Escrow  Agent with  respect to the
disposition  of the Escrow  Amount,  the Escrow  Agent shall  release the Escrow
Amount in accordance with the  instructions  contained in such notice,  and upon
release  of the entire  Escrow  Amount  this  Escrow  Agreement  shall be deemed
terminated,  and the Escrow  Agent shall be  released  and  discharged  from all
further obligations hereunder.

                                 4. Escrow Agent

4.1. Nature of Duties; Liability; Indemnification

     It is understood  and agreed that the duties of the Escrow Agent  hereunder
are purely  ministerial  in nature and that the Escrow Agent shall not be liable
for any error of judgment,  fact, or law, or any act done or omitted to be done,
except  for  its own  willful  misconduct  or  gross  negligence  or that of its
partners,  employees, and agents. The Escrow Agent's determination as to whether
an event or condition has occurred, or been met or satisfied, or as to whether a
provision of this Escrow  Agreement  has been  complied  with,  or as to whether
sufficient  evidence of the event or condition or compliance  with the provision
has been  furnished  to it,  shall not  subject  the Escrow  Agent to any claim,
liability,  or  obligation  whatsoever,  even if it  shall be  found  that  such
determination was improper and incorrect; provided that the Escrow Agent and its
partners, employees, and agents shall not have been guilty of willful misconduct
or gross negligence in making such determination. Buyer and Seller each agree to
indemnify the Escrow Agent for, and to hold it harmless against, one half of any
loss,  liability,  or expense  ("Cost")  incurred  without  gross  negligence or
willful  misconduct  on the  part  of the  Escrow  Agent,  arising  out of or in
connection  with its entering  into this Escrow  Agreement  and carrying out its
duties  hereunder,  including costs and expenses of defending itself against any
claim  of  liability  in  connection   herewith  or  therewith.   The  right  to
indemnification  set forth in the preceding  sentence shall include the right to
be paid by Buyer and Seller in respect of Costs as they are incurred  (including
Costs  incurred  in  connection  with  defending  itself  against  any  claim of
liability in connection  herewith).  The Escrow Agent shall repay any amounts so
advanced if it shall  ultimately  be  determined  by a final order of a court of
competent  jurisdiction  from which no appeal is or can be taken that the Escrow
Agent is not entitled to such indemnification.

4.2. Documents and Instructions

     The  Escrow  Agent acts  hereunder  as a  depository  only and shall not be
responsible or liable in any manner whatsoever for the genuineness, sufficiency,
correctness, or validity of any agreement, document, certificate, instrument, or
item  deposited  with  it  or  any  notice,  consent,  approval,  direction,  or
instruction  given to it, and the Escrow  Agent shall be fully  protected  under
Section 4.1 for all acts taken in  accordance  with any written  instruction  or
instrument given to it hereunder, and reasonably believed by the Escrow Agent to
be genuine and what it purports to be.

4.3. Conflicting Notices, Claims, Demands, or Instructions

     If at any time the Escrow Agent shall receive conflicting notices,  claims,
demands,  or instructions with respect to the Escrow Amount, or if for any other
reason  it shall in good  faith be  unable to  determine  the  party or  parties
entitled to receive any of the Escrow  Amount,  or any part thereof,  the Escrow
Agent may refuse to make any  distribution  or payment and may retain the Escrow
Amount in its possession  until it shall have received  instructions  in writing
concurred in by all parties in interest,  or until  directed by a final order or
judgment of a court of competent  jurisdiction from which no appeal is or can be
taken, whereupon the Escrow Agent shall make such disposition in accordance with
such instructions or such order.

4.4. Advice of Counsel

     The Escrow Agent may consult with,  and obtain  advice from,  legal counsel
and employees in the event of any dispute or question as to the  construction of
any of the  provisions  hereof or its duties  hereunder,  and it shall  incur no
liability and shall be fully protected and indemnified under Section 4.1 for all
acts  taken,  in the  absence  of gross  negligence  or willful  misconduct,  in
accordance with the opinion and  instructions of such counsel,  and the costs of
such counsel shall be subject to reimbursement under Section 4.1.

4.5. Fees and Expenses of Escrow Agent

     Buyer agrees to pay a one-time escrow fee in the amount of Two Thousand and
00/100 Dollars ($2,000.00).

4.6. Resignation of Escrow Agent

     The  Escrow  Agent may  resign at any time upon  giving  the other  parties
hereto 30 days' notice to that effect.  In that event the successor Escrow Agent
shall be such person,  firm, or  corporation  as Buyer and Seller shall mutually
select.  It is understood and agreed that the Escrow Agent's  resignation  shall
not be  effective  until a  successor  Escrow  Agent  agrees  to act  hereunder;
provided,  however, that in the event no successor Escrow Agent is appointed and
acting  hereunder  within 30 days of such  notice,  the Escrow Agent may pay and
deliver the Escrow Amount into a court of competent  jurisdiction;  and provided
further, that the Escrow Agent may appoint a successor escrow agent hereunder at
any time so long as such  successor  shall  accept  and agree to be bound by the
terms of this Escrow Agreement.

                              5. Dispute Resolution

     It is  understood  and agreed that should any dispute arise with respect to
the delivery,  ownership, right of possession,  and/or disposition of the Escrow
Property,  or  should  any  claim be made upon the  Escrow  Agent or the  Escrow
Property  by a third  party,  the Escrow  Agent  upon  receipt of notice of such
dispute or claim is  authorized  and shall be  entitled  (at its sole option and
election) to retain in its possession without liability to anyone, all or any of
the Escrow  Property  until such dispute  shall have been settled  either by the
mutual written agreement of the parties involved or by a final order,  decree or
judgment of a court in the United States of America,  the time for perfection of
an appeal of such order,  decree or judgment  having  expired.  The Escrow Agent
may,  but shall be under no duty  whatsoever  to,  institute or defend any legal
proceedings which relate to Escrow Property.

                                    6. Notice

     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 i)
when received,  if given in person; ii) on the date of transmission,  if sent by
telex, telecopy or other electronic  transmission (with answer back confirmation
of such  transmission);  iii) upon delivery,  if delivered by a nationally known
commercial  courier service providing next-day delivery service (such as Federal
Express); or iv) 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 Seller or Buyer under this Agreement  shall be
delivered to Seller or Buyer 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:

i.   If to Seller, to:                 with a copy to:

     Matlack Systems, Inc.             Baker, Donelson, Bearman & Caldwell, P.C.
     One Rollins Plaza                 2200 Riverview Tower
     2200 Concord Pike                 900 South Gay Street
     Wilmington, DE 19803              Knoxville, TN 37901
     Attention: Mr.  Pat Bagley        Attention: Robert F.  Worthington, Esq.
     Telephone: 302.426.2930           Telephone: 865.549.7000
     Facsimile: 302.426.3699           Facsimile: 865.525.8569

ii.  If to Buyer, to:                  with a copy to:

     Steamboat LLC                     Mayer Brown & Platt
     c/o Receivable Partners Inc.      190 South LaSalle Street
     1101 Skokie Blvd., Suite 230      Chicago, IL 60603
     Northbrook, IL 60062              Attention: Laura M.  Turnquest, Esq.
     Attention: Benjamin Waisbren      Telephone: 312.701.7246
     Telephone: 847.753.9797           Facsimile: 312.701.7711
     Facsimile: 847.753.9779

iii. If to the Escrow Agent, to:

     Chase Manhattan Trust Company, N.A.
     1715 Aaron Brenner Drive, Suite 400
     Memphis, TN 38120
     Attention: Richard A.  Hann
     Telephone: 901.309.4794
     Facsimile: 901.624.6613

                                   7. General

7.1. Governing Law; Jurisdiction

     This  Agreement  shall be governed by and construed in accordance  with the
internal  laws of the State of Delaware,  without  reference to conflicts of law
principles.  Each party irrevocably and unconditionally v) agrees that any suit,
action or legal proceeding arising out of or relating to this Agreement shall be
brought in the courts of record of the State of Tennessee  in Shelby  County or,
if applicable,  the federal district court serving Shelby County, Tennessee; vi)
consents  to the  jurisdiction  of  each  such  court  in any  suit,  action  or
proceeding;  and vii)  waives any  objection  which it may have to the laying of
venue of any such suit, action or proceeding in any of such courts.

7.2. Non-Waiver

     No waiver or  waivers by any party of any  breach,  default,  liability  or
performance  by the other  party  shall be deemed or  construed  a waiver of any
other term, condition or liability or the breach or default thereof.  Failure on
the part of any party to  complain  of any action or inaction on the part of the
other party or to declare  the other  party in default,  no matter how long such
failure may continue, shall not be deemed to be a waiver by such party of any of
its rights hereunder.

7.3. Amendment

     This  Agreement  may not be changed other than by an instrument in writing,
signed by the party if against which the enforcement of the change is sought.

7.4. Assignment

     This Agreement  shall not be assigned  without the prior written consent of
Seller, Buyer and the Escrow Agent.

7.5. Entire Agreement

     This  Agreement  constitutes  the  entire  agreement  between  the  parties
respecting  the subject  matter  hereof,  and in no event shall  either party be
charged with any covenant,  representation,  warranty,  guarantee,  indemnity or
other agreement,  except to the extent  expressly stated in this Agreement.  Any
and all exhibits,  schedules,  riders or other attachments to this Agreement are
an integral part hereof.

7.6. Binding Effect

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
respective  parties,   and  their  successors,   assigns,   heirs  and  personal
representatives, except as otherwise expressly provided herein.

7.7. Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original.


                       * Signatures appear on next page *


<PAGE>


                                   Signatures


     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of the parties hereto as of the Effective Date.


                             MATLACK SYSTEMS, INC.,
                             a Delaware corporation

                             By: /s/ Michael B. Kinnard
                                 ---------------------------------------------
                             Name: Michael B. Kinnard
                             Title: President & CEO


                             MATLACK PROPERTIES, INC., a Pennsylvania
                             corporation formerly known as Super Service, Inc.

                             By: /s/ Michael B. Kinnard
                                 ---------------------------------------------
                             Name: Michael B. Kinnard
                             Title: President & CEO



                             STEAMBOAT LLC, a Delaware limited liability company
                             By: /s/ Bruce R. Passen
                                 ---------------------------------------------
                             Name: Bruce R. Passen
                             Title: President


                             CHASE MANHATTAN TRUST COMPANY, N.A., a national
                             banking association

                             By: /s/ Richard Hann
                                 ---------------------------------------------
                             Name: Richard Hann
                             Title: Vice President

<PAGE>
Exhibit 10(o)

                           Escrow Deposit Agreement



Quality  Carriers,  Inc. and Matlack  Systems,  Inc.  agree that amounts will be
released from escrow upon delivery of missing titles as follows:



                      Vehicle #                       Amount
                      ---------                       ------
                      1822                         $   2,021
                      2739                             1,470
                      2743                             1,985
                      2744                             3,308
                      2776                             1,470
                      2794                             3,308
                      6129                             1,985
                      9656                            30,870
                      9961                            13,230
                      6031                            38,000
                      6086                            38,000
                      6091                            38,000
                      9956                               900
                      2136                             9,188
                      8937                             7,350
                      9166                             8,085
                      Total                        $ 199,170




                       * Signatures appear on next page *




<PAGE>


                                   Signatures


IN WITNESS  WHEREOF,  this  Agreement has been  executed by the duly  authorized
representatives of the parties hereto as of the Effective Date.

                               MATLACK SYSTEMS, INC.,
                               a Delaware corporation

                               By: /s/ Michael B. Kinnard
                                   ---------------------------------------------
                               Name: Michael B. Kinnard
                               Title: President & CEO



                               MATLACK PROPERTIES, INC., a Pennsylvania
                               corporation formerly known as Super Service, Inc.

                               By: /s/ Michael B. Kinnard
                                   ---------------------------------------------
                               Name: Michael B. Kinnard
                               Title: President & CEO


                               QUALITY CARRIERS, INC., an Illinois corporation

                               By: /s/ Dennis Farnsworth
                                   ---------------------------------------------
                               Name: Dennis Farnsworth
                               Title: SVP & Chief Financial Officer
[{"type": "8-K", "sequence": "1", "filename": "matlack8k10-01.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 174304}]
{"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": "1760213"}, "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):             October 2, 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)

                                        4
Item 2. Acquisition or Disposition of Assets.

     On October 2, 2001,  Matlack  Systems,  Inc., a Delaware  corporation  (the
"Company"),   together  with  its  wholly  owned  indirect   subsidiary  Matlack
Properties,  Inc., a Pennsylvania  corporation ("Matlack  Properties"),  and the
Company's other wholly owned subsidiaries  (collectively,  "Matlack")  completed
the sale of certain  assets,  including  rolling stock,  real estate and related
personal  property  and  accounts  receivable,  to Quality  Carriers,  Inc.,  an
Illinois  corporation  ("Quality").  The  Company  and all of its  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").  Quality is a wholly owned subsidiary of Quality
Distribution, Inc., a Florida corporation.

     The assets sold to Quality consisted of approximately 230 truck tractor and
truck trailer units;  Matlack's terminals in San Pablo,  California,  Pocatello,
Idaho, Lake Charles,  Louisiana, Salt Lake City, Utah, and Kent, Washington, and
related vehicles and personal property;  and outstanding  accounts receivable as
of August 10, 2001 (the  "Assets").  The Assets  were sold  pursuant to an Asset
Purchase Agreement dated July 27, 2001 among the Company, Matlack Properties and
Quality and a Real Estate Purchase Agreement dated July 27, 2001 between Matlack
Properties and Quality (the "Agreements"). Copies of the Agreements are attached
to this Current  Report on Form 8-K as,  respectively,  Exhibit 2(a) and Exhibit
2(b).  The  Agreements  provided  for the  approval of the sale of the Assets as
required by the U.S.  Bankruptcy  Code.  Following a hearing  held on August 17,
2001, the Bankruptcy  Court issued an order  approving the sale of the Assets at
an auction,  at which the purchase  price set forth in the  Agreements was to be
the initial bid for the Assets,  and  scheduling  a hearing to approve such sale
upon completion of the auction. On August 24, 2001, the Company held an auction,
at  which  the  initial  bid of  Quality  for the  Assets,  as set  forth in the
Agreements, was the only offer for the Assets. Accordingly,  following a hearing
held on September 10, 2001, the Bankruptcy  Court issued an order  approving the
sale  of the  Assets  to  Quality  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 $15,972,000,
less  certain  payments  and other  adjustments  made in respect of the accounts
receivable  included in the sale and certain other  adjustments  with respect to
other  assets  included in the sale.  The  majority of the net proceeds has been
paid by the  Company to First  Union  National  Bank,  the  Company's  principal
creditor, to satisfy its liens on assets included in the sale, including rolling
stock, real property,  personal property and accounts  receivable.  A portion of
the net  proceeds  has  been  retained  in an  escrow  account  to fund  certain
additional  adjustments with respect to the accounts  receivable included in the
sale. A copy of the Holdback Escrow Agreement  governing this escrow arrangement
is attached hereto as Exhibit 10(n).  An additional  portion of the net proceeds
has been retained in a separate  escrow  account,  pending  delivery of title to
certain of the truck  trailer units  included in the sale.  Copies of the Escrow
Agreement and the Escrow Deposit Agreement governing this escrow arrangement are
attached hereto as, respectively, Exhibit 10(m) and Exhibit 10(o). Approximately
$65,000 of the net  proceeds  has been paid to  various  taxing  authorities  in
California,  Idaho,  Louisiana,  Utah and  Washington  to satisfy the  Company's
previously  outstanding  property  tax  obligations  with  respect  to the  five
properties sold to Quality. The remainder of the net proceeds,  plus any amounts
distributed to the Company upon the satisfaction of the conditions of the escrow
arrangements  described  above,  has  been or will be paid to the  Company.  The
Company  expects to use these  proceeds  to fund the costs  associated  with the
ongoing liquidation of its business,  including the payment of employee salaries
and related  charges.  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.

     (b)  Pro Forma Financial Information

          As provided in Item 7(b)(2) of this Form 8-K, the  requisite pro forma
          financial  information  shall be filed no later than 60 days after the
          date this report is required to be filed. The Registrant undertakes to
          file such  required  pro forma  financial  information  by means of an
          amendment to this Current  Report on Form 8-K as soon as  practicable,
          but no later than December 17, 2001.

     (c)  Exhibits:

          2(a) Asset Purchase  Agreement  dated as of July 27, 2001 by and among
               Matlack  Systems,  Inc.,  Matlack  Properties,  Inc.  and Quality
               Carriers, Inc.*

          2(b) Real Estate  Purchase  Agreement dated as of July 27, 2001 by and
               between Matlack Properties, Inc. and Quality Carriers, Inc.*

          10(m)Escrow  Agreement  dated as of July 27, 2001 by and among Matlack
               Systems, Inc., Matlack Properties,  Inc., Quality Carriers,  Inc.
               and Chase Manhattan Trust Company, N.A.

          10(n)Holdback  Escrow  Agreement  dated as of  October  2, 2001 by and
               among Matlack Systems, Inc., Matlack Properties,  Inc., Steamboat
               LLC and Chase Manhattan Trust Company, N.A.

          10(o)Escrow  Deposit  Agreement  dated as of  October  2,  2001 by and
               among Matlack Systems, Inc., Matlack Properties, Inc. and Quality
               Carriers, 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:   October 15, 2001                           By: /s/ Patrick J. Bagley
                                                        ---------------------
                                                        Patrick J. Bagley
                                                        Vice President-Finance &
                                                        Treasurer
EXHIBIT INDEX

Exhibit No.                       Description
-----------                       -----------

2(a) Asset  Purchase  Agreement  dated as of July 27, 2001 by and among  Matlack
     Systems, Inc., Matlack Properties, Inc. and Quality Carriers, Inc.*

2(b) Real  Estate  Purchase  Agreement  dated as of July 27, 2001 by and between
     Matlack Properties, Inc. and Quality Carriers, Inc.*

10(m)Escrow  Agreement  dated as of July 27, 2001 by and among Matlack  Systems,
     Inc., Matlack Properties,  Inc., Quality Carriers, Inc. and Chase Manhattan
     Trust Company, N.A.

10(n)Holdback Escrow  Agreement dated as of October 2, 2001 by and among Matlack
     Systems, Inc., Matlack Properties,  Inc., Steamboat LLC and Chase Manhattan
     Trust Company, N.A.

10(o)Escrow Deposit  Agreement  dated as of October 2, 2001 by and among Matlack
     Systems, Inc., Matlack Properties, Inc. and Quality Carriers, 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(a)
                                                                  Execution Copy

                            Asset Purchase Agreement

     THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of July
27, 2001 (the "Effective  Date") by and among Matlack Systems,  Inc., a Delaware
corporation  ("MSI"),  on behalf of itself and its wholly owned subsidiaries who
own the Assets (as defined  below)  (the  "Subsidiaries");  Matlack  Properties,
Inc., f/k/a Super Service, Inc., a Pennsylvania corporation ("MPI" and, with MSI
and the  Subsidiaries,  "Seller");  and  Quality  Carriers,  Inc.,  an  Illinois
corporation ("Buyer").

                                    Agreement

     In consideration of the mutual covenants contained herein, and intending to
be legally bound hereby, the parties agree as follows:

                       1. Agreement to Sell and Purchase

     On the terms and subject to the conditions of this Agreement, Seller hereby
agrees to sell and convey to Buyer,  and Buyer  hereby  agrees to purchase  from
Seller,  in  consideration  of the  payment of the  Purchase  Price  pursuant to
Section 2, all of Seller's  right,  title and  interest in and to the  following
(the "Assets"):

     (a) those certain tracts or parcels of land described on Schedule A hereto,
as such descriptions may be modified pursuant to surveys to be obtained by Buyer
at Buyer's option and expense (each such tract or parcel,  a "Tract"),  together
with (i) all the buildings,  structures,  improvements  and fixtures  erected or
located  thereon  (the  "Improvements"),  (ii) any land  lying in the bed of any
highway,  street or road,  private or public,  open or proposed,  in front of or
abutting  or  adjoining  a Tract or any  portion  thereof,  to the  center  line
thereof, (iii) all damages, awards, claims and causes of action now or hereafter
payable or  assertable  with  respect to any of the  foregoing  by reason of any
exercise  of the power of eminent  domain,  any  change of grade of any  street,
road, highway, avenue or alley, or any damage,  destruction,  loss or removal of
any of the foregoing,  (iv) all licenses,  permits,  certificates  and approvals
issued by public  authorities  and  necessary  or useful for the current use and
occupancy  of each Tract or the  Improvements,  and (v) all  awards,  easements,
rights  of  way,  licenses,  covenants,   agreements,   strips,  gores,  rights,
privileges and appurtenances  which attach,  benefit,  relate or are incident to
each Tract or the Improvements (collectively, the "Terminal Real Property");

     (b) all machinery, equipment, furniture and other personal property located
at the Terminal Real Property,  including  those items  identified on Schedule B
hereto,  plus the other  machinery,  equipment,  furniture  and  other  personal
property of Seller  identified on Schedule B (the "Terminal  Personal  Property"
and, together with the Terminal Real Property, the "Terminal Property");

     (c) the  trailers  and truck  tanks  identified  on  Schedule  C,  wherever
located,  and all tires,  pumps,  radios and  specialty  equipment  (other  than
Qualcomm  Units)  attached  thereto  and  made a part  thereof,  and  all  trip,
inspection  and  maintenance  records  pertaining to such trailers (the "Rolling
Stock"); and

     (d) those accounts and rights to payment of money (whether classified under
the  Uniform  Commercial  Code as  accounts,  general  intangibles,  credits  or
otherwise)  for  goods  sold  or  leased  or for  services  rendered  by  Seller
(collectively,  "Accounts  Receivable")  recorded  as of  August  10,  2001 (the
"Cut-Off  Date"),  a complete  list of which will be provided by Seller to Buyer
not later than August 13,  2001,  agreed upon and  executed by Seller and Buyer,
and attached to this Agreement as Schedule D (the "Accounts").

                               2. Purchase Price

2.1. Purchase Price; Payment

     The purchase price to be paid for the Assets shall be Twelve Million, Three
Hundred Seventy-Five  Thousand and 00/100 Dollars  ($12,375,000.00),  subject to
adjustment as provided in this Agreement (the  "Purchase  Price"),  and shall be
paid as follows:

     (a) Upon execution of this Agreement, One Million, Two Hundred Thirty-Seven
Thousand,  Five Hundred and 00/100 Dollars ($1,237,500.00) (the "Deposit") shall
be deposited by Buyer with Chase  Manhattan  Trust  Company,  N.A. (the "Deposit
Escrow  Agent"),  to be held in a major money market escrow account  pursuant to
the  provisions of that certain  Escrow  Agreement of even date  herewith  among
Seller, Buyer and Escrow Agent (the "Deposit Escrow Agreement"). At the Closing,
the Deposit,  together with all interest  earned  thereon,  shall be credited to
Buyer on account of the Purchase Price. As used herein, the term "Deposit" shall
be deemed to include all interest earned thereon.

     (b) At the Closing, Buyer shall deliver to the Deposit Escrow Agent by wire
transfer the balance of the Purchase Price, less the Holdback Amount (as defined
below) and the  prorations,  adjustments  and closing costs provided for in this
Agreement,  and shall deliver to the Holdback Escrow Agent (as defined below) by
wire transfer the Holdback Amount.

2.2. Prepayments; Prorations

     Rentals,  water, sewer and other utility charges,  real property,  personal
property,  and other taxes, similar assessments,  and other prepaid expenses and
accruals in respect of any part of the Assets,  applicable to periods both prior
to and after Closing,  whether paid before the Closing Date or payable after the
Closing Date, in any case such as are customarily prorated by buyers and sellers
of assets  similar to the Assets,  shall be prorated as of the Closing Date. The
estimated  net  amounts of such  prorations  shall be  subtracted  from the cash
portion of the Purchase Price if Buyer is entitled to a debit therefor, or added
to the  Purchase  Price if Seller is  entitled to a credit  therefor.  Buyer and
Seller shall use their  commercially  reasonable  best efforts to calculate  all
prorations  at or prior to the Closing and, at or about the Closing,  Seller and
Buyer shall take readings or other  measurements of gas, water,  electricity and
other utilities.  Absent manifest error, such readings and measurements shall be
binding, conclusive and used for purposes of the apportionment provided herein.

2.3. Adjustments with Respect to Accounts

     (a) Not later  than  August  13,  2001,  Seller  will  deliver to Buyer the
complete  list of the  Accounts,  which will be  attached to this  Agreement  as
Schedule  D. If the  Receivable  Value (as  defined  below)  is less than  Seven
Million and 00/100 Dollars ($7,000,000.00), the Purchase Price will be decreased
by an amount equal to such  shortfall.  If the Receivable  Value is greater than
Seven Million and 00/100  Dollars  ($7,000,000.00),  the Purchase  Price will be
increased  by an amount equal to such  excess.  For purposes of this  Agreement,
"Receivable  Value"  means 61% of the sum of the face  amounts  of all  Accounts
existing as of the Cut-Off Date;  provided,  however,  that the Receivable Value
shall not exceed Nine Million and 00/100 Dollars ($9,000,000.00).

     (b) In the event Seller receives  payment in respect of an Account prior to
Closing,  the Purchase Price shall be reduced by the amount of such payment,  up
to a total  reduction  equal to the Receivable  Value;  and, if the total of all
payments in respect of Accounts prior to Closing  exceeds the Receivable  Value,
then 60% of the amount of such excess shall be credited to Buyer by  subtracting
such  amount from the cash  portion of the  Purchase  Price  payable to Buyer by
Seller at Closing.

     (c) In  consideration  of Seller's  collection of the Accounts  pursuant to
paragraph (b) above,  Buyer shall pay Seller at Closing an amount equal 1.75% of
the amount collected by Seller pursuant to paragraph (b), up to a maximum amount
collected equal to the Receivable Amount.

2.4. Holdback Escrow Account

     (a) For purposes of this Agreement:

          (i) "Putback" means any Account (A) with respect to which has occurred
     a breach of any of Seller's  representation or warranties in Section 5.4 of
     this Agreement  which  materially and adversely  affects Buyer's ability to
     collect  the face  amount of such  Account as set forth on  Schedule D; (B)
     which is  fraudulent;  (C) for which the Seller cannot  provide an invoice,
     bill of lading or other  reasonable  documentation;  or (D) with respect to
     which a valid claim, credit, adjustment, rebate, refund or right of set-off
     has been made by the person or entity  obligated  in respect of the Account
     (the  "Account  Debtor");  in any case as  determined  in  accordance  with
     paragraph (c) below.

          (ii) "Putback  Amount" means an amount equal to the unpaid  balance of
     any Account which is the subject of a Putback.

     (b) At the Closing,  an amount equal to ten percent (10%) of the Receivable
Value (the  "Holdback  Amount") shall be deposited by Buyer with an escrow agent
mutually  agreeable to Buyer and Seller (the "Holdback Escrow Agent") in a major
money market escrow account (the "Holdback  Escrow Account") to fund any Putback
Amounts that remain  unpaid  within 60 days after the Closing Date (the "Putback
Period").  The Holdback  Escrow  Account shall be maintained  during the Putback
Period, and shall not be deemed to be property of Seller's estate in the Chapter
11 Case (as defined below).

     (c) On a weekly basis during the Putback Period,  Buyer shall notify Seller
of any claimed Putback by delivering  written notice of such claim,  accompanied
by any information the Buyer has supporting such claim (a "Putback Notice"),  to
Seller and a neutral  third party  mutually  agreeable  to Buyer and Seller (the
"Putback Referee").  Not later than five business days after Seller's receipt of
the Putback Notice, Seller may object to the Putback Notice by providing written
notice  of  such  objection,  accompanied  by any  information  the  Seller  has
supporting  such  objection  (a "Putback  Objection"),  to Buyer and the Putback
Referee.  If Seller does not make a Putback Objection within the  aforementioned
five-day period, the Putback shall be deemed a valid Putback.  If Seller makes a
Putback  Objection,  the Putback  Referee shall  determine,  on the basis of the
information  accompanying  the Putback Notice and the Putback  Objection and any
additional  information  requested by the Putback  Referee,  whether the claimed
Putback is a valid Putback, and such determination shall be binding on Buyer and
Seller for all purposes  under this  Section  2.4. In order to  vindicate  their
respective  rights under this Section  2.4,  Buyer and Seller shall  provide the
Putback  Referee with such additional  information  with respect to the Account,
the Account  Debtor and the facts and  circumstances  giving rise to the claimed
Putback as the Putback Referee may request.

     (d) Buyer shall be entitled to payment of the Putback  Amount for any valid
Putback,  out of the funds on  deposit  in the  Holdback  Escrow  Account,  upon
written notice thereof from the Putback Referee to the Holdback Escrow Agent. On
the expiration of the Putback Period, (i) the amounts on deposit in the Holdback
Escrow Account, less an amount equal to the total of (A) the Putback Amounts for
valid  Putbacks  which  have not  previously  been paid to  Buyer,  plus (B) the
Putback  Amounts  for  claimed  Putbacks,  the  validity  of which  has not been
determined  pursuant to  paragraph  (c) above,  shall be released to the Seller;
(ii) funds in an amount equal to the Putback Amounts for valid Putbacks shall be
released to Buyer; and (iii) funds in an amount equal to the Putback Amounts for
claimed  Putbacks,  the  validity of which has not been  determined  pursuant to
paragraph (c) above,  shall be released (A) to Buyer, upon a determination  that
the claimed Putback is a valid Putback, or (B) to Seller, upon the determination
that the claimed Putback is not a valid Putback. Following the expiration of the
Putback  Period,  Buyer  shall  continue  to have the right to pursue any claims
relating to Putbacks,  other than those for which payment has been made to Buyer
pursuant to this Section 2.4, directly from Seller,  and any such claim shall be
an  administrative  expense  claim under  sections  503(b) and  507(a)(1) of the
Bankruptcy Code (11 U.S.C. ss.ss. 101 et seq.).

     (e) Notwithstanding any other provision of this Agreement, no Account shall
be deemed to be a Putback  with  respect to (i) any  discount  or  reduction  of
obligation  is granted by Buyer after the Closing  Date;  or (ii) any failure by
the Account Debtor to make payment on the Account when due or otherwise.

2.5. Other Adjustments

     If the parties determine that any part of the Terminal Personal Property is
not owned by Seller,  such Terminal Personal Property shall be omitted from this
Agreement and the Purchase Price shall be adjusted accordingly.

                                   3. Closing

3.1. Time and Place of Closing

     The closing of the  purchase and sale of the Assets (the  "Closing")  shall
take place on October 1, 2001 or as soon thereafter as practicable or such other
date as the  parties  agree in writing,  but in no event later than  October 31,
2001 (the  "Closing  Date").  The  Closing  shall take  place at the  offices of
Morgan,  Lewis  &  Bockius,  LLP,  counsel  to  Buyer,  at 1701  Market  Street,
Philadelphia,  PA 19103-2921, unless the parties agree in writing to a different
location for the Closing. Time is of the essence in this Agreement.

3.2. Seller's Closing Deliveries

     On the Closing Date, Seller shall deliver to Buyer the following:

     (a) With respect to the Terminal Real Property, Special Warranty Deeds duly
executed by Seller and  acknowledged in recordable  form,  sufficient to vest in
Buyer title to the Terminal  Real  Property in  accordance  with this  Agreement
(each, a "Deed"; collectively, the "Deeds");

     (b) A bill of sale or other  instrument  of  conveyance  duly  executed  by
Seller  sufficient to vest in Buyer title to the Terminal  Personal  Property in
accordance with this Agreement (the "Bill of Sale");

     (c) The original certificate of title for each trailer unit included in the
Rolling  Stock duly executed by Seller  sufficient to transfer  title thereto to
Buyer or its designee;

     (d) an Assignment (the "Accounts  Receivable  Assignment") duly executed by
Seller sufficient to vest in Buyer title to the Accounts in accordance with this
Agreement;  a  list,  in  substantially  the  same  form as  Schedule  D to this
Agreement, of all Accounts and the status thereof as of the Closing Date; a copy
of each invoice with respect to each Account  Debtor,  together  with such other
information or  documentation  (including all required  Uniform  Commercial Code
releases  or  financing  statements)  Buyer  reasonably  may deem  necessary  to
identify the Accounts and obtain payment from the Account Debtors (including, as
applicable,  invoices,  bills of lading,  receiving  and delivery  documents and
collection  notes);  and  such  assignment  or  direction  documents  as  may be
reasonably  required  to allow  Buyer to gain  access to any  lockbox or similar
account  into  which  proceeds  of the  Accounts  are  remitted  and to  receive
information regarding remittances into such lockbox or account;

     (e) A copy of an Order (the "Order") in the case of Matlack  Systems,  Inc.
et al. (Case No. 01-01114(MFW))  (Jointly  Administered) (the "Chapter 11 Case")
in the United States Bankruptcy Court for the District of Delaware (the "Court")
reasonably  acceptable to Buyer specifically  authorizing the sale of the Assets
to Buyer in accordance with this Agreement and authorizing the Trustee (if there
is a Trustee or, if not, the Debtor) to execute the Deeds, the Bill of Sale, the
certificates  of  title,  the  Accounts  Receivable  Assignment  and  all  other
documents necessary to consummate the Contemplated  Transactions  (collectively,
the "Transaction Documents");

     (f) Such additional  affidavits and certifications as the Title Company (as
hereinafter defined) shall require,  including  certificates necessary to delete
standard title insurance  exceptions  (including exception for mechanic's liens)
and any  documentation,  in a form reasonably  acceptable to Seller, as Buyer or
the Title Company  reasonably may deem necessary to effectuate the  transactions
contemplated by this Agreement (the "Contemplated Transactions"); and

     (g) Such additional documentation, in a form reasonably acceptable to Buyer
and  Seller,   as  Buyer   reasonably  may  deem  necessary  to  effectuate  the
Contemplated Transactions.

3.3. Buyer's Closing Deliveries

     On the Closing Date, Buyer shall deliver to Seller the following:

     (a) the Purchase  Price,  deposited into the Deposit Escrow Account and the
Holdback Escrow Account in accordance with Section 2.1; and

     (b) Such additional documentation, in a form reasonably acceptable to Buyer
and  Seller,   as  Seller  reasonably  may  deem  necessary  to  effectuate  the
Contemplated Transactions.

3.4. Conditions to Seller's Obligation

     Seller shall have no duty to complete the sale of the Assets and shall have
no  liability  to  Buyer  under  this  Agreement  unless  each of the  following
conditions has been satisfied, any of which may be waived in whole or in part by
Seller:

     (a) Buyer shall have delivered the items described in Section 3.3.

     (b) In accordance  with Section 9 of this  Agreement,  Court Approval shall
have been obtained on or before  October 31, 2001,  and the order granting Court
Approval shall not be subject to a stay pending appeal.

     (c) "Court  Approval,"  as defined in the Real  Estate  Purchase  Agreement
dated of even date  herewith  between MPI and Buyer (the "Real  Estate  Purchase
Agreement"),  shall have been  obtained with respect to the sale to Buyer by MPI
of the Property  identified therein and the transactions  contemplated  thereby,
and Buyer shall be  obligated  to effect a closing  with respect to such sale on
the terms and subject to the  conditions  set forth in the Real Estate  Purchase
Agreement.

3.5. Conditions to Buyer's Obligation

     Buyer shall have no duty to complete  the  purchase of the Assets and shall
have no liability to Seller under this  Agreement  unless each of the  following
conditions has been satisfied, any of which may be waived in whole or in part by
Buyer:

     (a) Seller shall have delivered the items described in Section 3.2.

     (b) The  representations and warranties of Seller contained herein shall be
true and correct in all  material  respects  as of the  Closing  Date and Seller
shall have  performed and complied  with all  covenants  and  conditions of this
Agreement  on its part to be  performed  and  complied  with  prior to or on the
Closing Date, as the case may be, including  payment of the Asset Management Fee
in accordance with Section 4.5(c).

     (c) Title  Company  shall be  prepared  to issue to Buyer an owner's  title
insurance  policy with respect to the Terminal Real Property,  and shall insure,
at standard  regular  rates,  that, as of the Closing Date title to the Terminal
Real Property is marketable and subject to no exceptions or  reservations  other
than as provided in Section 4.3.

     (d)  Without  limiting  the  generality  of Section  8.1,  Buyer shall have
obtained by the Due Diligence Date results wholly  satisfactory  to Buyer of all
inspections  which Buyer may perform,  including  environmental  and engineering
inspections,  test-borings,  soil or surface and/or subsurface  tests,  permits,
zoning  and  development   review,   and  review  of  the  requirements  of  any
governmental  authority having jurisdiction over the Terminal Real Property.  If
the results of such  inspections  are not wholly  satisfactory  to Buyer,  Buyer
shall have the right to terminate this Agreement with respect to such Tract.  On
such a termination,  the Purchase Price shall adjusted in the same manner as set
forth in the last  sentence  of  Section  4.3(a).  If Buyer  fails to cause  the
Property to be so inspected or timely to notify  Seller  whether the  inspection
results are  satisfactory,  Buyer's  failure shall be deemed a decision by Buyer
that all such tests and results thereof are satisfactory.

     (e) The  Court  shall  have  approved  the  Approval  Motion  on or  before
September 30, 2001,  the 363 Hearing  shall have been held on or before  October
10, 2001, Court Approval shall have been obtained on or before October 31, 2001,
and the order  granting  Court  Approval  shall not be subject to a stay pending
appeal.

     (f) "Court  Approval,"  as defined in the Real Estate  Purchase  Agreement,
shall  have  been  obtained  with  respect  to the  sale to  Buyer by MPI of the
Property identified therein and the transactions  contemplated  thereby, and MPI
shall be  obligated  to effect a closing  with respect to such sale on the terms
and subject to the conditions set forth in the Real Estate Purchase Agreement.

     4. Title to and Possession of Property; Management of Certain Property

4.1. Permitted Encumbrances

     For purposes of this Agreement,  "Permitted  Encumbrances"  means the Liens
encroachments,  boundary disputes, covenants, restrictions, easements, rights of
way and other encumbrances described on Schedule E to this Agreement.

4.2. Title to Assets

     Title to the Assets to be  conveyed  at  Closing by Seller to Buyer,  other
than the Terminal  Property,  shall be conveyed by the certificates of title for
the Rolling Stock and the Accounts Receivable Assignment,  free and clear of all
liens,  mortgages,  security  interests  and other  encumbrances  (collectively,
"Liens"), except Permitted Encumbrances.

4.3. Title to Terminal Property

     (a) Title to the Terminal  Property  shall be conveyed by the Deeds and the
Bill  of  Sale  and  shall  be  good  and  marketable,  free  and  clear  of all
encroachments,  boundary disputes, covenants, restrictions, easements, rights of
way, Liens and other  encumbrances  whatsoever,  including  municipal  liens and
assessments, excluding (i) such Liens, restrictions,  easements and encumbrances
presently of record which will not, in Buyer's reasonable  judgment,  materially
interfere  with  or  impair  Buyer's  intended  use  of  the  Terminal  Property
consistent with Seller's past use thereof or materially  reduce the value of the
Terminal Property;  and (ii) Permitted  Encumbrances.  At Closing, such title to
the Terminal Real Property shall be insurable by the Title Company, at the Title
Company's  regular  rates,  pursuant  to a standard  form ALTA  owner's  form of
policy,  free of all exceptions,  including  exceptions for unfiled  mechanics',
materialmen's or municipal liens excepting only the Permitted  Encumbrances.  It
is a condition  precedent to Buyer's  obligation  to complete  Closing that such
policy,  upon  Buyer's  payment  of the  premium  therefor,  shall be  issued at
Closing.  If such policy is not issued at  Closing,  Buyer shall have the right,
inter alia, to terminate this Agreement. With respect to any Tract, if Seller is
unable to give good and  marketable  title and such as shall be  insured  by the
Title  Company  in the manner set forth  above,  Buyer  shall have the option of
taking such title to such Tract as Seller can give without abatement of Purchase
Price,  or of terminating  this Agreement with respect to such Tract.  On such a
termination, the Purchase Price shall be reduced by an amount equal to the value
of such part of the Terminal  Property,  as mutually  agreed by Seller and Buyer
and a pro rata portion of the Deposit shall be returned to Buyer; Buyer shall be
have no further rights hereunder in such Terminal  Property;  and this Agreement
shall be and become null and void as to such Terminal Property.

     (b) Buyer shall, at its expense, have the right to order a title commitment
or title  commitments from a reputable title insurance company of Buyer's choice
("Title  Company")  and surveys of each Tract from  surveyors of Buyer's  choice
licensed in the state in which each Tract is located. Buyer shall have until the
date  which is one day before  the date of the  hearing  before the Court on the
Approval  Motion (as  defined  below) to notify  Seller in writing of either (i)
Buyer's approval of survey and title matters  appearing  therein,  including the
location of such Tract, boundaries, legal description,  easements, restrictions,
encroachments, and rights of way, or (ii) Buyer's objections to survey and title
matters  appearing  therein.  If  Seller is  unwilling  or unable to cure any of
Buyer's  objections  to title or survey with  respect to any Tract,  Buyer shall
have the right to terminate  this  Agreement as to such Tract by giving  written
notice to Buyer,  in which case this Agreement  shall become null and void as to
such Tract,  and the Purchase  Price shall be adjusted in the same manner as set
forth in the last sentence of Section 4.3(a).

     (c) Buyer shall,  at its expense,  have the right to have the Title Company
update the title commitment or title commitments from time to time, including as
of the Closing  Date,  and Buyer shall have the same rights with  respect to new
matters  contained  therein as Buyer has with respect to the  preliminary  title
commitment or title commitments.

4.4. Title to Accounts

     (a) Upon the  Closing,  (i) Seller will be deemed to have sold to Buyer all
of Seller's  right,  title and interest in and to the Accounts and any proceeds;
and (ii) Buyer will be the sole and absolute  owner  thereof and will own all of
Seller's rights and remedies represented by the Accounts, including the right to
receive  payment on the Accounts from the Account  Debtors and any guarantors of
the  Accounts.  Buyer is authorized to file Uniform  Commercial  Code  financing
statements  ("UCC  Statements")  to  reflect  and  record  its  interest  in the
Accounts.

     (b) If the total face value of all Accounts  identified  on Schedule D that
have been due and payable for less than 90 days is not at least 85% of the total
face value of all Accounts  identified  on Schedule D, then Buyer shall have the
right,  upon  written  notice to Seller  given not later than the Due  Diligence
Date, to refuse to purchase the Accounts  pursuant to this  Agreement  and, from
and after any such notice,  this Agreement shall be null and void ab initio with
respect to the Accounts, the Purchase Price will be decreased by an amount equal
to Seven Million and 00/100  Dollars  ($7,000,000.00)  and a pro rata portion of
the Deposit will be returned to Buyer.

     (c)  From  and  after  the  Closing  Date,  Buyer  shall  have the sole and
exclusive  right to collect the Accounts.  Seller agrees to hold any collections
received after the Closing Date with respect to any Accounts in trust for Buyer,
and such funds  shall not be deemed to be  property  of  Seller's  estate in the
Chapter 11 Case.  Seller  shall  remit any such funds to Buyer on Monday of each
week with respect to funds  received by Seller  during the  preceding  week.  If
Seller  receives  any  payment  from a person or entity  that is both an Account
Debtor  with  respect  to an  Account  and  obligated  in  respect of an Account
Receivable  of  Seller  which is not an  Account,  and if  Seller  is  unable to
determine after reasonable investigation whether such payment is made in respect
of the Account or in respect of the Account Receivable,  then such payment shall
be deemed to be made in respect of the Account, and the other provisions of this
paragraph (c) shall apply thereto.

     (d)  Buyer  may use  Seller's  name,  and any other  name  under  which the
Accounts were  generated,  solely for the purpose of describing  accurately  the
source  of the  obligations  that  generated  the  Accounts  in the  credit  and
collection  activities  of Buyer with respect to the Accounts and in  connection
with the institution of collection proceedings brought by Buyer or its assignees
under its or their own names.

4.5. Management of Certain Assets

     (a) Seller  previously  has advised  Buyer that,  effective  as of July 27,
2001,  Seller intends to cease  operation of the Property  described in the Real
Estate Purchase  Agreement and of the associated Rolling Stock (consisting of 67
trailers)  (collectively,  the "Idle Assets"). In order to preserve the value of
the Idle Assets,  Buyer  agrees that it will,  for its own account and using its
own personnel,  operate the Idle Assets during the period commencing on July 28,
2001 or as soon thereafter as practicable,  and ending on the earlier of (i) the
Closing  Date;  (ii) the  termination  of this  Agreement  pursuant to the terms
hereof; or (iii) October 31, 2001 (the "Management Period").

     (b) As  compensation  for the  operation  of the  Idle  Assets  during  the
Management  Period as provided in paragraph  (a) above,  Seller agrees to pay to
Buyer a fee in the amount of Two  Million  and 00/100  Dollars  ($2,000,000.00),
reduced  as  hereinafter  provided  (the  "Asset  Management  Fee").  The  Asset
Management  Fee shall be  reduced  by the amount of $3,050 for each day on which
Buyer actually  operates any part of the Idle Assets (the  "Management  Per Diem
Credit");  provided,  however,  that upon the  agreement of Buyer and Seller the
Management Per Diem Credit shall be increased by $30 per day for each additional
trailer included in the Idle Assets.

     (c) The Asset  Management Fee shall be payable at and subject to occurrence
of the Closing and shall be credited against the Purchase Price payable by Buyer
at Closing. Buyer agrees to remit to Seller the Management Per Diem Credit on or
before Monday of each week to cover the  Management  Per Diem Credit payable for
the preceding week.

     (d) In order to vindicate its rights and satisfy its obligations under this
Section 4.5, Buyer shall be entitled to possession of the Idle Assets during the
Management  Period.  Buyer  agrees to  operate  the Idle  Assets in a lawful and
business-like  manner and to comply with all laws,  ordinances,  regulations  or
orders  applicable  to the Idle Assets and the  operation  thereof in accordance
with this Section 4.5. Buyer shall be liable for any damage to or destruction of
the Idle Assets, ordinary wear and tear excepted.  During the Management Period,
Buyer shall secure and constantly  maintain,  at Buyer's expense:  (i) liability
insurance with an insurance company  satisfactory to Buyer,  naming Seller as an
additional insured, in the amount of at least $2,000,000 per person,  $2,000,000
per occurrence for all persons and $2,000,000 for property damage; and

          (ii) "all risk" insurance upon the  Improvements  included in the Idle
     Assets,  having a replacement  cost  endorsement  in the amount of the full
     replacement  cost of the  Improvements  and naming  Seller as an additional
     insured; and

          (iii) collision  insurance upon the Rolling Stock included in the Idle
     Assets,  having a replacement  cost  endorsement  in the amount of the full
     replacement  cost of the Rolling  Stock and naming  Seller as an additional
     insured.

4.6. Possession

     (a) Possession of the Terminal  Property shall be delivered to Buyer at the
time of Closing in the condition provided hereinafter by delivery of the keys to
the Improvements on each Tract and the Deeds and the Bill of Sale.

     (b) Possession of the Rolling Stock shall be delivered by surrendering  the
Rolling Stock at any Tract or at any other location satisfactory to Buyer.

     (c) Nothing herein is intended to prevent earlier delivery of possession of
any Property pursuant to a lease between Seller and Buyer that has been approved
by the Court, if such approval is required, or pursuant to Section 4.5.

            5. Representations and Warranties of Seller; Disclaimers

     As a  material  inducement  to Buyer to enter into this  Agreement,  Seller
represents  and warrants to Buyer as of the Effective Date and as of the Closing
Date  (except  where such  representation  or  warranty is made as of a specific
date) as follows:

5.1. Seller

     (a) With respect to MPI, MPI is a corporation duly incorporated and validly
existing under the laws of the  Commonwealth  of  Pennsylvania.  With respect to
MSI, MSI is a corporation duly  incorporated and validly existing under the laws
of the State of Delaware. With respect to the Subsidiaries, each Subsidiary is a
corporation  duly  incorporated  and  validly  existing  under  the  laws of its
jurisdiction of  incorporation.  Subject to the entry of the Order, MSI, MPI and
each  Subsidiary  has all  necessary  corporate  power and  authority to own its
respective properties, to carry on its respective business and to enter into and
perform its  respective  obligations  under this  Agreement and the  Transaction
Documents.

     (b) Subject to the entry of the Order:

          (i) The execution and delivery of this Agreement by Seller do not, and
     the performance of this Agreement and the  Transaction  Documents by Seller
     will not,  require any consent,  approval,  authorization  or permit of, or
     filing with or notification  to, any  governmental  authority,  domestic or
     foreign, or of any other Person except approvals of the Court; and

          (ii)  This  Agreement   constitutes  the  legal,   valid  and  binding
     obligation of Seller  enforceable  against  Seller in  accordance  with its
     terms.

     (c) Except (i) the Chapter 11 Case and (ii) the  litigation  threatened  by
the International  Brotherhood of Teamsters,  AFL-CIO, by letter to Seller dated
July 16,  2001, a copy of which letter  previously  has been  provided to Buyer,
there is no pending or, to Seller's  knowledge,  threatened action or proceeding
affecting Seller or any of its subsidiaries before any governmental authority or
arbitrator  which could  reasonably  be expected to materially  impair  Seller's
ability to perform its obligations under this Agreement.

5.2. Terminal Property

     (a)  Seller  hereby  specifically  disclaims  any  warranty,  guaranty,  or
representation,  oral or  written,  past,  present,  or  future  of,  as to,  or
concerning the nature and condition of the Terminal Real Property, including the
water, soil, and geology,  and the suitability  thereof and of the Terminal Real
Property  for any and all  activities  and uses which Buyer may elect to conduct
thereon, except as expressly provided herein.

     (b) Buyer  acknowledges that it is being given a sufficient  opportunity to
inspect the Terminal  Property,  Buyer will rely solely on its own investigation
of the Terminal Property and financial analysis of the revenue and expenses that
may be received or incurred in arriving at its decision to purchase the Terminal
Property  and that Buyer is  purchasing  the  Terminal  Property  in its present
condition,  "as is, where is";  and Seller has no  obligation  to construct  any
improvements  thereon,  or to  perform  any other  act  regarding  the  Terminal
Property, except as expressly provided herein.

     (c) Any factual  information such as Tract dimensions,  square footage,  or
sketches  shown to Buyer  or set  forth  herein  are or may be  approximate.  No
liability for any  inaccuracies,  errors or omissions is assumed by Seller,  the
broker or other agents.

     (d) Proper  inspection of the Terminal  Property by qualified experts is an
absolute  necessity  to  determine  whether  or not  there  are any  current  or
potential  environmental  concerns relating to the Terminal Property.  Seller in
this  transaction  has not made, nor will it make, any  representations,  either
expressed  or implied,  regarding  the  existence or  non-existence  of any such
environmental  concerns  in,  on or  around  the  Terminal  Property  except  as
expressly  provided herein.  Problems  involving  environmental  concerns can be
extremely costly to correct. It is the responsibility of Buyer to conduct at its
own expense such  investigations of the environmental  condition of the Terminal
Property as it may desire.

     (e) The  Terminal  Property  shall be  conveyed  subject  to the  Permitted
Encumbrances.  Seller shall under no  circumstances  be deemed to have made, and
Seller hereby expressly disclaims,  any representation or warranty not expressly
set forth  herein,  either  express or  implied,  as to any  matter  whatsoever,
including  the  condition of the Terminal  Property and each part  thereof,  any
environmental  condition  with respect to the Terminal  Property,  including the
presence  of any  hazardous  substance  or material  or any other  pollutant  or
contaminant in or under the Assets (collectively,  "Hazardous Substances"),  and
the adequacy,  suitability or fitness for any particular purpose of the Terminal
Property or any part thereof.

     Buyer  agrees  that  the  TERMINAL  Property  is  being  and  will  be sold
unconditionally and "as is," "where is," "with all faults."

5.3. Rolling Stock

     With respect to the Rolling Stock, and subject to the entry of the Order:

     (a) Seller is the sole and exclusive  legal and equitable owner of, and has
title  to all of the  Rolling  Stock,  free  and  clear  of any  lien,  security
interest,  claim or  encumbrance  of any kind.  At and as of the  Closing  Date,
Seller  will have the right to sell,  convey,  transfer,  assign and  deliver to
Buyer the Rolling Stock.

     (b) Buyer  acknowledges that it is being given a sufficient  opportunity to
inspect the Rolling Stock and all  maintenance and inspection  records  relevant
thereto,  Buyer will rely solely on its own  investigation  of the Rolling Stock
and  financial  analysis  of the revenue  and  expenses  that may be received or
incurred  in arriving at its  decision  to purchase  the Rolling  Stock and that
Buyer is purchasing  the Rolling Stock in its present  condition,  "as is, where
is"; and Seller has no obligation to repair any part thereof,  or to perform any
other act regarding the Rolling Stock, except as expressly provided herein.

     Buyer   agrees  that  the   Rolling   Stock  is  being  and  will  be  sold
unconditionally and "as is," "where is," "with all faults."

5.4. Accounts

     Schedule D lists all of the Accounts maintained on the records of Seller as
of the Cut-Off Date. With respect to each such Account:

     (a) The  information  set forth on  Schedule D with  respect to the Account
(including aging  information and maturity) is, and all documents and agreements
relating to the Account  that have been  delivered to Buyer with respect to such
Account are, true and correct.

     (b) The  Account is  exclusively  owned by Seller and there is no  security
interest or lien in favor of any third party, or the recording or filing against
Seller,  as debtor,  covering or purporting to cover any interest of any kind in
any Account,  except as has been or will be released by each party  holding such
adverse  interest in the  Account  pursuant  to the Order.  Upon  payment of the
Purchase  Price,  all right,  title and interest of Seller with respect  thereto
shall be vested in Buyer, free and clear of any lien,  security interest,  claim
or encumbrance of any kind.

     (c) The  purchased  Account (i) is payable,  in an amount not less than its
face amount, by the Account Debtor identified by Seller as being obligated to do
so, (ii) is based on an actual,  bona fide and lawful  rendition  of services or
sale of  goods to the  Account  Debtor  by  Seller  in the  ordinary  course  of
business,  and all such goods or  services  have been  lawfully  transferred  or
delivered,  (iii) is  denominated  and  payable  only in lawful  currency of the
United States, (iv) is an "account" within the meaning of the Uniform Commercial
Code of the State of Delaware,  and (v) is not  evidenced by any  instrument  or
chattel  paper.  There is no payor other than the Account  Debtor  identified by
Seller as the payor primarily liable on any purchased Account.

     (d) Seller does not have any guaranty of, letter of credit providing credit
support for, or collateral  security for, the purchased Account,  other than any
such guaranty,  letter of credit or collateral  security as has been assigned to
Buyer,  and any such  guaranty,  letter of credit or collateral  security is not
subject to any lien in favor of any other person.

     (e) The contract or other  document  obligating  an Account  Debtor to make
payment with respect to the purchased Account (i) does not contain any provision
prohibiting  the transfer,  sale or assignment of such payment  obligation  from
Seller to Buyer or any further assignment by Buyer to a third party or requiring
the consent of the Account Debtor to any such transfer, sale or assignment, (ii)
has been duly authorized and, together, with the purchased Account,  constitutes
the legal, valid and binding obligation of the Account Debtor in accordance with
its terms,  (iii)  together  with the  applicable  purchased  Account,  does not
contravene in any material  respect any  requirement of law applicable  thereto,
and (iv) is in full  force and  effect  and  applicable  to the  Account  Debtor
insofar as it obligates  the Account  Debtor to make payment with respect to the
Account.

     (f) The  representations,  warranties and statements  made by Seller in the
Transaction  Documents,   any  financial  information  with  respect  to  Seller
delivered to Buyer or any other related documents,  including any description of
the  purchased  Account,  remain  true and correct and do not contain any untrue
statement of material fact nor omit to state a material  fact  necessary to make
the statements made therein not misleading.

     (g) The Account is evidenced  by an invoice or  invoices,  and each invoice
relating  to an  Account  is and on the  Closing  Date will be in full force and
effect and represents and will represent a legal,  valid and binding  obligation
enforceable by the Seller and its assignees in accordance with its terms.

     (h) The Account  Debtor  with  respect to each  Account is a United  States
resident,  is not an affiliate of Seller,  is not a government or a governmental
subdivision  or agency or  instrumentality  and is not subject to any insolvency
proceeding.

     (i)  During  the six  months  prior  to the  Closing  Date  Seller  has not
initiated any programs or procedures that alter its collection  practices in any
material  respect,  including  the  provision of discounts if an entire  Account
balance is paid off in full.

     (j) Seller and its agents and employees  have complied with all  applicable
laws,  rules,  and  regulations  with respect to the creation of the Accounts or
their  transfer  or  assignment  to Buyer or with  respect  to the  transfer  of
information, including all privacy laws, rules and regulations.

     (k) The Accounts are not the subject of any  asserted  dispute  (whether or
not in writing), offset, hold back defense, adverse claim or other claim.

     (l) The Accounts are not subject to any contingent performance requirements
of the Seller.

     (m) None of the  Accounts has been  referred to a  collection  agency or an
attorney or a third party for collection.

     (n) The Accounts were  originated in material  compliance with the Seller's
credit and collection policies in force at the time the Accounts were created.

     (o) The  Accounts  have not  been  modified  or  restructured  since  their
creation.

     (p) The Seller has not established any offset arrangements with any Account
Debtors with respect to the Accounts.

     (q) The Accounts do not represent  any amounts owing by any Account  Debtor
in respect of sales taxes, interest, late charges, or similar items.

     Buyer's  purchase  of the  Accounts  shall be wholly  without  recourse  to
Seller,  except as provided in Section 2.4 of this  Agreement.  No  provision of
this  Agreement  shall be deemed  to  constitute  a  guaranty  by Seller  that a
purchased Account will be collected by Buyer.

5.5. Environmental Matters

     (a) For purposes of this Agreement:

          (i)   "Onsite   Environmental   Liability"   means   any   obligation,
     responsibility,   liability,  cost  or  expense  (whether  known,  unknown,
     liquidated or unliquidated,  absolute or contingent) relating to or arising
     from:

               (A) any violation of, or  noncompliance  with, any  Environmental
          Requirements associated with the ownership or operation of the Assets;
          or

               (B) any wastes, petroleum,  Hazardous Substances or contamination
          at, in, on, under, or emanating or migrating from or onto the Assets.

          (ii)  "Environmental   Requirements"   means,  for  purposes  of  this
     Agreement,  all federal,  state,  local and foreign statutes,  regulations,
     ordinances  and other  provisions  having  the force or effect of law,  all
     judicial and administrative  orders and determinations,  and all common law
     concerning pollution or protection of the environment,  including all those
     relating to food or to the presence, use, production, generation, handling,
     transportation,   treatment,  storage,  disposal,  distribution,  labeling,
     testing,  processing,  discharge,  release, threatened release, control, or
     cleanup  of  any  hazardous  materials,   substances  or  wastes,  chemical
     substances  or  mixtures,  pesticides,   pollutants,   contaminants,  toxic
     chemicals,  petroleum  products or  byproducts,  asbestos,  polychlorinated
     biphenyls,   noise   or   radiation,   including   (A)  the   Comprehensive
     Environmental  Response,  Compensation  and Liability Act of 1980,  (B) the
     Resource Conservation and Recovery Act, 42 U.S.C. ss.ss. 6901, et seq., and
     (C) the Solid Waste Disposal Act.

     (b) Buyer  acknowledges and agrees that as of the Closing Date, Buyer shall
have no claim or recourse against Seller in respect of any Onsite  Environmental
Liabilities.  Buyer shall not, however, assume any responsibility for any Onsite
Environmental  Liabilities  of Seller,  nor shall Buyer have any  obligation  to
indemnify or hold harmless Seller in respect thereof.

     (c) To the fullest  extent  permitted by the terms of any insurance  policy
maintained by Seller or any  predecessor,  Buyer shall have the right at its own
expense  to seek  coverage  from the  relevant  carrier  in the  event  that any
applicable Environmental Requirements impose any obligation or responsibility on
Buyer for any Onsite Environmental Liability, other than an Onsite Environmental
Liability caused by Buyer, or environmental  claims arising from the shipment or
migration of Hazardous  Substances from any of the Tracts.  At Buyer's  request,
Seller  shall  file a notice of claim and  provide  such  other  assistance  and
information as may be reasonably necessary for Buyer to make such a claim.

     (d) To Seller's  knowledge,  it is in compliance  in all material  respects
with the  provisions  of all licenses and permits held by Seller that pertain to
the  Environmental  Requirements  applicable  to each Tract and has  received no
notices of violation or similar notice or any claim from any person with respect
to any material Environmental  Requirements applicable to any Tracts; and Seller
is  not  subject  to  any  litigation,  order  or  decree  with  respect  to the
Environmental Requirements applicable to any Tract.

                             6. Expenses; No Broker

6.1. Expenses of the Parties

     (a) Buyer shall pay for recording  the Deeds,  for filing any UCC Statement
and for all  searches,  surveys,  title  insurance  and other  conveyancing  and
closing expenses. The real estate transfer taxes, if any, will be paid by Buyer.

     (b) Each party shall pay its own legal fees.

     (c) Seller shall pay the fees of the Deposit Escrow Agent.  Buyer shall pay
the fees of the Holdback Escrow Agent and the fees of the Putback Referee to the
extent that such fees relate to the service of the Putback Referee under Section
2.4 of this Agreement.

     (d)  Seller  will  cooperate  with  Buyer to have the  benefits  of Section
1146(c) of the Bankruptcy Code apply to the transfer to the extent  permitted by
law.

6.2. No Broker

     The parties warrant to each other that neither has dealt with any broker or
other  intermediary with respect to this transaction in any manner,  which would
create a right to a commission  except that Seller shall be responsible  for any
fees due Raymond James in connection with the sale of the Assets.  If any broker
or other intermediary  claims a commission or other compensation with respect to
this transaction, the party alleged to have created the right to such commission
or compensation  shall be responsible  for defending  against such commission or
compensation  claim(s) and shall indemnify and hold the other party harmless of,
from,  and with  respect to, any such  claim(s),  including  the cost of defense
thereof.

                             7. Covenants of Seller

7.1. Operations Prior to Closing

     Between the Effective Date and the Closing Date:

     (a) Except for the Terminal Property to be operated by Buyer as provided in
Section  4.5,  Seller  shall  maintain  the Assets in their  present  condition,
reasonable wear and tear and damage by casualty excepted;

     (b) Seller will  promptly  deliver  notice to Buyer of all actions,  suits,
claims and other  proceedings  affecting  the Assets or the use,  possession  or
occupancy thereof;

     (c) Seller will not convey any  portion of the Assets or remove,  or permit
to be removed,  any portion of the Terminal  Personal  Property  from the Tracts
except as required in the  ordinary  course of  operation of the Assets and will
not enter into, make, grant or suffer any mortgage,  lien,  encumbrance,  lease,
license,  franchise,  concession or other occupancy agreement for any portion of
the Assets,  any  easement,  right of way,  covenant or  restriction  on or with
respect to the Assets or any  portion  thereof,  or any  management,  service or
other agreement affecting the Assets; and

     (d) Seller will continue to collect the Accounts in the ordinary  course of
business.

7.2. Covenants as to Accounts

     (a)  During  the period  commencing  on August  11,  2001 and ending on the
Closing Date, Seller:

          (i) Will use its best  efforts,  in the  ordinary  course of  business
     consistent  with  Seller's  past  practice  with  respect  to its  Accounts
     Receivable,  to collect payment on the Accounts  pursuant to Section 2.3(b)
     and provide Buyer with information as to Accounts on a weekly basis;

          (ii)  Will  not  grant  to any  Account  Debtor  any  discount,  other
     reduction of obligation,  modification or  restructuring  without the prior
     written consent of Buyer; and

          (iii) Will not refer any Account to a collection agency or an attorney
     or a third party for collection without the prior written consent of Buyer.

     (b) Seller covenants and agrees with Buyer that:

          (i) Seller will advise Buyer promptly and in reasonable  detail of (A)
     any lien or claim asserted  against any of the Accounts and known to Seller
     or  (B)  the   occurrence   of  any   breach   by  Seller  of  any  of  its
     representations,  warranties or covenants in this Agreement relating to the
     Accounts;

          (ii)  Seller  shall  execute  (if  required)  and file such  financing
     statements and other documents  reasonably  requested by Buyer or which may
     be required by law to fully  preserve and protect the interests of Buyer in
     and to the Accounts following the Closing;

          (iii) Seller shall cooperate with Buyer to effect an orderly  transfer
     of the  Accounts  from Seller to Buyer and the  servicing  thereof,  and at
     Buyer's  request  will send a letter  to each  Account  Debtor,  reasonably
     satisfactory  to  Buyer,  advising  the  Account  Debtor of the sale of the
     Account; and

          (iv) If Buyer files a legal  action to collect on an  Account,  Seller
     will fully cooperate with Buyer with respect to such action.

7.3. Certain Equipment

     Seller  shall use its best  efforts  to  deliver  to Buyer,  as part of the
Assets and without further adjustment to the Purchase Price, not more than three
lengths of hose per trailer  included in the Rolling  Stock.  In the  reasonable
discretion  of Seller,  possession  of such hoses may be  delivered  to Buyer by
including such hoses in the Rolling Stock  delivered to Buyer in accordance with
Section  4.6(b) or by making such hoses  available  to Buyer at any  facility of
Seller.

7.4. Right of First Refusal

     (a) When and if Seller  determines  to sell all or any part of its Accounts
Receivable created subsequent to the Cut-Off Date (the "Additional Accounts") or
receives a bona fide offer to purchase the Additional  Accounts from a person or
entity  other than Buyer,  Seller  shall  deliver  written  notice to Buyer (the
"Accounts Offer"),  specifying (i) the identity of the proposed purchaser of the
Additional Accounts (the "Accounts  Offeree");  (ii) the proposed cash and other
consideration  being offered for the  Additional  Accounts (the "Offer  Price");
(iii)  evidence  that the  Accounts  Offeree  is a bona  fide  purchaser  of the
Additional  Accounts and is ready,  willing and able to purchase the  Additional
Accounts  at the Offer  Price;  and (iv) all other terms and  conditions  of the
offer.  The  Accounts  Offer  shall  be  accompanied  by  a  complete  list,  in
substantially  the  same  form as  Schedule  D, of the  Additional  Accounts  in
existence on the date of the Accounts Offer. The Accounts Offer shall constitute
an irrevocable  offer by Seller to sell the Additional  Accounts to Buyer at the
Offer  Price and on the same  terms  and  conditions  as the  offer  made by the
Accounts Offeree.

     (b) Within 10 business  days  following  its receipt of the Accounts  Offer
(the  "Acceptance  Period"),  Buyer  may give  written  notice  to Seller of its
decision  to purchase  the  Additional  Accounts  (the  "Accounts  Acceptance"),
accompanied  by a deposit in an amount  equal to 10% of the Offer  Price,  which
shall be delivered to a neutral party reasonably  acceptable to Buyer and Seller
for deposit  into a federally  insured,  interest-bearing  escrow  account.  The
Accounts Acceptance shall be deemed to be an irrevocable  commitment to purchase
from Seller the Additional Accounts described in the Accounts Offer.

     (c) If Buyer does not give an  Accounts  Acceptance  during the  Acceptance
Period, or gives any notice expressly  declining the Accounts Offer,  Seller (i)
shall be under no obligation to sell any of the Additional Accounts to Buyer but
(ii) may sell the Additional  Accounts to the Accounts Offeree,  within a period
of six months from the date of the Accounts  Offer, at a price not less than the
Offer Price and on such other terms and  conditions as are no more  favorable to
the Accounts  Offeree than those specified in the Accounts Offer. If Seller does
not complete the sale of the Additional  Accounts within such six-month  period,
the  provisions  of this  Section  7.3  again  shall  apply,  and no sale of the
Additional Accounts shall be made otherwise than in accordance with the terms of
this Section 7.3.

     (d) The  closing  of the  purchase  of the  Additional  Accounts  by  Buyer
pursuant  to this  Section  7.3 shall take place on the date and at the time and
place as the  parties to the sale may agree,  but in no event later than 90 days
following the date of the Accounts Offer.

                         8. Due Diligence; Conditions.

8.1. Due Diligence

     (a) Buyer has until the date immediately  preceding the date of the hearing
before the Court on the Approval Motion (the "Due Diligence  Date"),  to inspect
the Assets, including with respect to the subjects covered by Section 4.3 above.
Buyer has the right to terminate  this  Agreement on or before the Due Diligence
Date. In such event,  the Deposit shall be returned to Buyer.  If Buyer does not
exercise its right to terminate  under this Section,  and the Court approves the
sale as described in Section 9, then the Closing  shall take place in accordance
with Section 3.

     (b) If any of the  conditions  set forth in Section 3.5 and  paragraph  (a)
above  has  not  been  achieved,  or if  the  results  thereof  are  not  wholly
satisfactory  to  Buyer  for any  reason,  or if  Buyer  determines  that any of
Seller's representations or warranties are untrue in any material respect, then,
in addition to any other legal or equitable  remedies  available to Buyer, Buyer
may cancel this Agreement,  in which case Escrow Agent shall refund the Deposit,
including  all  accrued  interest,  to Buyer,  whereupon  this  Agreement  shall
terminate  and the parties  hereto shall have no further  rights or  obligations
hereunder.

8.2. Inspection of Property

     Buyer,  its agents,  employees  and  contractors  shall have the right,  at
Buyer's risk and expense,  from time to time prior to the Due Diligence Date, to
inspect the Property, perform surveys, dig test holes, make engineering studies,
environmental  studies and perform  whatever other tests and  evaluations  Buyer
elects.

                           9. Court Approval of Sale

9.1. Court Approval Required

     Seller's  obligations to sell the Assets under this Agreement  shall not be
binding  on  Seller  until the Court  approves  the sale of the  Assets to Buyer
subsequent to the Auction  substantially on the terms of this Agreement  ("Court
Approval").  Subject to the satisfaction of the conditions set forth in Sections
3.5 and 8.1, Buyer's obligations to purchase the Assets on the terms and subject
to the conditions of this Agreement shall be binding on Buyer from and after the
Effective Date.

9.2. Motion to Court

     (a) Promptly after the Effective  Date,  Seller shall file with the Court a
motion  (the  "Approval  Motion")   requesting  that  the  Court  (i)  establish
procedures  for  the  sale of the  Assets  consistent  with  the  provisions  of
paragraph (b) below; and (ii) hold the 363 Hearing (as defined below) to approve
the  sale of the  Assets  pursuant  to this  Agreement.  Buyer  shall be given a
reasonable  opportunity  to review and comment on the  Approval  Motion,  Seller
shall give reasonable consideration to the comments of Buyer and its counsel and
such the Approval Motion shall be reasonably satisfactory to Buyer. Seller shall
use all  reasonable  efforts to obtain  approval of the  Approval  Motion by the
Court.

     (b) The Approval Motion shall:

          (i)  provide  that the sale of the Assets on the terms and  subject to
     the  conditions of this  Agreement and the sale of the Property (as defined
     in the Real  Estate  Purchase  Agreement)  on the terms and  subject to the
     conditions of the Real Estate  Purchase  Agreement shall be considered as a
     single transaction;

          (ii) provide  that any other bidder at the Auction (as defined  below)
     shall (A) pay an aggregate  purchase  price for the Assets and the Property
     (as  defined  in the  Real  Estate  Purchase  Agreement)  that is at  least
     $1,000,000  greater than the sum of the  Purchase  Price for the Assets and
     the Purchase  Price for the Property set forth in the Real Estate  Purchase
     Agreement,  with subsequent bid increments of $500,000; and (B) make a cash
     deposit equal to at least ten percent (10%) of the amount bid; and

          (iii) request  approval of (A) the payment by Seller to Buyer of a fee
     in an amount  equal to 3% of the  Purchase  Price  (the  "Topping  Fee") in
     accordance  with Section 9.4 in the event that Buyer is not the  successful
     bidder at the Auction and (B) the Escrow Agreement.

9.3. Auction; Hearing

     Upon approval by the Court of the Approval Motion,  Seller shall conduct an
auction sale (the  "Auction")  of the Assets,  followed as soon as  practicable,
consistent  with the procedures of the Court,  by a hearing  pursuant to Section
363 of the Bankruptcy Code (the "363 Hearing"), at which the Court will consider
whether to approve the sale of the Assets to the high bidder at the Auction.

9.4. Topping Fee

     If Buyer is not the  successful  bidder at the  Auction,  then  within  one
business day of the closing of the sale of the Assets to the successful  bidder,
Seller  shall  (a) pay to Buyer  the  Topping  Fee and (b)  return  to Buyer the
Deposit, together with interest accrued thereon.

                           10. Condemnation; Casualty

10.1. Terminal Property

     (a)  Should  any part of the  Terminal  Property  be taken  under  power of
eminent domain  between the date of this Agreement and the Closing Date,  Seller
shall  immediately  give written  notice  thereof to Buyer and within 30 days of
such notice Buyer,  at its option,  may terminate this Agreement with respect to
the Terminal Property by notice to Seller.  On such a termination,  the Purchase
Price  shall be  reduced  by an  amount  equal to the  value of such part of the
Terminal Property,  as mutually agreed by Seller and Buyer, and a portion of the
Deposit  shall be  returned  to Buyer and Buyer  shall  have no  further  rights
hereunder in such Terminal Property or in the condemnation  award. If Buyer does
not so  terminate  this  Agreement,  Seller shall credit to Buyer at Closing all
sums  theretofore  received by Seller on account of the  condemnation  award and
assign to Buyer,  Seller's right to any sums thereafter receivable on account of
such award.

     (b) If at any time after the date of this  Agreement  and prior to the date
of Closing any material portion of the Terminal  Property is lost,  destroyed or
damaged as a result of fire or any other cause whatsoever, Seller shall promptly
give written  notice  thereof to Buyer,  and Buyer shall have the right,  at its
sole option,  to terminate this Agreement with respect to such Terminal Property
by giving  Seller  written  notice of its intent to terminate  within 10 days of
Buyer's  receipt of the aforesaid  notice from Seller or other  discovery of the
loss, damage as destruction. On such a termination,  the Purchase Price shall be
reduced by an amount  equal to such part of the  Terminal  Property  as mutually
agreed by Seller  and Buyer,  and a pro rata  portion  of the  Deposit  shall be
returned  to Buyer and,  in such  event,  neither  party  shall have any further
liability or obligation  hereunder  with respect to such Terminal  Property.  If
Buyer does not  terminate  this  Agreement  with respect to such  Property,  the
proceeds of any insurance  paid to Seller at or prior to the time of Closing and
all unpaid  claims and rights in  connection  with  losses  shall be assigned to
Buyer at Closing  without in any manner  affecting the Purchase  Price.  Seller,
between the date of this  Agreement and the date of Closing,  shall maintain and
keep in full force and effect all  insurance  policies  presently  in force with
respect to the Assets.

10.2. Rolling Stock

     If at any time  after the date of this  Agreement  and prior to the date of
Closing any item or portion of the Rolling  Stock is lost,  destroyed or damaged
as a result of a motor  vehicle  accident or any other  casualty,  Seller  shall
promptly give written notice  thereof to Buyer,  and Buyer shall have the right,
at its sole option,  of excluding such item or portion of the Rolling Stock from
the Rolling  Stock to be conveyed  and  delivered at Closing,  by giving  Seller
written  notice of its intent to exclude  such item or portion  from the Rolling
Stock within 10 days of Buyer's receipt of the aforesaid notice from Seller.  In
such event,  the Purchase Price shall be reduced by an amount equal to the value
of the excluded  item as  determined by Seller and Buyer and neither party shall
have any further liability or obligation  hereunder with respect to such item or
portion of the Rolling  Stock.  If Buyer does not elect to exclude  such item or
portion of the Rolling Stock, the proceeds of any insurance paid to Seller at or
prior to the time of Closing and all unpaid claims and rights in connection with
losses shall be assigned to Buyer at Closing without in any manner affecting the
Purchase  Price.  Seller,  between  the date of this  Agreement  and the date of
Closing, shall maintain and keep in full force and effect all insurance policies
presently in force with respect to the Rolling Stock.

                                  11. Default

11.1. Default by Buyer

     Subject to the  provisions  of Section  9,  should  Buyer fail to close the
purchase of the Assets when  required  to do so  according  to the terms of this
Agreement through no fault or breach hereof on the part of Seller,  and provided
Seller shall be ready, willing and able to sell the Assets to Buyer on all terms
and conditions contained in this Agreement, then Seller may treat this Agreement
as  terminated  and  Seller  shall  thereupon  be  entitled  to the  Deposit  as
liquidated  damages,  it being  impractical  and extremely  difficult to fix the
actual  damages,  and the parties  mutually agree that this will be the sole and
exclusive  remedy of Seller.  Seller shall not seek or obtain any money or other
judgment  against Buyer or any disclosed or  undisclosed  principal,  officer or
employee  of Buyer,  or  against  the  assets or estate of Buyer,  or any of the
foregoing persons,  and Seller's sole recourse for payment of said amounts shall
be to the Deposit.

11.2. Default by Seller

     Subject to the  provisions of Section 9, should Seller be unable to or fail
to convey title to the Assets on the Closing Date according to the terms of this
Agreement,  or if Seller shall  otherwise be in breach of this  Agreement,  then
Buyer may treat this Agreement as  terminated,  in which event the Deposit shall
be forthwith  returned to Buyer. If Buyer elects not to terminate this Agreement
but to treat this  Agreement  as being in full force and  effect,  then  nothing
herein shall be construed  to prevent its  enforcement  by an action of specific
performance  or any other legal or equitable  remedies,  provided Buyer shall be
entitled to a credit  against the Purchase Price to the extent of any mortgages,
liens or other  encumbrances  affecting  the Assets  (other  than the  Permitted
Encumbrances)  caused by Seller  and not shown as a title  exception  on Buyer's
title commitment.

                                  12. Release

     Except as  provided  in Section  2.4 with  respect to  Putbacks,  as of the
Closing,  Buyer shall release and  discharge  Seller,  its officers,  directors,
employees, agents, consultants or counsel (each, a "Seller Party;" collectively,
the "Seller  Parties")  from any and all claims or causes of action which Buyer,
its officers, directors, employees or agents may have against any Seller Parties
arising  out of or  relating  to the  condition  of the  Assets,  including  the
environmental condition thereof; provided,  however, that such release shall not
prohibit or be  construed  to prohibit  Buyer from  joining any Seller  Party or
Seller Parties as third-party defendant(s), cross-defendant(s),  defendant(s) on
Buyer's counterclaim or otherwise in any proceedings brought by any Seller Party
or any third party  (specifically  including  any  governmental  agency or body)
arising out of or relating to the condition of the Assets.

                                13. Recordation

     Neither this Agreement nor any memorandum hereof shall be recorded.

                                   14. Merger

     Except as expressly provided in this Agreement, all of the representations,
warranties,  covenants and/or  agreements of Seller contained in this Agreement,
and all of Seller's  obligations to be performed  under the  provisions  hereof,
shall merge into the Deeds delivered to Buyer at Closing.

                                   15. Notice

     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 electronic  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 Seller or Buyer under this Agreement  shall be
delivered to Seller or Buyer 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:

i.  If to Seller, to:                       with a copy to:

      Matlack Systems, Inc.                 Baker, Donelson, Bearman &
                                                 Caldwell, P.C.
      One Rollins Plaza                     2200 Riverview Tower
      2200 Concord Pike                     900 South Gay Street
      Wilmington, DE  19803                 Knoxville, TN 37901
      Attention:  Mr. Patrick Bagley        Attention:  Robert F. Worthington,
                                                 Esq.
      Telephone:  302.426.2930              Telephone:  865.549.7000
      Facsimile:  302.426.3699              Facsimile: 865.525.8569

ii. If to Buyer, to:                        with a copy to:

      Quality Carriers, Inc.                Morgan, Lewis & Bockius LLP
      3802 Corporex Park Drive              1701 Market Street
      Tampa, FL  33619                      Philadelphia, PA 19103-2921
      Attention:  Robert Kasak, Esq.        Attention:  Peter S. Sartorius, Esq.
      Telephone:  1.800.282.2031 x7309      Telephone: 215.963.5466
      Facsimile:  813.630.9567              Facsimile: 1.877.432.9652

                             16. General Provisions

16.1. Governing Law

     This  Agreement  shall be governed by and construed in accordance  with the
internal  laws of the State of Delaware,  without  reference to conflicts of law
principles.

16.2. Construction and Interpretation of Agreement

     (a) The article and section headings in this Agreement are inserted for the
convenience  of the  parties  and in no way  alter,  modify,  amend,  limit,  or
restrict the contractual obligations of the parties.

     (b) 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.

     (c) Any  defined  term  used in the  plural  refers to all  members  of the
relevant  class,  and any defined term used in the singular refers to any one or
more of the members of the relevant class. The use of a pronoun of any gender is
applicable to all genders.

     (d) The terms  "herein,"  "hereof,"  "hereto,"  "hereunder" and other terms
similar to such terms refer to this  Agreement  as a whole and not merely to the
specific article, section,  paragraph or clause where such terms may appear, and
article,  section,  subsection,  schedule  and  exhibit  references  herein  are
references to articles,  sections and  subsections of and schedules and exhibits
to this Agreement, unless otherwise specified.

     (e)  The  term  "including"  means  "including,  but  not  limited  to"  or
"including",  the phrase "may not" is prohibitive  and not  permissive,  and the
word "or" is not exclusive.

     (f) Unless  otherwise  stated in this  Agreement,  in the  computation of a
period of time from a specified date to a later  specified date, the word "from"
means "from but  excluding"  and the words "to" and  "until"  each means "to and
including."

16.3. Non-Waiver

     No waiver or  waivers by any party of any  breach,  default,  liability  or
performance  by the other  party  shall be deemed or  construed  a waiver of any
other term, condition or liability or the breach or default thereof.  Failure on
the part of any party to  complain  of any action or inaction on the part of the
other party or to declare  the other  party in default,  no matter how long such
failure may continue, shall not be deemed to be a waiver by such party of any of
its rights hereunder.

16.4. Amendment

     This  Agreement  may not be changed other than by an instrument in writing,
signed by the party (or the  assignee  of a party,  to the extent  permitted  by
Section 16.6) if against which the enforcement of the change is sought.

16.5. Entire Agreement

     This  Agreement  constitutes  the  entire  agreement  between  the  parties
respecting  the subject  matter  hereof,  and in no event shall  either party be
charged with any covenant,  representation,  warranty,  guarantee,  indemnity or
other agreement,  except to the extent  expressly stated in this Agreement.  Any
and all Exhibits and the Rider  annexed to this  Agreement  are an integral part
hereof.

16.6. Assignment

     Buyer shall have the right to assign its rights under this  Agreement,  (a)
in respect of one or more of the Tracts  included in the  Terminal  Property and
the related Improvements and Terminal Personal Property,  to one or more persons
or  entities  engaged in the  business  of owning  and/or  operating  properties
similar to the  Terminal  Property  pursuant to  contractual  arrangements  with
Buyer; and (b) in respect of the Accounts, to any person engaged in the business
of purchasing  accounts  receivable (in each case, an "Assignee"),  in each case
upon written notice to Seller  executed by Buyer and Assignee  setting forth the
name and a brief description of Assignee and either the identity of the Tract or
Tracts  with  respect to which  Buyer is  assigning  its rights to Assignee or a
statement  that Buyer is  assigning  its rights with  respect to the Accounts to
Assignee.  From and after the  execution  of such  notice by Seller,  the notice
shall become incorporated into this Agreement and Assignee shall become bound by
this Agreement with respect to the Assets so assigned as if Assignee's name were
set  forth  in  place  of the  term  "Buyer;"  provided,  however,  that no such
assignment  shall relieve Buyer from its  obligations  hereunder.  Except as set
forth above,  this  Agreement  shall not be assigned  without the prior  written
consent of Seller and Buyer.

16.7. Binding Effect

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
respective  parties,   and  their  successors,   assigns,   heirs  and  personal
representatives, except as otherwise expressly provided herein.

16.8. Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original.

                       * Signatures appear on next page *
Signatures

     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of the parties hereto as of October 2, 2001.

                                                   MATLACK SYSTEMS, INC.,
                                                   a Delaware corporation

                                                   By: /s/ Patrick J. Bagley
                                                       ---------------------
                                                   Name: Patrick J. Bagley
                                                   Title: Vice President-Finance

                                                   QUALITY CARRIERS, INC.,
                                                   an Illinois corporation

                                                   By: /s/ Dennis Farnsworth
                                                       -------------------------
                                                   Name: Dennis Farnsworth
                                                  Title: Chief Financial Officer
Exhibit 2(b)
                                                                  Execution Copy

                         Real Estate Purchase Agreement

     THIS REAL ESTATE PURCHASE  AGREEMENT (this  "Agreement") is entered into as
of July 27, 2001 (the "Effective Date") by and between Matlack Properties, Inc.,
f/k/a Super Service, Inc., a Pennsylvania  corporation  ("Seller"),  and Quality
Carriers, Inc., an Illinois corporation ("Buyer").

                                    Agreement

     In consideration of the mutual covenants contained herein, and intending to
be legally bound hereby, the parties agree as follows:

                       1. Agreement to Sell and Purchase

     On the terms and subject to the conditions of this Agreement, Seller hereby
agrees to sell and convey to Buyer,  and Buyer  hereby  agrees to purchase  from
Seller,  in  consideration  of the  payment of the  Purchase  Price  pursuant to
Section 2, all of Seller's  right,  title and  interest in and to the  following
(the "Property"):

     (a) those certain tracts or parcels of land described on Schedule A hereto,
as such descriptions may be modified pursuant to surveys to be obtained by Buyer
at Buyer's option and expense (each such tract or parcel,  a "Tract"),  together
with (i) all the buildings,  structures,  improvements  and fixtures  erected or
located  thereon  (the  "Improvements"),  (ii) any land  lying in the bed of any
highway,  street or road,  private or public,  open or proposed,  in front of or
abutting  or  adjoining  a Tract or any  portion  thereof,  to the  center  line
thereof, (iii) all damages, awards, claims and causes of action now or hereafter
payable or  assertable  with  respect to any of the  foregoing  by reason of any
exercise  of the power of eminent  domain,  any  change of grade of any  street,
road, highway, avenue or alley, or any damage,  destruction,  loss or removal of
any of the foregoing,  (iv) all licenses,  permits,  certificates  and approvals
issued by public  authorities  and  necessary  or useful for the current use and
occupancy  of each Tract or the  Improvements,  and (v) all  awards,  easements,
rights  of  way,  licenses,  covenants,   agreements,   strips,  gores,  rights,
privileges and appurtenances  which attach,  benefit,  relate or are incident to
each Tract or the Improvements (collectively, the "Real Property"); and

     (b) all machinery, equipment, furniture and other personal property located
at the Real Property, including those items identified on Schedule B hereto (the
"Personal Property").

                               2. Purchase Price

2.1. Purchase Price; Payment

     The purchase price to be paid for the Property shall be Three Million, Five
Hundred  Ninety-Seven  Thousand and 00/100 Dollars  ($3,597,000.00),  subject to
adjustment as provided in this Agreement (the  "Purchase  Price").  and shall be
paid as follows:

     (a) Upon execution of this Agreement,  Three Hundred  Fifty-Nine  Thousand,
Seven  Hundred  and  00/100  Dollars  ($359,700.00)  (the  "Deposit")  shall  be
deposited  by Buyer  with Chase  Manhattan  Trust  Company,  N.A.  (the  "Escrow
Agent"),  to be held in a major  money  market  escrow  account  pursuant to the
provisions of that certain Escrow  Agreement of even date herewith among Seller,
Buyer and Escrow Agent (the "Escrow  Agreement").  At the Closing,  the Deposit,
together with all interest earned thereon, shall be credited to Buyer on account
of the Purchase  Price.  As used herein,  the term "Deposit"  shall be deemed to
include all interest earned thereon.

     (b) At the  Closing,  Buyer  shall  deliver  to the  Escrow  Agent  by wire
transfer the balance of the Purchase Price, less the prorations, adjustments and
closing costs provided for in this Agreement.

2.2. Prepayments; Prorations

     Rentals,  water, sewer and other utility charges,  real property,  personal
property,  and other taxes, similar assessments,  and other prepaid expenses and
accruals  in respect of any part of the  Property,  applicable  to periods  both
prior to and after  Closing,  whether  paid before the  Closing  Date or payable
after the Closing Date, in any case such as are  customarily  prorated by buyers
and sellers of  property  similar to the  Property,  shall be prorated as of the
Closing Date. The estimated net amounts of such  prorations  shall be subtracted
from the cash  portion of the  Purchase  Price if Buyer is  entitled  to a debit
therefor,  or added to the  Purchase  Price if  Seller is  entitled  to a credit
therefor.  Buyer and Seller shall use their commercially reasonable best efforts
to  calculate  all  prorations  at or prior to the Closing  and, at or about the
Closing,  Seller and Buyer  shall take  readings or other  measurements  of gas,
water, electricity and other utilities. Absent manifest error, such readings and
measurements  shall  be  binding,  conclusive  and  used  for  purposes  of  the
apportionment provided herein.

2.3. Other Adjustments

     If the  parties  determine  that any part of the  Personal  Property is not
owned by Seller, such Personal Property shall be omitted from this Agreement and
the Purchase Price shall be adjusted accordingly.

                                   3. Closing

3.1. Time and Place of Closing

     The closing of the purchase and sale of the Property (the "Closing")  shall
take place on October 1, 2001 or as soon thereafter as practicable or such other
date as the  parties  agree in writing,  but in no event later than  October 31,
2001 (the  "Closing  Date").  The  Closing  shall take  place at the  offices of
Morgan,  Lewis  &  Bockius,  LLP,  counsel  to  Buyer,  at 1701  Market  Street,
Philadelphia,  PA 19103-2921, unless the parties agree in writing to a different
location for the Closing. Time is of the essence in this Agreement.

3.2. Seller's Closing Deliveries

     On the Closing Date, Seller shall deliver to Buyer the following:

     (a) With respect to the Real Property, Special Warranty Deeds duly executed
by Seller and acknowledged in recordable form, sufficient to vest in Buyer title
to the Real  Property  in  accordance  with  this  Agreement  (each,  a  "Deed";
collectively, the "Deeds");

     (b) A bill of sale or other  instrument  of  conveyance  duly  executed  by
Seller  sufficient to vest in Buyer title to the Personal Property in accordance
with this Agreement (the "Bill of Sale");

     (c) A copy of an Order (the "Order") in the case of Matlack  Systems,  Inc.
et al. (Case No. 01-01114(MFW))  (Jointly  Administered) (the "Chapter 11 Case")
in the  United  States  Bankruptcy  Court  for the  District  of  Delaware  (the
"Court"),   in  substantially  the  form  set  forth  in  the  Approval  Motion,
specifically  authorizing  the sale of the Property to Buyer in accordance  with
this  Agreement and  authorizing  the Trustee (if there is a Trustee or, if not,
the Debtor) to execute the Deeds,  the Bill of Sale, the  certificates of title,
the  Accounts  Receivable  Assignment  and  all  other  documents  necessary  to
consummate  the  Contemplated  Transactions   (collectively,   the  "Transaction
Documents");

     (d) Such additional  affidavits and certifications as the Title Company (as
hereinafter defined) shall require,  including  certificates necessary to delete
standard title insurance  exceptions  (including exception for mechanic's liens)
and any  documentation,  in a form reasonably  acceptable to Seller, as Buyer or
the Title Company  reasonably may deem necessary to effectuate the  transactions
contemplated by this Agreement (the "Contemplated Transactions"); and

     (e) Such additional documentation, in a form reasonably acceptable to Buyer
and  Seller,   as  Buyer   reasonably  may  deem  necessary  to  effectuate  the
Contemplated Transactions.

3.3. Buyer's Closing Deliveries

     On the Closing Date, Buyer shall deliver to Seller the following:

     (a) the Purchase  Price,  deposited  into the Escrow  Account in accordance
with Section 2.1; and

     (b) Such additional documentation, in a form reasonably acceptable to Buyer
and  Seller,   as  Seller  reasonably  may  deem  necessary  to  effectuate  the
Contemplated Transactions.

3.4. Conditions to Seller's Obligation

     Seller  shall have no duty to complete  the sale of the  Property and shall
have no liability  to Buyer under this  Agreement  unless each of the  following
conditions has been satisfied on or before the Closing Date, any of which may be
waived in whole or in part by Seller:

     (a) Buyer shall have delivered all of the items described in Section 3.3.

     (b) In accordance  with Section 8 of this  Agreement,  Court Approval shall
have been obtained on or before  October 31, 2001,  and the order granting Court
Approval shall not be subject to a stay pending appeal.

     (c) "Court  Approval," as defined in the Asset Purchase  Agreement dated as
of July 27, 2001 among Matlack Systems,  Inc., a Delaware  corporation  ("MSI"),
Seller and Buyer (the "Asset Purchase Agreement"), shall have been obtained with
respect to the sale to Buyer by Seller and MSI of the Assets identified  therein
and the  transactions  contemplated  thereby,  and Buyer shall be  obligated  to
effect a closing  with  respect  to such sale on the  terms and  subject  to the
conditions set forth in the Asset Purchase Agreement.

3.5. Conditions to Buyer's Obligations

     Buyer shall have no duty to complete the purchase of the Property and shall
have no liability to Seller under this  Agreement  unless each of the  following
conditions has been satisfied on or before the Closing Date, any of which may be
waived in whole or in part by Buyer:

     (a) Seller shall have delivered all of the items described in Section 3.2.

     (b) The  representations and warranties of Seller contained herein shall be
true and correct in all  material  respects  as of the  Closing  Date and Seller
shall have  performed and complied  with all  covenants  and  conditions of this
Agreement  on its part to be  performed  and  complied  with  prior to or on the
Closing Date, as the case may be.

     (c) Title  Company  shall be  prepared  to issue to Buyer an owner's  title
insurance  policy in the amount of the  Purchase  Price,  and shall  insure,  at
standard  regular rates,  that, as of the Closing Date, title to the Property is
marketable and subject to no exceptions or  reservations  other than as provided
in Section 4.2.

     (d)  Without  limiting  the  generality  of Section  7.1,  Buyer shall have
obtained by the Due Diligence Date results wholly  satisfactory  to Buyer of all
inspections   which   Buyer  may   perform,   including,   without   limitation,
environmental and engineering inspections,  test-borings, soil or surface and/or
subsurface  tests,  permits,  zoning and development  review,  and review of the
requirements of any  governmental  authority having  jurisdiction  over the Real
Property.  If the results of such  inspections  are not wholly  satisfactory  to
Buyer,  Buyer shall have the right to terminate  this  Agreement with respect to
such Tract. On such a termination, the Purchase Price shall adjusted in the same
manner as set forth in the last  sentence of Section  4.2(a).  If Buyer fails to
cause the  Property to be so inspected  or timely to notify  Seller  whether the
inspection results are satisfactory,  Buyer's failure shall be deemed a decision
by Buyer that all such tests and results thereof are satisfactory.

     (e) The  Court  shall  have  approved  the  Approval  Motion  on or  before
September 30, 2001,  the 363 Hearing  shall have been held on or before  October
10, 2001, Court Approval shall have been obtained on or before October 31, 2001,
and the order  granting  Court  Approval  shall not be subject to a stay pending
appeal.

     (f) "Court  Approval," as defined in the Asset  Purchase  Agreement,  shall
have been  obtained  with  respect to the sale to Buyer by Seller and MSI of the
Assets identified therein and the transactions  contemplated thereby, and Seller
shall be  obligated  to effect a closing  with respect to such sale on the terms
and subject to the conditions set forth in the Asset Purchase Agreement.

                            4. Title and Possession

4.1. Permitted Encumbrances

     For purposes of this Agreement,  "Permitted  Encumbrances" means the liens,
mortgages,  security  interests,  encroachments,  boundary disputes,  covenants,
restrictions,  easements,  rights of way and  other  encumbrances  described  on
Schedule C to this Agreement.

4.2. Title to Terminal Property

     (a) Title to the  Property  shall be  conveyed by the Deeds and the Bill of
Sale and  shall be good and  marketable,  free and  clear of all  encroachments,
boundary disputes,  covenants,  restrictions,  easements,  rights of way, liens,
mortgages,  security  interests  and other  encumbrances  whatsoever,  including
municipal liens and assessments,  excluding (i) such liens, mortgages,  security
interests,  restrictions,  easements and encumbrances  presently of record which
will not, in Buyer's reasonable  judgment,  materially  interfere with or impair
Buyer's  intended use of the Property  consistent with Seller's past use thereof
or materially reduce the value of the Property; and (ii) Permitted Encumbrances.
At Closing,  such title to the Real  Property  shall be  insurable  by the Title
Company, at the Title Company's regular rates,  pursuant to a standard form ALTA
owner's form of policy, free of all exceptions, including exceptions for unfiled
mechanics',  materialmen's  or municipal  liens,  excepting  only the  Permitted
Encumbrances.  It is a condition  precedent  to Buyer's  obligation  to complete
Closing that such policy, upon Buyer's payment of the premium therefor, shall be
issued at Closing. If such policy is not issued at Closing, Buyer shall have the
right,  inter alia, to terminate this  Agreement.  With respect to any Tract, if
Seller is unable to give good and marketable  title and such as shall be insured
by the Title Company in the manner set forth above,  Buyer shall have the option
of taking  such  title to such  Tract as Seller can give  without  abatement  of
Purchase Price, or of terminating  this Agreement with respect to such Tract. On
such a  termination,  the Purchase  Price shall be reduced by an amount equal to
the value of such part of the Property,  as mutually  agreed by Seller and Buyer
and a pro rata portion of the Deposit shall be returned to Buyer; Buyer shall be
have no further rights hereunder in such Terminal  Property;  and this Agreement
shall be and become null and void as to such Terminal Property.

     (b) Buyer shall, at its expense, have the right to order a title commitment
or title  commitments from a reputable title insurance company of Buyer's choice
("Title  Company")  and surveys of each Tract from  surveyors of Buyer's  choice
licensed in the state in which each Tract is located. Buyer shall have until the
date  which is one day before  the date of the  hearing  before the Court on the
Approval  Motion (as  defined  below) to notify  Seller in writing of either (i)
Buyer's approval of survey and title matters  appearing  therein,  including the
location of such Tract, boundaries, legal description,  easements, restrictions,
encroachments, and rights of way, or (ii) Buyer's objections to survey and title
matters  appearing  therein.  If  Seller is  unwilling  or unable to cure any of
Buyer's  objections  to title or survey with  respect to any Tract,  Buyer shall
have the right to terminate  this  Agreement as to such Tract by giving  written
notice to Buyer,  in which case this Agreement  shall become null and void as to
such Tract,  and the Purchase  Price shall be adjusted in the same manner as set
forth in the last sentence of Section 4.2(a).

     (c) Buyer shall,  at its expense,  have the right to have the Title Company
update the title commitment or title commitments from time to time, including as
of the Closing  Date,  and Buyer shall have the same rights with  respect to new
matters  contained  therein as Buyer has with respect to the  preliminary  title
commitment or title commitments.

4.3. Possession

     Possession  of the  Property  shall  be  delivered  to Buyer at the time of
Closing in the  condition  provided  hereinafter  by delivery of the keys to the
Improvements on each Tract and the Deeds and the Bill of Sale.

                 5. Representations and Warranties; Disclaimer

     As a  material  inducement  to Buyer to enter into this  Agreement,  Seller
represents  and warrants to Buyer as of the Effective Date and as of the Closing
Date  (except  where such  representation  or  warranty is made as of a specific
date) as follows:

5.1. Seller

     (a) Seller is a corporation  duly  incorporated  and validly existing under
the laws of the Commonwealth of Pennsylvania. Subject to the entry of the Order,
Seller has all necessary corporate power and authority to own its properties, to
carry on its business and to enter into and perform its  obligations  under this
Agreement and the Transaction Documents.

     (b) Subject to the entry of the Order:

          (i) The execution and delivery of this Agreement by Seller do not, and
     the performance of this Agreement and the  Transaction  Documents by Seller
     will not,  require any consent,  approval,  authorization  or permit of, or
     filing with or notification  to, any  governmental  authority,  domestic or
     foreign, or of any other Person except approvals of the Court; and

          (ii)  This  Agreement   constitutes  the  legal,   valid  and  binding
     obligation of Seller  enforceable  against  Seller in  accordance  with its
     terms.

     (c) Except (i) the Chapter 11 Case and (ii) the  litigation  threatened  by
the International Brotherhood of Teamsters, AFL-CIO, by letter to MSI dated July
16, 2001, a copy of which letter previously has been provided to Buyer, there is
no pending or, to Seller's knowledge,  threatened action or proceeding affecting
Seller  or  any  of  its  subsidiaries  before  any  governmental  authority  or
arbitrator  which could  reasonably  be expected to materially  impair  Seller's
ability to perform its obligations under this Agreement.

5.2. Terminal Property

     (a)  Seller  hereby  specifically  disclaims  any  warranty,  guaranty,  or
representation,  oral or  written,  past,  present,  or  future  of,  as to,  or
concerning the nature and condition of the Real  Property,  including the water,
soil, and geology,  and the suitability thereof and of the Real Property for any
and all activities and uses which Buyer may elect to conduct thereon,  except as
expressly provided herein.

     (b) Buyer  acknowledges that it is being given a sufficient  opportunity to
inspect the  Property,  Buyer will rely solely on its own  investigation  of the
Property and financial analysis of the revenue and expenses that may be received
or incurred in arriving at its  decision to purchase the Property and that Buyer
is  purchasing  the  Property in its present  condition,  "as is, where is"; and
Seller has no obligation to construct any  improvements  thereon,  or to perform
any other act regarding the Property, except as expressly provided herein.

     (c) Any factual  information such as Tract dimensions,  square footage,  or
sketches  shown to Buyer  or set  forth  herein  are or may be  approximate.  No
liability for any  inaccuracies,  errors or omissions is assumed by Seller,  the
broker or other agents.

     (d) Proper  inspection of the Property by qualified  experts is an absolute
necessity  to  determine  whether  or not there  are any  current  or  potential
environmental concerns relating to the Property.  Seller in this transaction has
not made, nor will it make, any  representations,  either  expressed or implied,
regarding the existence or non-existence of any such environmental  concerns in,
on or  around  the  Property  except  as  expressly  provided  herein.  Problems
involving  environmental  concerns can be extremely costly to correct. It is the
responsibility of Buyer to conduct at its own expense such investigations of the
environmental condition of the Property as it may desire.

     (e) The Property shall be conveyed  subject to the Permitted  Encumbrances.
Seller shall under no  circumstances  be deemed to have made,  and Seller hereby
expressly  disclaims,  any  representation  or warranty not  expressly set forth
herein,  either express or implied,  as to any matter whatsoever,  including the
condition of the Property and each part  thereof,  any  environmental  condition
with respect to the Property,  including the presence of any hazardous substance
or material  or any other  pollutant  or  contaminant  in or under the  Property
(collectively, "Hazardous Substances"), and the adequacy, suitability or fitness
for any particular purpose of the Property or any part thereof.

     Buyer  agrees that the  Property is being and will be sold  unconditionally
and "as is," "where is," "with all faults."

5.3. Environmental Matters

     (a) For purposes of this Agreement:

          (i)   "Onsite   Environmental   Liability"   means   any   obligation,
     responsibility,   liability,  cost  or  expense  (whether  known,  unknown,
     liquidated or unliquidated,  absolute or contingent) relating to or arising
     from:

               (A) any violation of, or  noncompliance  with, any  Environmental
          Requirements  associated  with  the  ownership  or  operation  of  the
          Property; or

               (B) any wastes, petroleum,  Hazardous Substances or contamination
          at,  in,  on,  under,  or  emanating  or  migrating  from or onto  the
          Property.

          (ii)  "Environmental   Requirements"   means,  for  purposes  of  this
     Agreement,  all federal,  state,  local and foreign statutes,  regulations,
     ordinances  and other  provisions  having  the force or effect of law,  all
     judicial and administrative  orders and determinations,  and all common law
     concerning pollution or protection of the environment,  including all those
     relating to food or to the presence, use, production, generation, handling,
     transportation,   treatment,  storage,  disposal,  distribution,  labeling,
     testing,  processing,  discharge,  release, threatened release, control, or
     cleanup  of  any  hazardous  materials,   substances  or  wastes,  chemical
     substances  or  mixtures,  pesticides,   pollutants,   contaminants,  toxic
     chemicals,  petroleum  products or  byproducts,  asbestos,  polychlorinated
     biphenyls,   noise   or   radiation,   including   (A)  the   Comprehensive
     Environmental  Response,  Compensation  and Liability Act of 1980,  (B) the
     Resource Conservation and Recovery Act, 42 U.S.C. ss.ss. 6901, et seq., and
     (C) the Solid Waste Disposal Act.

     (b) Buyer  acknowledges and agrees that as of the Closing Date, Buyer shall
have no claim or recourse against Seller in respect of any Onsite  Environmental
Liabilities.  Buyer shall not, however, assume any responsibility for any Onsite
Environmental  Liabilities  of Seller,  nor shall Buyer have any  obligation  to
indemnify or hold harmless Seller in respect thereof.

     (c) To the fullest  extent  permitted by the terms of any insurance  policy
maintained by Seller or any  predecessor,  Buyer shall have the right at its own
expense  to seek  coverage  from the  relevant  carrier  in the  event  that any
applicable Environmental Requirements impose any obligation or responsibility on
Buyer for any Onsite Environmental Liability, other than an Onsite Environmental
Liability caused by Buyer, or environmental  claims arising from the shipment or
migration of Hazardous  Substances from any of the Tracts.  At Buyer's  request,
Seller  shall  file a notice of claim and  provide  such  other  assistance  and
information as may be reasonably necessary for Buyer to make such a claim.

     (d) To Seller's  knowledge,  it is in compliance  in all material  respects
with the  provisions  of all licenses and permits held by Seller that pertain to
the  Environmental  Requirements  applicable  to each Tract and has  received no
notices of violation or similar notice or any claim from any person with respect
to any material Environmental  Requirements applicable to any Tracts; and Seller
is  not  subject  to  any  litigation,  order  or  decree  with  respect  to the
Environmental Requirements applicable to any Tract.

                                  6. Covenants

6.1. Expenses of the Parties

     Buyer  shall pay for  recording  the Deeds and for all  searches,  surveys,
title insurance and other  conveyancing  and closing  expenses.  The real estate
transfer  taxes,  if any,  will be paid by Buyer.  Each party  shall pay its own
legal fees. Seller shall pay the fees of the Escrow Agent. Seller will cooperate
with Buyer to have the benefits of Section  1146(c) of the Bankruptcy Code apply
to the transfer to the extent permitted by law.

6.2. No Broker

     The parties warrant to each other that neither has dealt with any broker or
other  intermediary  with respect to this  transaction in any manner which would
create a right to a commission,  except that Seller shall be responsible for any
fees due Raymond James or Keen  Consultants  in connection  with the sale of the
Property.  If any  broker or other  intermediary  claims a  commission  or other
compensation with respect to this transaction, the party alleged to have created
the right to such commission or compensation  shall be responsible for defending
against such  commission or  compensation  claim(s) and shall indemnify and hold
the other party  harmless  of,  from,  and with  respect to, any such  claim(s),
including the cost of defense thereof.

6.3. Operations Prior to Closing

     Between the date of this Agreement and the Closing Date:

     (a) Subject to Section 4.5 of the Asset  Purchase  Agreement,  Seller shall
maintain the  Property in its present  condition,  reasonable  wear and tear and
damage by casualty excepted.

     (b) Seller will  promptly  deliver  notice to Buyer of all actions,  suits,
claims and other  proceedings  affecting the Property or the use,  possession or
occupancy thereof.

     (c) Seller will not convey any portion of any Tract or remove, or permit to
be  removed,  any  portion of the  Personal  Property  from any Tract  except as
required in the ordinary  course of operation of the Property and will not enter
into, make, grant or suffer any mortgage,  lien,  encumbrance,  lease,  license,
franchise,  concession  or other  occupancy  agreement  for any  portion  of the
Property, any easement, right of way, covenant or restriction on or with respect
to the  Property or any portion  thereof,  or any  management,  service or other
agreement affecting the Property.

                                7. Due Diligence

7.1. Due Diligence

     (a) Buyer has until the date immediately  preceding the date of the hearing
before the Court on the Approval Motion (the "Due Diligence  Date"),  to inspect
the  Property,  including  with respect to the  subjects  covered by Section 4.2
above.  Buyer has the right to  terminate  this  Agreement  on or before the Due
Diligence Date. In such event,  the Deposit shall be returned to Buyer. If Buyer
does not  exercise  its right to  terminate  under this  Section,  and the Court
approves the sale as  described in Section 8, then the Closing  shall take place
in accordance with Section 2.3.

     (b) If any of the  conditions  set forth in Section  3.5 or  paragraph  (a)
above has not been  achieved or waived by Buyer,  or if the results  thereof are
not wholly satisfactory to Buyer consistent with the terms of this Agreement, or
if Buyer determines that any of the Seller's  representations  or warranties are
untrue,  then, in addition to any other legal or equitable remedies available to
Buyer, Buyer may cancel this Agreement,  in which case Escrow Agent shall refund
the Deposit,  including all accrued interest, to Buyer, whereupon this Agreement
shall  terminate  and the  parties  hereto  shall  have  no  further  rights  or
obligations hereunder.

7.2. Inspection of Property

     Buyer,  its agents,  employees  and  contractors  shall have the right,  at
Buyer's risk and expense,  from time to time prior to the Due Diligence Date, to
inspect the Property, perform surveys, dig test holes, make engineering studies,
environmental  studies and perform  whatever other tests and  evaluations  Buyer
elects.

                           8. Court Approval of Sale

8.1. Court Approval Required

     Seller's obligations to sell the Property under this Agreement shall not be
binding on Seller  until the Court  approves  the sale of the  Property to Buyer
subsequent to the Auction  substantially on the terms of this Agreement  ("Court
Approval").  Subject to the satisfaction of the conditions set forth in Sections
3.5 and 7.1, Buyer's obligations to purchase the Assets on the terms and subject
to the conditions of this Agreement shall be binding on Buyer from and after the
Effective Date.

8.2. Motion to Court

     (a) Promptly after the Effective  Date,  Seller shall join with MSI to file
with the Court a motion (the "Approval  Motion")  requesting  that the Court (i)
establish procedures for the sale of the Property consistent with the provisions
of  paragraph  (b) below;  and (ii) hold the 363 Hearing  (as defined  below) to
approve  the sale of the  Property  pursuant to this  Agreement.  Buyer shall be
given a reasonable  opportunity  to review and comment on the  Approval  Motion,
Seller  shall give  reasonable  consideration  to the  comments of Buyer and its
counsel and such the Approval Motion shall be reasonably  satisfactory to Buyer.
Seller  shall use all  reasonable  efforts to obtain  approval  of the  Approval
Motion by the Court.

     (b) The Approval Motion shall:

          (i) provide  that the sale of the Property on the terms and subject to
     the  conditions  of this  Agreement and the sale of the Assets on the terms
     and subject to the  conditions  of the Asset  Purchase  Agreement  shall be
     considered as a single transaction;

          (ii) provide  that any other bidder at the Auction (as defined  below)
     shall (A) pay an aggregate  purchase  price for the Property and the Assets
     (as defined in the Asset Purchase  Agreement)  that is at least  $1,000,000
     greater  than  the  sum of the  Purchase  Price  for the  Property  and the
     Purchase  Price for the Assets set forth in the Asset  Purchase  Agreement,
     with  subsequent  bid  increments of $500,000;  and (B) make a cash deposit
     equal to at least ten percent (10%) of the amount bid; and

          (iii) request  approval of (A) the payment by Seller to Buyer of a fee
     in an amount  equal to 3% of the  Purchase  Price  (the  "Topping  Fee") in
     accordance  with Section 8.4 in the event that Buyer is not the  successful
     bidder at the Auction and (B) the Escrow Agreement.

8.3. Auction; Hearing

     Upon approval by the Court of the Approval Motion,  Seller shall conduct an
auction sale (the  "Auction") of the Property,  followed as soon as practicable,
consistent  with the procedures of the Court,  by a hearing  pursuant to Section
363 of the Bankruptcy Code (the "363 Hearing"), at which the Court will consider
whether to approve the sale of the Property to the high bidder at the Auction.

8.4. Topping Fee

     If Buyer is not the  successful  bidder at the  Auction,  then  within  one
business  day of the  closing  of the  sale of the  Property  to the  successful
bidder,  Seller  shall (a) pay to Buyer the  Topping Fee and (b) return to Buyer
the Deposit, together with interest accrued thereon.

                           9. Condemnation; Casualty

     (a) Should any part of the Property be taken under power of eminent  domain
between  the  date  of  this  Agreement  and  the  Closing  Date,  Seller  shall
immediately  give  written  notice  thereof  to Buyer and within 30 days of such
notice Buyer,  at its option,  may terminate  this Agreement with respect to the
Property by notice to Seller. On such a termination, the Purchase Price shall be
reduced  by an  amount  equal to the  value  of such  part of the  Property,  as
mutually  agreed by Seller and  Buyer,  and a portion  of the  Deposit  shall be
returned  to Buyer and Buyer  shall have no  further  rights  hereunder  in such
Property  or in the  condemnation  award.  If Buyer does not so  terminate  this
Agreement, Seller shall credit to Buyer at Closing all sums theretofore received
by Seller on account  of the  condemnation  award and assign to Buyer,  Seller's
right to any sums thereafter receivable on account of such award.

     (b) If at any time after the date of this  Agreement  and prior to the date
of Closing any material portion of the Property is lost, destroyed or damaged as
a result of fire or any other  cause  whatsoever,  Seller  shall  promptly  give
written  notice  thereof to Buyer,  and Buyer shall have the right,  at its sole
option,  to terminate  this  Agreement  with respect to such  Property by giving
Seller  written  notice of its  intent to  terminate  within 10 days of  Buyer's
receipt of the  aforesaid  notice  from Seller or other  discovery  of the loss,
damage as  destruction.  On such a  termination,  the  Purchase  Price  shall be
reduced by an amount  equal to such part of the  Property as mutually  agreed by
Seller and Buyer,  and a pro rata  portion of the  Deposit  shall be returned to
Buyer and, in such event,  neither  party  shall have any further  liability  or
obligation hereunder with respect to such Property.  If Buyer does not terminate
this Agreement with respect to such Property, the proceeds of any insurance paid
to Seller at or prior to the time of Closing and all unpaid claims and rights in
connection  with losses  shall be  assigned  to Buyer at Closing  without in any
manner affecting the Purchase Price. Seller,  between the date of this Agreement
and the date of Closing,  shall  maintain  and keep in full force and effect all
insurance policies presently in force with respect to the Property.

                                  10. Default

10.1. Default by Buyer

     (a) Subject to the  provisions of Section 8, should Buyer fail to close the
purchase of the Property  when  required to do so according to the terms of this
Agreement through no fault or breach hereof on the part of Seller,  and provided
Seller  shall be ready,  willing  and able to sell the  Property to Buyer on all
terms and  conditions  contained in this  Agreement,  then Seller may treat this
Agreement as terminated and Seller shall thereupon be entitled to the Deposit as
liquidated  damages,  it being  impractical  and extremely  difficult to fix the
actual  damages,  and the parties  mutually agree that this will be the sole and
exclusive  remedy of Seller.  Seller shall not seek or obtain any money or other
judgment  against Buyer or any disclosed or  undisclosed  principal,  officer or
employee  of Buyer,  or against the  Property or estate of Buyer,  or any of the
foregoing persons,  and Seller's sole recourse for payment of said amounts shall
be to the Deposit.

10.2. Default by Seller

     (a) Subject to the  provisions  of Section 8, should Seller be unable to or
fail to convey title to the Property on the Closing Date  according to the terms
of this Agreement,  or if Seller shall otherwise be in breach of this Agreement,
then Buyer may treat this  Agreement as  terminated,  in which event the Deposit
shall be forthwith  returned to Buyer.  If Buyer  elects not to  terminate  this
Agreement  but to treat this  Agreement as being in full force and effect,  then
nothing  herein shall be construed  to prevent its  enforcement  by an action of
specific  performance or any other legal or equitable  remedies,  provided Buyer
shall be entitled to a credit  against the  Purchase  Price to the extent of any
mortgages,  liens or other  encumbrances  affecting  the Tract  (other  than the
Permitted  Encumbrances)  caused by Seller and not shown as a title exception on
Buyer's title commitment.

                                  11. Release

     As of the Closing,  Buyer shall release and discharge Seller, its officers,
directors,  employees,  agents,  consultants or counsel (each, a "Seller Party;"
collectively,  the "Seller Parties") from any and all claims or causes of action
which Buyer, its officers,  directors,  employees or agents may have against any
Seller  Parties  arising out of or relating to the  condition of the Property or
any of them, including the environmental condition; provided, however, that such
release  shall not prohibit or be  construed to prohibit  Buyer from joining any
Seller Party or Seller Parties as third-party defendant(s),  cross-defendant(s),
defendant(s) on Buyer's  counterclaim or otherwise in any proceedings brought by
any Seller Party or any third party  (specifically  including  any  governmental
agency or body) arising out of or relating to the condition of the Tract.

                                12. Recordation

     Neither this Agreement nor any memorandum hereof shall be recorded.

                                   13. Merger

     All of the  representations,  warranties,  covenants  and/or  agreements of
Seller  contained  in this  Agreement,  and all of  Seller's  obligations  to be
performed  under the provisions  hereof shall merge into the Deeds  delivered to
Buyer at Closing.

                                   14. Notice

     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 electronic  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 Seller or Buyer under this Agreement  shall be
delivered to Seller or Buyer 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:

i. If to Seller, to:                   with a copy to:

  Matlack Systems, Inc.                Baker, Donelson, Bearman & Caldwell, P.C.
  One Rollins Plaza                    2200 Riverview Tower
  2200 Concord Pike                    900 South Gay Street
  Wilmington, DE  19803                Knoxville, TN 37901
  Attention:  Mr. Pat Bagley           Attention:  Robert F. Worthington, Esq.
  Telephone:  302.426.2930             Telephone:  865.549.7000
  Facsimile:  302.426.3699             Facsimile: 865.525.8569

ii. If to Buyer, to:                   with a copy to:

    Quality Carriers, Inc.             Morgan, Lewis & Bockius LLP
    3802 Corporex Park Drive           1701 Market Street
    Tampa, FL  33619                   Philadelphia, PA 19103-2921
    Attention:  Robert Kasak, Esq.     Attention:  Peter S. Sartorius, Esq.
    Telephone: 1.800.282.2031 x7309    Telephone: 215.963.5466
    Facsimile:  813.630.9567           Facsimile: 1.877.432.9652

                             15. General Provisions

15.1. Governing Law

     This  Agreement  shall be governed by and construed in accordance  with the
internal  laws of the State of Delaware,  without  reference to conflicts of law
principles.

15.2. Construction and Interpretation of Agreement

     (a) The article and section headings in this Agreement are inserted for the
convenience  of the  parties  and in no way  alter,  modify,  amend,  limit,  or
restrict the contractual obligations of the parties.

     (b) 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.

     (c) Any  defined  term  used in the  plural  refers to all  members  of the
relevant  class,  and any defined term used in the singular refers to any one or
more of the members of the relevant class. The use of a pronoun of any gender is
applicable to all genders.

     (d) The terms  "herein,"  "hereof,"  "hereto,"  "hereunder" and other terms
similar to such terms refer to this  Agreement  as a whole and not merely to the
specific article, section,  paragraph or clause where such terms may appear, and
article,  section,  subsection,  schedule  and  exhibit  references  herein  are
references to articles,  sections and  subsections of and schedules and exhibits
to this Agreement, unless otherwise specified.

     (e)  The  term  "including"  means  "including,  but  not  limited  to"  or
"including",  the phrase "may not" is prohibitive  and not  permissive,  and the
word "or" is not exclusive.

     (f) Unless  otherwise  stated in this  Agreement,  in the  computation of a
period of time from a specified date to a later  specified date, the word "from"
means "from but  excluding"  and the words "to" and  "until"  each means "to and
including."

15.3. Non-Waiver

     No waiver or  waivers by any party of any  breach,  default,  liability  or
performance  by the other  party  shall be deemed or  construed  a waiver of any
other term, condition or liability or the breach or default thereof.  Failure on
the part of any party to  complain  of any action or inaction on the part of the
other party or to declare  the other  party in default,  no matter how long such
failure may continue, shall not be deemed to be a waiver by such party of any of
its rights hereunder.

15.4. Amendment

     This  Agreement  may not be changed other than by an instrument in writing,
signed by the party (or the  assignee  of a party,  to the extent  permitted  by
Section 15.6) if against which the enforcement of the change is sought.

15.5. Entire Agreement

     This  Agreement  constitutes  the  entire  agreement  between  the  parties
respecting  the subject  matter  hereof,  and in no event shall  either party be
charged with any covenant,  representation,  warranty,  guarantee,  indemnity or
other agreement,  except to the extent  expressly stated in this Agreement.  Any
and all Exhibits and the Rider  annexed to this  Agreement  are an integral part
hereof.

15.6. Assignment

     Buyer  shall have the right to assign its rights  under this  Agreement  in
respect of one or more of the Tracts  included in the  Property  and the related
Improvements and Personal Property to one or more persons or entities engaged in
the  business of owning  and/or  operating  properties  similar to the  Property
pursuant to contractual  arrangements  with Buyer (an "Assignee"),  upon written
notice to Seller  executed by Buyer and  Assignee  setting  forth the name and a
brief  description  of Assignee  and either the  identity of the Tract or Tracts
with respect to which Buyer is assigning its rights to Assignee.  From and after
the  execution of such notice by Seller,  the notice  shall become  incorporated
into this  Agreement  and Assignee  shall become  bound by this  Agreement  with
respect to the  Property  so assigned  as if  Assignee's  name were set forth in
place of the term "Buyer;"  provided,  however,  that no such  assignment  shall
relieve Buyer from its obligations  hereunder.  Except as set forth above,  this
Agreement shall not be assigned  without the prior written consent of Seller and
Buyer.

15.7. Binding Effect

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
respective  parties,   and  their  successors,   assigns,   heirs  and  personal
representatives, except as otherwise expressly provided herein.

15.8. Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original.

                       * Signatures appear on next page *
Signatures

     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of the parties hereto as of the Effective Date.

                               MATLACK PROPERTIES, INC., a Pennsylvania
                               corporation formerly known as Super Service, Inc.

                               By: /s/ Patrick J. Bagley
                                   ---------------------------------------------
                               Name: Patrick J. Bagley
                               Title: Vice President-Finance

                               QUALITY CARRIERS, INC., an Illinois corporation

                               By: /s/ Dennis Farnsworth
                                   ---------------------------------------------
                               Name: Dennis Farnsworth
                               Title: Chief Financial Officer
Exhibit 10(m)
                                                                  Execution Copy
                                Escrow Agreement

     This ESCROW  AGREEMENT  (this  "Agreement")  is entered into as of July 27,
2001 (the  "Effective  Date") by and among  Matlack  Systems,  Inc.,  a Delaware
corporation  ("MSI"),  Matlack  Properties,  Inc., f/k/a Super Service,  Inc., a
Pennsylvania  corporation  ("MPI" and, with MSI,  "Seller"),  Quality  Carriers,
Inc., an Illinois  corporation  ("Buyer"),  and Chase  Manhattan  Trust Company,
N.A., a national banking association (the "Escrow Agent").

                                    Recitals

     A. Buyer and Seller have entered into an Asset Purchase  Agreement dated as
of the  Effective  Date and a Real  Estate  Purchase  Agreement  dated as of the
Effective Date  (collectively,  the "Purchase  Agreements"),  which, among other
matters,  provide  for the  purchase  by Buyer of certain  assets of Seller (the
"Asset Sale"), subject to the approval of the United States Bankruptcy Court for
the District of Delaware (the "Court").

     B. This Escrow Agreement is entered into pursuant to and in connection with
the Purchase Agreements.

                                    Agreement

     In  consideration of the premises hereto and the mutual covenants set forth
herein and intending to be legally bound hereby, the parties agree as follows:

                          1. Deposit of Escrow Amount

1.1. Deposit of Purchase Price

     (a)  Concurrently  with  the  execution  and  delivery  hereof,   Buyer  is
transferring  by  wire  transfer  to the  "Matlack  Escrow  Account"  The  Chase
Manhattan  Bank,  ABA  021000021,  Credit  Account  #507948599,  Notify  Deborah
Thompson (901) 309-4798 (the "Escrow Account"), in immediately available federal
funds, the sum of One Million, Five Hundred Ninety-Seven  Thousand,  Two Hundred
and 00/100 Dollars  ($1,597,200.00) (the "Deposit"),  which represents the funds
required  to be  placed  in  escrow  pursuant  to  the  terms  of  the  Purchase
Agreements.

     (b) Immediately  prior to the  consummation  of the Asset Sale,  Buyer will
transfer by wire transfer to the Escrow Account, in immediately available funds,
the  balance of the  purchase  price for the  assets  set forth in the  Purchase
Agreements,  as adjusted pursuant to the Purchase  Agreements and set forth on a
Closing  Statement  to be  executed by Seller,  Buyer and the Escrow  Agent (the
"Purchase Price" and, with the Deposit, the "Escrow Amount").

1.2. Investment of Escrow Amount

     The Escrow  Agent  shall  invest the Escrow  Amount in a money  market fund
substantially  all of which is  invested  in direct  obligations  of the  United
States of America or obligations  the principal of and the interest on which are
unconditionally  guaranteed  by the  United  States of  America,  from which the
Escrow  Amount may be redeemed on demand,  or in such other  liquid,  investment
grade securities as may be specified in writing by Buyer and Seller.  The Escrow
Amount may be invested in the name of the Escrow Agent but may not be commingled
with other funds of the Escrow Agent.

1.3. Disposition of Escrow Amount

     The Escrow Agent shall hold and dispose of the Escrow  Amount in accordance
with the terms of this Agreement.

                          2. Release of Escrow Amount

2.1. Release upon Satisfaction or Waiver of Conditions

     Upon  receipt by the Escrow  Agent of  written  notice  signed by Buyer and
Seller  stating  that  all of the  conditions  to  closing  under  the  Purchase
Agreements  have been  satisfied or waived and  instructing  the Escrow Agent to
release  the Escrow  Amount,  the Escrow  Agent shall  transfer,  or cause to be
transferred,  by wire transfer in immediately available federal funds the Escrow
Amount to such  account or accounts as Seller  shall  specify in writing,  after
which this Escrow  Agreement  shall be deemed  terminated  and the Escrow  Agent
shall be deemed released and discharged from further obligations hereunder.

2.2. Release if Conditions Are Not Satisfied

     If the Escrow  Amount has not been  released  pursuant to Section 2.1 on or
before  October  31, 2001 or such later date as Buyer and Seller may agree to in
writing (with written  notice of such  extension to the Escrow Agent) and if the
Escrow Agent has not received any Notice of Dispute  pursuant to the  provisions
of Section  2.3, the Escrow Agent  shall,  upon written  instructions  signed by
Buyer, distribute the Escrow Amount in accordance with such written instructions
after  which this Escrow  Agreement  shall be deemed  terminated  and the Escrow
Agent shall be released and discharged from all further  obligations  hereunder.
Pending receipt of such written  instructions or a Notice of Dispute, the Escrow
Agent shall  continue to hold the Escrow Amount,  subject,  however to the other
provisions of this Agreement, including Section 4.

2.3. Release of Escrow Amount if there is a Dispute

     If the conditions to distribution of the Escrow Amount are not satisfied or
waived on or before  October 31, 2001 or such later date as Buyer and Seller may
agree to in writing (with written  notice of such agreement to the Escrow Agent)
and if a dispute  exists with respect to the  disposition  of the Escrow Amount,
Buyer or Seller shall give notice ("Notice of Dispute") to the Escrow Agent, and
give a copy of such notice to each other party to this  Escrow  Agreement.  If a
Notice of Dispute is  received,  the Escrow  Agent shall  retain  custody of the
Escrow Amount until the first to occur of the following:

     (a)  Receipt  by the  Escrow  Agent of a notice  signed by Buyer and Seller
containing  instructions  to the Escrow  Agent as to the  delivery of the Escrow
Amount; or

     (b) Receipt by the Escrow  Agent of a final  order of a court of  competent
jurisdiction  resolving  the  dispute  from  which no appeal is or can be taken;
after  which the Escrow  Agent  shall  promptly  deliver  the  Escrow  Amount in
accordance  with the notice from the  parties or  decision of the court,  as the
case may be. Upon delivery thereof,  this Escrow Agreement shall be deemed to be
terminated,  and the Escrow  Agent shall be  released  and  discharged  from all
further obligations hereunder.

                         3. Termination by the Parties

     If at any time the  Escrow  Agent  shall  receive a notice  signed by or on
behalf of Buyer and  Seller  instructing  the Escrow  Agent with  respect to the
disposition  of the Escrow  Amount,  the Escrow  Agent shall  release the Escrow
Amount in accordance with the  instructions  contained in such notice,  and upon
release  of the entire  Escrow  Amount  this  Escrow  Agreement  shall be deemed
terminated,  and the Escrow  Agent shall be  released  and  discharged  from all
further obligations hereunder.

                                4. Escrow Agent

4.1. Nature of Duties; Liability; Indemnification

     It is understood  and agreed that the duties of the Escrow Agent  hereunder
are purely  ministerial  in nature and that the Escrow Agent shall not be liable
for any error of judgment,  fact, or law, or any act done or omitted to be done,
except  for  its own  willful  misconduct  or  gross  negligence  or that of its
partners,  employees, and agents. The Escrow Agent's determination as to whether
an event or condition has occurred, or been met or satisfied, or as to whether a
provision of this Escrow  Agreement  has been  complied  with,  or as to whether
sufficient  evidence of the event or condition or compliance  with the provision
has been  furnished  to it,  shall not  subject  the Escrow  Agent to any claim,
liability,  or  obligation  whatsoever,  even if it  shall be  found  that  such
determination was improper and incorrect; provided that the Escrow Agent and its
partners, employees, and agents shall not have been guilty of willful misconduct
or gross negligence in making such determination. Buyer and Seller each agree to
indemnify the Escrow Agent for, and to hold it harmless against, one half of any
loss,  liability,  or expense  ("Cost")  incurred  without  gross  negligence or
willful  misconduct  on the  part  of the  Escrow  Agent,  arising  out of or in
connection  with its entering  into this Escrow  Agreement  and carrying out its
duties  hereunder,  including costs and expenses of defending itself against any
claim  of  liability  in  connection   herewith  or  therewith.   The  right  to
indemnification  set forth in the preceding  sentence shall include the right to
be paid by Buyer and Seller in respect of Costs as they are incurred  (including
Costs  incurred  in  connection  with  defending  itself  against  any  claim of
liability in connection  herewith).  The Escrow Agent shall repay any amounts so
advanced if it shall  ultimately  be  determined  by a final order of a court of
competent  jurisdiction  from which no appeal is or can be taken that the Escrow
Agent is not entitled to such indemnification.

4.2. Documents and Instructions

     The  Escrow  Agent acts  hereunder  as a  depository  only and shall not be
responsible or liable in any manner whatsoever for the genuineness, sufficiency,
correctness, or validity of any agreement, document, certificate, instrument, or
item  deposited  with  it  or  any  notice,  consent,  approval,  direction,  or
instruction  given to it, and the Escrow  Agent shall be fully  protected  under
Section 4.1 for all acts taken in  accordance  with any written  instruction  or
instrument given to it hereunder, and reasonably believed by the Escrow Agent to
be genuine and what it purports to be.

4.3. Conflicting Notices, Claims, Demands, or Instructions

     If at any time the Escrow Agent shall receive conflicting notices,  claims,
demands,  or instructions with respect to the Escrow Amount, or if for any other
reason  it shall in good  faith be  unable to  determine  the  party or  parties
entitled to receive any of the Escrow  Amount,  or any part thereof,  the Escrow
Agent may refuse to make any  distribution  or payment and may retain the Escrow
Amount in its possession  until it shall have received  instructions  in writing
concurred in by all parties in interest,  or until  directed by a final order or
judgment of a court of competent  jurisdiction from which no appeal is or can be
taken, whereupon the Escrow Agent shall make such disposition in accordance with
such instructions or such order.

4.4. Advice of Counsel

     The Escrow Agent may consult with,  and obtain  advice from,  legal counsel
and employees in the event of any dispute or question as to the  construction of
any of the  provisions  hereof or its duties  hereunder,  and it shall  incur no
liability and shall be fully protected and indemnified under Section 4.1 for all
acts  taken,  in the  absence  of gross  negligence  or willful  misconduct,  in
accordance with the opinion and  instructions of such counsel,  and the costs of
such counsel shall be subject to reimbursement under Section 4.1.

4.5. Fees and Expenses of Escrow Agent

     Seller agrees (a) to pay or reimburse  the Escrow Agent for its  attorney's
fees and expenses  incurred in connection with the preparation of this Agreement
and (b) to pay a one-time escrow fee in the amount of Two Thousand, Five Hundred
and 00/100 Dollars ($2,500.00).

4.6. Resignation of Escrow Agent

     The  Escrow  Agent may  resign at any time upon  giving  the other  parties
hereto 30 days' notice to that effect.  In that event the successor Escrow Agent
shall be such person,  firm, or  corporation  as Buyer and Seller shall mutually
select.  It is understood and agreed that the Escrow Agent's  resignation  shall
not be  effective  until a  successor  Escrow  Agent  agrees  to act  hereunder;
provided,  however, that in the event no successor Escrow Agent is appointed and
acting  hereunder  within 30 days of such  notice,  the Escrow Agent may pay and
deliver the Escrow Amount into a court of competent  jurisdiction;  and provided
further, that the Escrow Agent may appoint a successor escrow agent hereunder at
any time so long as such  successor  shall  accept  and agree to be bound by the
terms of this Escrow Agreement.

                             5. Dispute Resolution

     It is  understood  and agreed that should any dispute arise with respect to
the delivery,  ownership, right of possession,  and/or disposition of the Escrow
Property,  or  should  any  claim be made upon the  Escrow  Agent or the  Escrow
Property  by a third  party,  the Escrow  Agent  upon  receipt of notice of such
dispute or claim is  authorized  and shall be  entitled  (at its sole option and
election) to retain in its possession without liability to anyone, all or any of
the Escrow  Property  until such dispute  shall have been settled  either by the
mutual written agreement of the parties involved or by a final order,  decree or
judgment of a court in the United States of America,  the time for perfection of
an appeal of such order,  decree or judgment  having  expired.  The Escrow Agent
may,  but shall be under no duty  whatsoever  to,  institute or defend any legal
proceedings which relate to Escrow Property.

                                   6. Notice

     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 electronic  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 Seller or Buyer under this Agreement  shall be
delivered to Seller or Buyer 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:

i. If to Seller, to:                   with a copy to:

   Matlack Systems, Inc.               Baker, Donelson, Bearman & Caldwell, P.C.
   One Rollins Plaza                   2200 Riverview Tower
   2200 Concord Pike                   900 South Gay Street
   Wilmington, DE  19803               Knoxville, TN 37901
   Attention:  Mr. Pat Bagley          Attention:  Robert F. Worthington, Esq.
   Telephone:  302.426.2930            Telephone:  865.549.7000
   Facsimile:  302.426.3699            Facsimile: 865.525.8569

ii. If to Buyer, to:                   with a copy to:

   Quality Carriers, Inc.              Morgan, Lewis & Bockius LLP
   3802 Corporex Park Drive            1701 Market Street
   Tampa, FL  33619                    Philadelphia, PA 19103-2921
   Attention:  Robert Kasak, Esq.      Attention:  Peter S. Sartorius, Esq.
   Telephone: 1.800.282.2031 x7309     Telephone: 215.963.5466
   Facsimile:  813.630.9567            Facsimile: 1.877.432.9652

iii. If to the Escrow Agent, to:

   Chase Manhattan Trust Company, N.A.
   1715 Aaron Brenner Drive, Suite 400
   Memphis, TN 38120
   Attention: Richard A. Hann
   Telephone: 901.309.4794
   Facsimile: 901.624.6613

                                   7. General

7.1. Governing Law; Jurisdiction

     This  Agreement  shall be governed by and construed in accordance  with the
internal  laws of the State of Delaware,  without  reference to conflicts of law
principles. Each party irrevocably and unconditionally (a) agrees that any suit,
action or legal proceeding arising out of or relating to this Agreement shall be
brought in the courts of record of the State of Tennessee  in Shelby  County or,
if applicable,  the federal district court serving Shelby County, Tennessee; (b)
consents  to the  jurisdiction  of  each  such  court  in any  suit,  action  or
proceeding;  and (c)  waives  any  objection  which it may have to the laying of
venue of any such suit, action or proceeding in any of such courts.

7.2. Non-Waiver

     No waiver or  waivers by any party of any  breach,  default,  liability  or
performance  by the other  party  shall be deemed or  construed  a waiver of any
other term, condition or liability or the breach or default thereof.  Failure on
the part of any party to  complain  of any action or inaction on the part of the
other party or to declare  the other  party in default,  no matter how long such
failure may continue, shall not be deemed to be a waiver by such party of any of
its rights hereunder.

7.3. Amendment

     This  Agreement  may not be changed other than by an instrument in writing,
signed by the party if against which the enforcement of the change is sought.

7.4. Assignment

     This Agreement  shall not be assigned  without the prior written consent of
Seller, Buyer and the Escrow Agent.

7.5. Entire Agreement

     This  Agreement  constitutes  the  entire  agreement  between  the  parties
respecting  the subject  matter  hereof,  and in no event shall  either party be
charged with any covenant,  representation,  warranty,  guarantee,  indemnity or
other agreement,  except to the extent  expressly stated in this Agreement.  Any
and all exhibits,  schedules,  riders or other attachments to this Agreement are
an integral part hereof.

7.6. Binding Effect

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
respective  parties,   and  their  successors,   assigns,   heirs  and  personal
representatives, except as otherwise expressly provided herein.

7.7. Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original.

                       * Signatures appear on next page *
Signatures

     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of the parties hereto as of the Effective Date.

                               MATLACK SYSTEMS, INC.,
                               a Delaware corporation

                               By: /s/ Patrick J. Bagley
                                   ---------------------------------------------
                               Name: Patrick J. Bagley
                               Title: Vice President-Finance

                               MATLACK PROPERTIES, INC., a Pennsylvania
                               corporation formerly known as Super Service, Inc.

                               By: /s/ Patrick J. Bagley
                                   ---------------------------------------------
                               Name: Patrick J. Bagley
                               Title: Vice President-Finance

                               QUALITY CARRIERS, INC., an Illinois corporation

                               By: /s/ Dennis Farnsworth
                                   ---------------------------------------------
                               Name: Dennis Farnsworth
                               Title: Chief Financial Officer

                               CHASE MANHATTAN TRUST COMPANY, N.A., a national
                               banking association

                               By: /s/ Richard Hann
                                   ---------------------------------------------
                               Name: Richard Hann
                               Title: Vice President
Exhibit 10(n)

                            HOLDBACK ESCROW AGREEMENT

     This HOLDBACK  ESCROW  AGREEMENT  (this  "Agreement") is entered into as of
October 2, 2001 (the  "Effective  Date") by and among Matlack  Systems,  Inc., a
Delaware  corporation  ("MSI"),  Matlack Properties,  Inc., f/k/a Super Service,
Inc., a Pennsylvania corporation ("MPI" and, with MSI, "Seller"), Steamboat LLC,
a Delaware  limited  liability  company  ("Buyer"),  and Chase  Manhattan  Trust
Company, N.A., a national banking association (the "Escrow Agent").

                                    Recitals

     A. Seller and Quality Carriers,  Inc., an Illinois corporation ("Quality"),
entered  into an  Asset  Purchase  Agreement  dated  as of July  27,  2001  (the
"Purchase Agreement"),  which, among other matters, provides for the purchase by
Quality  or its  assigns  of  certain  Accounts  (as  defined  in  the  Purchase
Agreement) of Seller.

     B. Quality assigned its rights under the Purchase Agreement with respect to
the Accounts to Buyer.

     C. This  Holdback  Escrow  Agreement  is entered  into  pursuant  to and in
connection with the Closing under the Purchase Agreement.

     D. Capitalized terms used but not defined herein have the meaning specified
in the Purchase Agreement.

                                    Agreement

     In  consideration of the premises hereto and the mutual covenants set forth
herein and intending to be legally bound hereby, the parties agree as follows:

                           1. Deposit of Escrow Amount

1.1. Deposit of Purchase Price

     Concurrently with the execution and delivery hereof,  Buyer is transferring
or causing to be transferred to the "Matlack  Holdback Escrow Account" The Chase
Manhattan  Bank, ABA  021000021,  Credit  Account  [#507948599],  Notify Deborah
Thompson (901) 309-4798 (the "Escrow Account"), in immediately available federal
funds,  the sum of Five Hundred  Sixty Eight  Thousand  Nine Hundred  Thirty and
00/100 Dollars  ($568,930.00) (the "Deposit"),  which represents the funds to be
placed in Holdback  Escrow  Account  under the terms of the  Purchase  Agreement
("Escrow Amount").

1.2. Investment of Escrow Amount

     The Escrow  Agent  shall  invest the Escrow  Amount in a money  market fund
substantially  all of which is  invested  in direct  obligations  of the  United
States of America or obligations  the principal of and the interest on which are
unconditionally  guaranteed  by the  United  States of  America,  from which the
Escrow  Amount may be redeemed on demand,  or in such other  liquid,  investment
grade securities as may be specified in writing by Buyer and Seller.  The Escrow
Amount may be invested in the name of the Escrow Agent but may not be commingled
with other funds of the Escrow Agent.

1.3. Disposition of Escrow Amount

     The Escrow Agent shall hold and dispose of the Escrow  Amount in accordance
with the terms of this Agreement.

                           2. Release of Escrow Amount

2.1. Release upon Satisfaction or Waiver of Conditions

     Upon  receipt by the Escrow  Agent of  written  notice  signed by Buyer and
Seller  instructing the Escrow Agent to release all or any portion of the Escrow
Amount to Buyer or  Seller,  the Escrow  Agent  shall  transfer,  or cause to be
transferred,  by wire  transfer in  immediately  available  federal funds , such
amount to such  account or  accounts as Buyer or Seller,  whichever  is entitled
thereto,  shall  specify in writing.  Upon release of all of the Escrow  Amount,
this Holdback Escrow  Agreement shall be deemed  terminated and the Escrow Agent
shall be deemed released and discharged from further obligations hereunder.

2.2. Release of Escrow Amount if there is a Dispute

     If a dispute  exists with respect to the  disposition of the Escrow Amount,
Buyer or Seller shall give notice ("Notice of Dispute") to the Escrow Agent, and
give a copy of such notice to each other party to this  Escrow  Agreement.  If a
Notice of Dispute is  received,  the Escrow  Agent shall  retain  custody of the
Escrow Amount until the first to occur of the following:

     (a)  Receipt  by the  Escrow  Agent of a notice  signed by Buyer and Seller
containing  instructions  to the Escrow  Agent as to the  delivery of the Escrow
Amount;

     (b)  Receipt by the Escrow  Agent of a notice  signed by a Putback  Referee
containing  instructions  to the Escrow  Agent as to the  delivery of the Escrow
Amount.  For  purposes  of  this  Agreement,  "Putback  Referee"  shall  mean an
independent  third party mutually agreed to by Buyer and Seller and appointed to
act in such  capacity  in a  written  notice  signed  by Buyer  and  Seller  and
delivered to the Escrow Agent; or

     (c) Receipt by the Escrow  Agent of a final  order of a court of  competent
jurisdiction resolving the dispute from which no appeal is or can be taken;

after  which the Escrow  Agent  shall  promptly  deliver  the  Escrow  Amount in
accordance  with the notice from the  parties or  decision of the court,  as the
case may be. Upon delivery  thereof,  this Holdback  Escrow  Agreement  shall be
deemed to be  terminated,  and the Escrow Agent shall be released and discharged
from all further obligations hereunder.

                          3. Termination by the Parties

     If at any time the  Escrow  Agent  shall  receive a notice  signed by or on
behalf of Buyer and  Seller  instructing  the Escrow  Agent with  respect to the
disposition  of the Escrow  Amount,  the Escrow  Agent shall  release the Escrow
Amount in accordance with the  instructions  contained in such notice,  and upon
release  of the entire  Escrow  Amount  this  Escrow  Agreement  shall be deemed
terminated,  and the Escrow  Agent shall be  released  and  discharged  from all
further obligations hereunder.

                                 4. Escrow Agent

4.1. Nature of Duties; Liability; Indemnification

     It is understood  and agreed that the duties of the Escrow Agent  hereunder
are purely  ministerial  in nature and that the Escrow Agent shall not be liable
for any error of judgment,  fact, or law, or any act done or omitted to be done,
except  for  its own  willful  misconduct  or  gross  negligence  or that of its
partners,  employees, and agents. The Escrow Agent's determination as to whether
an event or condition has occurred, or been met or satisfied, or as to whether a
provision of this Escrow  Agreement  has been  complied  with,  or as to whether
sufficient  evidence of the event or condition or compliance  with the provision
has been  furnished  to it,  shall not  subject  the Escrow  Agent to any claim,
liability,  or  obligation  whatsoever,  even if it  shall be  found  that  such
determination was improper and incorrect; provided that the Escrow Agent and its
partners, employees, and agents shall not have been guilty of willful misconduct
or gross negligence in making such determination. Buyer and Seller each agree to
indemnify the Escrow Agent for, and to hold it harmless against, one half of any
loss,  liability,  or expense  ("Cost")  incurred  without  gross  negligence or
willful  misconduct  on the  part  of the  Escrow  Agent,  arising  out of or in
connection  with its entering  into this Escrow  Agreement  and carrying out its
duties  hereunder,  including costs and expenses of defending itself against any
claim  of  liability  in  connection   herewith  or  therewith.   The  right  to
indemnification  set forth in the preceding  sentence shall include the right to
be paid by Buyer and Seller in respect of Costs as they are incurred  (including
Costs  incurred  in  connection  with  defending  itself  against  any  claim of
liability in connection  herewith).  The Escrow Agent shall repay any amounts so
advanced if it shall  ultimately  be  determined  by a final order of a court of
competent  jurisdiction  from which no appeal is or can be taken that the Escrow
Agent is not entitled to such indemnification.

4.2. Documents and Instructions

     The  Escrow  Agent acts  hereunder  as a  depository  only and shall not be
responsible or liable in any manner whatsoever for the genuineness, sufficiency,
correctness, or validity of any agreement, document, certificate, instrument, or
item  deposited  with  it  or  any  notice,  consent,  approval,  direction,  or
instruction  given to it, and the Escrow  Agent shall be fully  protected  under
Section 4.1 for all acts taken in  accordance  with any written  instruction  or
instrument given to it hereunder, and reasonably believed by the Escrow Agent to
be genuine and what it purports to be.

4.3. Conflicting Notices, Claims, Demands, or Instructions

     If at any time the Escrow Agent shall receive conflicting notices,  claims,
demands,  or instructions with respect to the Escrow Amount, or if for any other
reason  it shall in good  faith be  unable to  determine  the  party or  parties
entitled to receive any of the Escrow  Amount,  or any part thereof,  the Escrow
Agent may refuse to make any  distribution  or payment and may retain the Escrow
Amount in its possession  until it shall have received  instructions  in writing
concurred in by all parties in interest,  or until  directed by a final order or
judgment of a court of competent  jurisdiction from which no appeal is or can be
taken, whereupon the Escrow Agent shall make such disposition in accordance with
such instructions or such order.

4.4. Advice of Counsel

     The Escrow Agent may consult with,  and obtain  advice from,  legal counsel
and employees in the event of any dispute or question as to the  construction of
any of the  provisions  hereof or its duties  hereunder,  and it shall  incur no
liability and shall be fully protected and indemnified under Section 4.1 for all
acts  taken,  in the  absence  of gross  negligence  or willful  misconduct,  in
accordance with the opinion and  instructions of such counsel,  and the costs of
such counsel shall be subject to reimbursement under Section 4.1.

4.5. Fees and Expenses of Escrow Agent

     Buyer agrees to pay a one-time escrow fee in the amount of Two Thousand and
00/100 Dollars ($2,000.00).

4.6. Resignation of Escrow Agent

     The  Escrow  Agent may  resign at any time upon  giving  the other  parties
hereto 30 days' notice to that effect.  In that event the successor Escrow Agent
shall be such person,  firm, or  corporation  as Buyer and Seller shall mutually
select.  It is understood and agreed that the Escrow Agent's  resignation  shall
not be  effective  until a  successor  Escrow  Agent  agrees  to act  hereunder;
provided,  however, that in the event no successor Escrow Agent is appointed and
acting  hereunder  within 30 days of such  notice,  the Escrow Agent may pay and
deliver the Escrow Amount into a court of competent  jurisdiction;  and provided
further, that the Escrow Agent may appoint a successor escrow agent hereunder at
any time so long as such  successor  shall  accept  and agree to be bound by the
terms of this Escrow Agreement.

                              5. Dispute Resolution

     It is  understood  and agreed that should any dispute arise with respect to
the delivery,  ownership, right of possession,  and/or disposition of the Escrow
Property,  or  should  any  claim be made upon the  Escrow  Agent or the  Escrow
Property  by a third  party,  the Escrow  Agent  upon  receipt of notice of such
dispute or claim is  authorized  and shall be  entitled  (at its sole option and
election) to retain in its possession without liability to anyone, all or any of
the Escrow  Property  until such dispute  shall have been settled  either by the
mutual written agreement of the parties involved or by a final order,  decree or
judgment of a court in the United States of America,  the time for perfection of
an appeal of such order,  decree or judgment  having  expired.  The Escrow Agent
may,  but shall be under no duty  whatsoever  to,  institute or defend any legal
proceedings which relate to Escrow Property.

                                    6. Notice

     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 i)
when received,  if given in person; ii) on the date of transmission,  if sent by
telex, telecopy or other electronic  transmission (with answer back confirmation
of such  transmission);  iii) upon delivery,  if delivered by a nationally known
commercial  courier service providing next-day delivery service (such as Federal
Express); or iv) 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 Seller or Buyer under this Agreement  shall be
delivered to Seller or Buyer 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:

i.   If to Seller, to:                 with a copy to:

     Matlack Systems, Inc.             Baker, Donelson, Bearman & Caldwell, P.C.
     One Rollins Plaza                 2200 Riverview Tower
     2200 Concord Pike                 900 South Gay Street
     Wilmington, DE 19803              Knoxville, TN 37901
     Attention: Mr.  Pat Bagley        Attention: Robert F.  Worthington, Esq.
     Telephone: 302.426.2930           Telephone: 865.549.7000
     Facsimile: 302.426.3699           Facsimile: 865.525.8569

ii.  If to Buyer, to:                  with a copy to:

     Steamboat LLC                     Mayer Brown & Platt
     c/o Receivable Partners Inc.      190 South LaSalle Street
     1101 Skokie Blvd., Suite 230      Chicago, IL 60603
     Northbrook, IL 60062              Attention: Laura M.  Turnquest, Esq.
     Attention: Benjamin Waisbren      Telephone: 312.701.7246
     Telephone: 847.753.9797           Facsimile: 312.701.7711
     Facsimile: 847.753.9779

iii. If to the Escrow Agent, to:

     Chase Manhattan Trust Company, N.A.
     1715 Aaron Brenner Drive, Suite 400
     Memphis, TN 38120
     Attention: Richard A.  Hann
     Telephone: 901.309.4794
     Facsimile: 901.624.6613

                                   7. General

7.1. Governing Law; Jurisdiction

     This  Agreement  shall be governed by and construed in accordance  with the
internal  laws of the State of Delaware,  without  reference to conflicts of law
principles.  Each party irrevocably and unconditionally v) agrees that any suit,
action or legal proceeding arising out of or relating to this Agreement shall be
brought in the courts of record of the State of Tennessee  in Shelby  County or,
if applicable,  the federal district court serving Shelby County, Tennessee; vi)
consents  to the  jurisdiction  of  each  such  court  in any  suit,  action  or
proceeding;  and vii)  waives any  objection  which it may have to the laying of
venue of any such suit, action or proceeding in any of such courts.

7.2. Non-Waiver

     No waiver or  waivers by any party of any  breach,  default,  liability  or
performance  by the other  party  shall be deemed or  construed  a waiver of any
other term, condition or liability or the breach or default thereof.  Failure on
the part of any party to  complain  of any action or inaction on the part of the
other party or to declare  the other  party in default,  no matter how long such
failure may continue, shall not be deemed to be a waiver by such party of any of
its rights hereunder.

7.3. Amendment

     This  Agreement  may not be changed other than by an instrument in writing,
signed by the party if against which the enforcement of the change is sought.

7.4. Assignment

     This Agreement  shall not be assigned  without the prior written consent of
Seller, Buyer and the Escrow Agent.

7.5. Entire Agreement

     This  Agreement  constitutes  the  entire  agreement  between  the  parties
respecting  the subject  matter  hereof,  and in no event shall  either party be
charged with any covenant,  representation,  warranty,  guarantee,  indemnity or
other agreement,  except to the extent  expressly stated in this Agreement.  Any
and all exhibits,  schedules,  riders or other attachments to this Agreement are
an integral part hereof.

7.6. Binding Effect

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
respective  parties,   and  their  successors,   assigns,   heirs  and  personal
representatives, except as otherwise expressly provided herein.

7.7. Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original.

                       * Signatures appear on next page *
Signatures

     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of the parties hereto as of the Effective Date.

                             MATLACK SYSTEMS, INC.,
                             a Delaware corporation

                             By: /s/ Michael B. Kinnard
                                 ---------------------------------------------
                             Name: Michael B. Kinnard
                             Title: President & CEO

                             MATLACK PROPERTIES, INC., a Pennsylvania
                             corporation formerly known as Super Service, Inc.

                             By: /s/ Michael B. Kinnard
                                 ---------------------------------------------
                             Name: Michael B. Kinnard
                             Title: President & CEO

                             STEAMBOAT LLC, a Delaware limited liability company
                             By: /s/ Bruce R. Passen
                                 ---------------------------------------------
                             Name: Bruce R. Passen
                             Title: President

                             CHASE MANHATTAN TRUST COMPANY, N.A., a national
                             banking association

                             By: /s/ Richard Hann
                                 ---------------------------------------------
                             Name: Richard Hann
                             Title: Vice President
Exhibit 10(o)

                           Escrow Deposit Agreement

Quality  Carriers,  Inc. and Matlack  Systems,  Inc.  agree that amounts will be
released from escrow upon delivery of missing titles as follows:

                      Vehicle #                       Amount
                      ---------                       ------
                      1822                         $   2,021
                      2739                             1,470
                      2743                             1,985
                      2744                             3,308
                      2776                             1,470
                      2794                             3,308
                      6129                             1,985
                      9656                            30,870
                      9961                            13,230
                      6031                            38,000
                      6086                            38,000
                      6091                            38,000
                      9956                               900
                      2136                             9,188
                      8937                             7,350
                      9166                             8,085
                      Total                        $ 199,170

                       * Signatures appear on next page *
Signatures

IN WITNESS  WHEREOF,  this  Agreement has been  executed by the duly  authorized
representatives of the parties hereto as of the Effective Date.

                               MATLACK SYSTEMS, INC.,
                               a Delaware corporation

                               By: /s/ Michael B. Kinnard
                                   ---------------------------------------------
                               Name: Michael B. Kinnard
                               Title: President & CEO

                               MATLACK PROPERTIES, INC., a Pennsylvania
                               corporation formerly known as Super Service, Inc.

                               By: /s/ Michael B. Kinnard
                                   ---------------------------------------------
                               Name: Michael B. Kinnard
                               Title: President & CEO

                               QUALITY CARRIERS, INC., an Illinois corporation

                               By: /s/ Dennis Farnsworth
                                   ---------------------------------------------
                               Name: Dennis Farnsworth
                               Title: SVP & Chief Financial Officer