EXHIBIT (C)(1)
                                                             --------------

                                                             April 14, 2000

Joe Hardesty
Bank of America Business Credit
6060 Poplar Avenue - Suite 400
Memphis, Tennessee  38119


                                 APPRAISAL
                                 ---------

As  requested,  an  inspection and appraisal of the specific assets of KLLM
TRANSPORT SERVICES  has  been  conducted by MB Valuation Services, Inc.  We
assume that all items listed are  owned  by  and  belong  to KLLM TRANSPORT
SERVICES, although no investigation has been made to verify that ownership.
The  purpose  of  this  appraisal is to arrive at a conclusion  of  ORDERLY
LIQUIDATION VALUE for these  items  as of the effective date of inspection;
we do not intimate that there could not be any fluctuation of the values in
the future.  The fee for this report  is  for  our expressed opinion at the
time  of inspection, with no warranties or guarantees  of  the  outcome  if
values are tested at any future date.

This appraisal sets forth our findings and conclusions which are based upon
an investigation of conditions affecting value and which are subject to the
Assumptions  and  Statement of Limiting Conditions and Definition contained
in the following report.   Without reading the Assumptions and Statement of
Limiting  Conditions  and  Definition,  the  report  could  be  erroneously
interpreted.

This appraisal is in compliance  with the Uniform Standards of Professional
Appraisal Practices (USPAP) as of  January  1,  2000.   This  is  a Summary
Appraisal Report.

Thank you for the opportunity to be of service in this matter.  If you have
any questions regarding the method of appraisal, the value concept,  or the
indicated values, contact our corporate office in Dallas, Texas.

Respectfully submitted,
MB VALUATION SERVICES, INC.



Robert L. Barber
Appraiser

RLB/jr




                             TABLE OF CONTENTS


R E C A P I T U L A T I O N .........................................  1

GENERAL COMMENTS, ASSUMPTIONS AND

STATEMENT OF LIMITING CONDITIONS ....................................   2

GENERAL INFORMATION - DEFINITIONS ...................................   7

PURPOSE OF APPRAISAL: ...............................................   7

USE AND INTERPRETATION ..............................................  14

CONDITION CODES......................................................  16

RESEARCH DATA SOURCES 18

PERSONAL PROPERTY LISTING:
          Code Directory.............................................  18
          Asset Directory............................................  19
          Computer Recap............................................. 512

CERTIFICATE OF APPRAISER............................................. 514

QUALIFICATIONS:...................................................... 515





                         ORDERLY LIQUIDATION VALUE

        -----------------------------------------------------------


                        R E C A P I T U L A T I O N


                          KLLM TRANSPORT SERVICES

                           JACKSON, MISSISSIPPI
                            BASTROP, LOUISIANA

                              MARCH 30, 2000


        -----------------------------------------------------------


     KLLM......................................................$ 62,978,500

     VERNON SAWYER.............................................  22,223,200



                             TOTAL FOR REPORT

                      * * * $ 85,201,700. 0 0 * * *


                           (EIGHTY-FIVE MILLION,
                         TWO HUNDRED ONE THOUSAND,
                          SEVEN HUNDRED DOLLARS)



NOTE:     IF  THIS  BUSINESS  OR  ANY EQUIPMENT IS LATER SOLD, CONTACT YOUR
          APPRAISER FOR RECOMMENDATIONS OR GENERAL MARKET INFORMATION.

                                Page 1



                     GENERAL COMMENTS, ASSUMPTIONS AND
                     STATEMENT OF LIMITING CONDITIONS


In  many  instances,  these  statements   include   general   comments  for
understanding the study.

All  facts  and data set forth in this report are true and correct  to  the
best of your appraiser's knowledge and belief.

All information  furnished  by company personnel and others, including such
things as capacities and production  rates  of equipment, upon which all or
portions of this report are based, is believed  to be reliable, but has not
been verified in all cases.  No warranties are given  as to the accuracy of
such information nor does the appraiser (or MB) report  to  be  a technical
expert on any assets as our expertise is confined to valuation.

Personal inspection of specific assets has been made.

The  fee  for  this  appraisal  report  is  not  contingent upon the values
reported.  There have not been any guarantees associated  with this fee and
no liability can be intimated or assumed in any manner.

As this report has been purchased by the addressee, we assume  it  is to be
used  only  by the addressee in determination of a value opinion as of  the
effective date.   Use  of  this report by others should be done so with the
understanding that no guarantees  have  been made by MB VALUATION SERVICES,
INC. or the appraiser to the owner of the  report nor purchased through the
fee paid to the appraiser.

The  physical condition of the property described  herein  was  based  upon
visual  inspection  by  the  appraiser.   No  responsibility is assumed for
latent defects of ANY nature whatsoever which may affect its value, nor for
any expertise required to disclose such conditions.

No  consideration  has  been given to liens or encumbrances  which  may  be
against the property.

No investigation of legal  fee  or  title to the property has been made and
the claim to the property has been assumed  to  be  valid.   Title  to  the
subject property is assumed to be good and marketable.

Neither the appraiser nor any officer or employee of MB VALUATION SERVICES,
INC. has any financial interest in the property appraised.

Neither   MB   nor   the   signatories   should   be   required   to   give
testimony   or  attend   court   or   be   at   any   governmental  hearing
with   references  to   the   said  property  unless   prior   arrangements
have  been  made.    However,   MB   is  willing  to  do  so  for  standard
testimony   fee   and   expense   rates   subject   only   to    scheduling
conflicts  and/or  a  litigation  subject  that is outside the function and
purpose of the report which, in the opinion of MB,  would  be misleading or
confusing.

                                Page 2



This appraisal  is  based  upon ORDERLY LIQUIDATION VALUE as defined in the
Definition section of this report.

All equipment has been considered  free  and  clear  of any landlords holds
through lease agreements, and all items are listed assuming  the removal of
same without any restrictions.

No   additional   values  or  appraisals  have  been  made  regarding  such
intangibles as patents,  rights to manufacture, trademarks, goodwill, going
concern, product line, customer  lists, etc.  The values made a pat of this
report are for the items listed only  and  are subject to the Definition of
the report itself.

An appraisal is an estimate of value.  When  the  amount  is  considered  a
reasonable  and  proper value under the concept of a definition, then it is
applied.  For this  reason  the  value is, in many cases, a rounded number.
As stated in ENGINEERING VALUATION  AND  DEPRECIATION, a textbook published
by Iowa State University Press of Ames, Iowa, "all values are of the nature
of  forecast  of  events  and  are  subject  to the  uncertainties  of  all
prophecies."

This appraiser reserves the right to recall all  copies  of  this report to
correct any omission or error.

The  valuation  concept used in this report is one accepted by the  client.
Concept  PROBABILITY   and/or  feasibility  is  beyond  the  scope  of  the
appraisal.  The user of  the  report  is  to  determine  the probability of
occurrence.   The appraisal is purchased in order to allow  an  opinion  of
value under an assumed set of circumstances, as mutually agreed upon by the
client  and  MB  VALUATION   SERVICES,  INC.   The  concept  is  considered
reasonable for its intended use  as  a POSSIBLE value to be received or the
project would have been declined.

The valuation study has been made by MB  VALUATION  SERVICES, INC. and will
be held confidential.  It has been prepared by an experienced appraiser and
is  based on information, where possible, from contractors,  manufacturers,
sales  comparables,  dealers,  etc.   The  analysis and final conclusion is
arrived  at from many years of experience in  the  sale  and  appraisal  of
industrial  properties.  The final form for this report is made possible by
omitting many  details  used in estimating, yet not considered essential to
the report.  Due to the complexities  and  variables  required  on the MANY
items   of   fixed   assets,  itemized  values  become  the  guideline  for
justification rather than  individual  summaries  for each conclusion.  The
total  opinion  of value for all assets is based upon  values  applied  for
itemized assets of  the company.  A separate value "out of context" may not
be applicable for any  other  purpose and must not be used with or compared
to any other appraisal.  However,  most personal property reports under the
strictest interpretation of Standard  8  of  USPAP  as  of January 1, 2000,
would be styled as a "word of art", A SUMMARY APPRAISAL REPORT.

Neither  all  nor  any part of the contents of this report (especially  any
conclusions a to value,  the  identity  of the appraisers, or the firm with
which  they  are connected) shall be disseminated  to  the  public  through
advertising  media,  news  media, sales media, or any other public means of
communication without prior written consent and approval of MB.

                                Page 3


For all areas of this study,  the  assigned  values  represent the amount a
reputable and qualified appraiser, unaffected by personal interest, bias or
prejudice, would recommend to a prospective purchaser  as a proper price or
cost within the value concept and in light of prevailing conditions.

Items  indicated  in location codes as made a part of this  report  are  as
observed on the effective  date  of  the study.  Codes should be considered
only a guide and not as an accurate indicator  of where equipment may be in
the future.  In addition, this additional feature made a part of this study
is accomplished in order to aid the reader in locating items inspected when
comparing  the  study and/or values as they relate  to  the  total  of  the
completed report.   In providing this, MB VALUATION SERVICES, INC. does not
wish this extra effort  to  carry with it any liabilities arising from same
as it relates to the past, present  or  if applied some time in the future.
Although  the  coded  areas  are believed accurate  for  use  in  location,
recapitulation or graphics analysis, there are always changes, alterations,
and unresolved input that could  require correction.  As a best effort, the
coding is believed correct as related  to  data  input  and the descriptive
assignment.

NO  RESPONSIBILITY  IS  TAKEN  FOR  CHANGES  IN  MARKET CONDITIONS  AND  NO
OBLIGATION IS ASSUMED TO REVISE THIS REPORT WITHOUT  ADEQUATE COMPENSATION,
TIME,  AND  PROCEDURAL  REQUIREMENTS  THAT ALLOW DUE DILIGENCE  TO  REFLECT
EVENTS OR CONDITIONS WHICH OCCUR SUBSEQUENT TO THE DATE HEREOF.

Description of items made a part of this  report is believed correct to the
best  ability  of  the  appraiser.   Any  errors   or  omissions  in  these
descriptions were unintentional and should not affect the value assignment.
Descriptions   are   made   with   the   attempt   of  allowing  reasonable
identification although they may not allow specific item identification, in
all cases, unless company number tagging is utilized.

In  many  cases,  an  appraiser  may  indicate that certain  equipment  was
"observed in operation".  This qualification is applicable only to specific
pieces  of equipment and should not be construed  as  an  implication  that
other equipment  was  not  operable  or capable of operation at the time of
inspection.   This note could become extremely  important  as  a  condition
comparative in  the  future  but is considered more of note "in passing" at
the time of the on-site listing.  However, if it is stated "not observed in
operation" it would be an indication that the equipment is not installed or
wired for operation or that the equipment obviously has not been in use for
some time; it would not necessarily  mean  the equipment was not capable of
operation.

This  appraisal  has been prepared in conformity  with  the  Principles  of
Appraisal  Practice   and  Code  of  Ethics  of  the  American  Society  of
Appraisers.

In  this  report, codes are  not  used  either  for  appearance  or  actual
condition,  it  is  understood  that  the  description  would  suffice  the
purposes  of  the appraiser  arriving at  a  conclusion of  value  and that
the  equipment,  in appearance, would  be  in  average  condition.   It  is
understood, for purposes  of  an  appraisal  report,  actual  condition  of
that   other   than   the  obvious,  may  be  an  unknown  factor  for  all
of  the  many   items  listed.   It  is  not  practical,  nor  feasible  to
operate  each  and every machine, nor have  it  demonstrated  for tolerance
accuracy,   mechanical   operating  functions,  proper  computer  interface

                                Page 4


and/or  gauge measurements due to the various limitations.   Appraisers are
oriented to value and must  rely  on a certain  amount  of  information  by
company personnel as it related to condition and/or observations.   Company
personnel  cannot  be  available  for   ALL  appraisers  while  listing ALL
items within a facility.   It  is  for  this reason that the M&E  appraiser
typically relies on the appearance codes although  when  proper information
is available, adjustments  may  be  made based upon indicated  condition by
company personnel under an appropriate value concept.  The condition coding
is used for internal communication and interpretation  rather  than  as  an
indication  to  the  users of actual condition.  It is advisable, if actual
condition of equipment is required,  to consult with those parties that are
independent  and  qualified to offer such technical advise.

Photographs, if included in this report, are taken at random and may or may
not  include  all  of  those developed.  Some photographs may  be  of  poor
quality and/or insignificant  to  the study.  Some photographs are used for
recall in correlation work.  The selected  photographs,  if  used,  are  an
additional  effort  when included in the formal report and unless otherwise
noted,  there  is no requested  criteria  for  those  selected  by  the  MB
production department.   The  lack  of  photographs,  for  whatever reason,
should not create any liability for MB.

SIGNIFICANT CONTRIBUTION:
- -------------------------

     It  is  possible  that one or more senior appraisers of our  firm
     assisted  in  the  process   of    preparing  or  reviewing  this
     appraisal.   Our research department  gathers  additional  market
     information from our sales data base and/or by making appropriate
     market inquiries.   The  on-site senior appraiser was responsible
     for personally inspecting  the assets, describing them and making
     initial  estimates  of value.   He/she  also  gathered  pertinent
     information about the assets from the subject company's personnel
     and company records.  The on-site senior appraiser is responsible
     for the final correlation  work  conducted  unless  there is more
     than one signature.  A senior appraiser will have reviewed all of
     the information.  MB Valuation Services, Inc. considers  that the
     appraiser(s)   making   the   final  decision  on  value  is  the
     individual(s)  contributing  in  a   significant  way  under  the
     interpretation  of  the  standards made a  part  of  the  UNIFORM
     STANDARDS OF PROFESSIONAL  APPRAISAL PRACTICE (USPAP).  If on the
     other  hand,  special  consultants   or   outside  expertise  are
     required,  and  he/she contributes in a significant  way  to  the
     correlation of this report, this would be noted.

Some equipment, due to  location and/or quantity, may have differing values
assigned with the consideration  that  even though similar, condition could
be  better or worse than other identical  pieces.   The  concept  of  value
causes  these  adjustment  to  be  made.   Location  requirements can cause
differences in removal or installation.

This  appraisal  is  based  upon  the  premise  and  assumption  that there
is  full   compliance  with   all   applicable  federal,  state  and  local
Environmental   Protection   Agency   hazardous   waste   regulations   and
laws.    Not   study,  inspection   or   observation   of   any   kind   or
nature   has  been  made,  nor   is   any   consideration   given   to  the
possible presence  of  hazardous  or toxic  waste on the property appraised

                                Page 5


unless it has been specifically pointed out  by  the company  or  through a
supplied  report.    The value then reports only to the potential effect on
value of the  item  and  not other associated costs (i.e., clean up, etc.).
This  would  include  any  toxic  construction material, asbestos, waste or
product from any manufacturing process,  polychlorinated  biphenyls, or any
other substance or material which is regulated  by law or poses  a   hazard
to  health  or  the  environment  generally.  As  the environmental area is
beyond  the  expertise of an appraiser, you are advised to obtain an expert
in environmental hazards or emissions.

When and if applicable,  the  indicated  value  in  this  report  gives  no
consideration  to  any  loss in value that may be attributed to the type of
refrigerant charge utilized in any of the subject's equipment including air
conditioning and/or refrigeration  equipment.   The  user of this report is
hereby  informed  that  the  use of restricted CFC's may,  in  the  future,
greatly affect the usefulness  and  value of equipment that contains any of
the EPA-restricted refrigerant gases.

During the site visit, we requested identification  of  any  property which
may be on site but not owned, leased or rented.  Our best effort  was  made
to  identify  this  equipment  and  relied  on  information provided by the
company.

Highest and best use is defined as the reasonably probable and legal use of
personal property, which is physically possible,  appropriately  supported,
financially  feasible,  and results in the highest value in the appropriate
marketplace, consistent with  the  purpose  of the appraisal.  As generally
understood, the highest and best use of the subject  equipment  is that for
which it was designed by the manufacturer.

Although a small sampling of vehicles was observed, the values shown in the
report  are primarily based on information obtained from Excel spreadsheets
provided  by  principals.   Descriptions  are  those contained on the excel
disk,  and it is assumed that all assets included  in  this  study  are  as
described  and  MB  Valuation Services, Inc. cannot be held responsible for
any discrepancies which may be found in the information provided.

To the best of our knowledge,  no leased assets are considered in the total
value, although they may be listed.

Other limitations, if any, are clearly  defined and individually set out at
that point relating to the subject.

                                Page 6


                             PERSONAL PROPERTY
                    GENERAL INFORMATION AND DEFINITION
                        FAIR MARKET VALUE APPRAISAL


PURPOSE OF APPRAISAL:
- ---------------------

The purpose of this appraisal is to estimate  the ORDERLY LIQUIDATION VALUE
of the subject's personal property.  In estimating  this value, it has been
necessary  to  make  a  physical  inspection  and listing of  the  property
contained in this report.  The results are reported  in  this  study.   The
property  interest  (rights)  appraised is that of ownership in fee simple,
and the subject's assets are appraised  as if free and clear, without liens
or encumbrances (unless otherwise noted).

FUNCTION OF APPRAISAL:
- ----------------------

The function of this report is to serve as  a value guideline for financing
purposes of the subject property.  The effective date of valuation is March
30, 2000, which was the date of inspection of the subject property.

There  are  proper  uses  for  various  appraisal  concepts.    However,  a
particular  individual,  company  or  organization  may determine that  the
concept fits a particular need and, therefore, use it  in  a way that would
be typically improper.  As the American Society of Appraisers  has standard
definitions for concepts, each concept, as specifically defined,  indicates
a  conclusion  of value that would be the same as performed by this company
regardless of the  client or its use.  It is up to the user to determine if
the concept is proper  for its purpose, as it is clearly defined and should
be understood.  Prudent  users  are not prohibited from investigating value
concepts to determine their typical  and  known common uses.  They are also
not prohibited after their investigations to choose to adapt any concept to
their  purpose  as  they  consider  reasonable  by  their  standards.   The
appraisal is performed at the behest of a client  based  upon  a  requested
concept of value.  In many cases, MB Valuation Services, Inc. must  perform
one or more concepts whose uses may vary.  Therefore, the function of  this
study is the use of the report with the knowledge of the defined concept of
value.  The reader and/or user is advised to contact the appraiser with ANY
questions regarding value, typical uses, or intended uses.

SCOPE OF APPRAISAL:
- -------------------

Sample inspection was done on March 30, 2000 for the purpose of arriving at
Orderly Liquidation Value of the list of assets.

INFORMATION ANALYZED:
- ---------------------

See "Purpose and Method of Appraised" and Research Data Sources.

                                Page 7


HIGHEST AND BEST USE:
- ---------------------

The  equipment  was being used for the purpose as designed unless otherwise
indicated.  The only  alternative  use,  other  than  that as designed, was
salvage  or  scrap.  It is the appraiser's opinion that the  equipment  was
being utilized  for  the purpose as designed and, therefore, at its highest
and best use unless otherwise  stated.  Therefore, highest and best use has
been considered in the valuation  of  all property listed in the report and
is defined as: "The reasonably probable  and legal use of personal property
that  is  physically  possible,  appropriately  supported  and  financially
feasible, and results in the highest value in the appropriate marketplace."
The appropriate marketplace must be consistent with the concept of value.

ORDERLY LIQUIDATION VALUE CONCEPT:
- ----------------------------------

     "The estimated amount expressed  in terms of money which could be
     typically realized from a sale, given a reasonable period of time
     to find a purchaser(s), the seller  being compelled to sell on an
     as is-where is basis."

This concept assumes "Forced Sale" with only  a  limited  time  for  market
exposure  and  has  no  "willing  seller"  assumptions.  It also takes into
consideration  the  physical condition, quality,  difficulty  and  cost  of
removal, and overall psychological appeal of the assets.

This value concept is  one  requested  by  the  client  and  should  not be
considered as a recommendation by the appraiser.  The concept is considered
fair  and  reasonable  under the assumptions made but could have some risks
due to changing conditions  and  the  assumed  resale  of  ALL assets.  The
overall  indicator is the appraiser's opinion of the result of  an  orderly
liquidation  based  upon  averaging.   It  should not be used as a starting
selling point.  Fair Market Value is considered  to  be the proper value to
use for pricing.

NOTE:     It  should  be  understood  that  any  removal concept  does  not
          consider  product lines or their marketability  unless  otherwise
          specified to  be  included.   It  is for this reason that product
          line is not a part of this study nor  are  special tooling, jigs,
          fixtures and devices considered other than for parts or adaptable
          use.

CLIENT:        Bank of American Business Credit
- -------

SUBJECT:       KLLM TRANSPORT SERVICES
- --------

USER(S):       Bank of America Business Credit
- --------

PROPERTY:      Rolling Stock
- ---------

                                Page 8



PROPERTY CHARACTERISTICS:
- -------------------------

     (1)  Physical:  Age Life or Observed Condition
     (2)  Functional:  Contained in market of comparison to replacement
     (3)  Economic:  Industry and/or market derived


INTEREST APPRAISED: Fee Simple
- -------------------

                                Page 9



                         ORDERLY LIQUIDATION VALUE
                     PURPOSE AND METHODS OF APPRAISAL


IT  IS  STANDARD FOR MB VALUATION SERVICES, INC. REPORTS  TO  BE  EXTREMELY
DETAILED  UNLESS  OTHERWISE  REQUESTED.  FOR THIS REASON, THERE MAY BE SOME
ITEMS LISTED WHICH ARE CONSIDERED  NOMINAL  OR INSIGNIFICANT TO THE READER.
HOWEVER, WHEN THE DICTATION METHOD IS EMPLOYED,  IT IS FASTER, WITH CERTAIN
EXCEPTIONS, TO LIST THESE ITEMS INDIVIDUALLY THAN  TO  COUNT  THEM AND HAVE
ONE ENTRY.  ALTHOUGH THE FILE MAY CONTAIN MORE DETAIL THAN REQUIRED,  IT IS
POSSIBLE   TO  REQUEST  THIS  SAME  STUDY  WITH  LIMITS  FOR  VALUE  AND/OR
DESCRIPTION.   WHEN THE DATA IS USED FOR ASSET CONTROL, THERE IS USUALLY AN
APPRECIATION FOR  THE DETAIL BY THE MAJORITY OF CLIENTS, ALTHOUGH EACH USER
MAY HAVE A DIFFERENT REQUIREMENT FROM OTHERS.  AS THESE REQUIREMENTS CANNOT
BE ANTICIPATED, UNLESS  OTHERWISE  SPECIFIED,  THE  FULL  DETAIL IS USUALLY
SUPPLIED.   THE  SUBJECT  REPORT AFTER USPAP 2000 IS CONSIDERED  A  SUMMARY
REPORT.

The purpose of this appraisal  is to estimate the ORDERLY LIQUIDATION VALUE
of the subject machinery and equipment in terms of United States Dollars.

In  estimating  this value, the Appraisers  has  considered  the  following
approaches in arriving at indicators of value.

     COST APPROACH  -  An  estimate of the present replacement cost of
     the   machinery   and  equipment   less   accrued   depreciation.
     Depreciation includes loss in value due to physical deterioration
     as  well as functional  and  economic  obsolescence.   Functional
     obsolescence is the decreased capacity of the item to perform the
     function  for  which it is intended in terms of current standards
     and specifications.  Functional obsolescence may stem either from
     a deficiency within  the  item  such  as  poor design or outmoded
     style  or may result from superadequacy or overdesign.   Economic
     obsolescence  represents a loss in value from factors outside the
     item appraised,  such  as  a depressed market for the end product
     manufactured  by  the  item of  machinery  or  equipment.   These
     factors generally are characterized as "negative external forces"
     which have an impact upon  the item appraised.  The Cost Approach
     is utilized primarily as a secondary  value  indicator  since  it
     often   fails  to  qualify  the  inherent  loss  in  value  under
     liquidation  conditions.   Comparisons are sometimes made to cost
     when comparable sales are not found under the appraisal concept.

     MARKET COMPARISON APPROACH -  Comparison  with similar items that
     have   sold   or   are   currently   offered   for  sale  in  the
     marketplace.   By  comparing the  items  appraised  with  similar
     items  which have  recently  sold  or  are  currently offered for
     sale,  an  estimate  can  be  made  of  the  Orderly  Liquidation
     Value.   Within  these  comparable  items  there may be pertinent
     factors  of  comparison  which include capacity,  age,  location,
     and date of sale, when applicable.  These items may be considered
     in arriving at an adjusted value for each subject item appraised.

                                Page 10


     Marketability of each item of machinery and equipment  is  also a
     determinant of value.   Marketability, as a measure of demand, is
     approximated through recent sales under liquidation conditions of
     comparable items of  machinery and equipment.  Where actual sales
     are not available, relationships are often established based upon
     used  equipment  prices  for  comparable  items  with  subsequent
     adjustments  for  orderly  liquidation  conditions.   (See   Cost
     Approach).

     DIRECT SALES COMPARISON of like items of  machinery and equipment
     (where possible) under liquidation conditions  is  the preferable
     and  most  accepted  approach  in determining Orderly Liquidation
     Value.


     INCOME  APPROACH  not  typically  applied   under   the   Orderly
     Liquidation Concept.  After consideration, a decision is made  as
     to  whether  the  income approach could be appropriate.  If it is
     used, it is made a  separate  section  to  the  study where it is
     thoroughly explained.

The assignment for any Liquidation Concept appraisal does  not  necessarily
indicate  the  scenario  as  a  proper method of disposal if market testing
should  be  required at a future date.   These  value  concepts  and  their
inherent assumptions  are  requested  for various uses or guidelines by the
addressee  shown  on  the  letter  of  transmittal.   The  assumed  set  of
circumstances may not allow the concept  to  be  recommended  when and if a
liquidation should be required.

In  certain instances, as in the case of custom machinery and equipment,  a
market analysis may be undertaken to ascertain current demand/marketability
and subsequent assignment value.  Market analysis may also be undertaken if
functional or economic obsolescence is a key factor in a major machine tool
or piece  of equipment.  A justment call may be required with no comparable
backup.  That  value assignment could be formed by an experienced appraiser
having  acquired   value  orientation  from  years  of  observations  under
liquidation concepts.   SPECIAL  or  custom  equipment,  in  most cases, is
appraised in this manner.

Certain  categories of machinery and equipment are subject to routine  loss
in  value  as  a  result  of  usage  (physical  deterioration).   In  other
instances, functional  obsolescence is determined through a comparison with
other items that may have a more efficient and cost effective operation.

Note  that  the  summary value  indicated  in  this  report  represents  an
"aggregate"   value  based  upon   all   items  noted   herein.   For  this
reason,  isolation  of  any  single element as a sole basis  of  comparison
may  be   inaccurate,   and   subsequent   isolation  of  any  single  item
appraised,  or  group  of  items  appraised,  could  result  in  a variance
from   the   values   reported.    The  Forced  Sale   requires   not  only
the judgment  and ability of the appraiser  to  evaluate  a  specific piece
of equipment,  but  also  the  experience  to anticipate  what could happen
under a given  set  of  circumstances  based  upon actual sales (held under
forced  sale  conditions) of like  or similar machinery and equipment, with

                                Page 11


adjustments made for:

     1)   conditions at time of inspection
     2)   quantities and desirability
     3)   location
     4)   general appearance
     5)   psychological appeal
     6)   cost of similar or like used and new equipment
     7)   degree of specialization or modification

The balance of forces which affects value for particular types of machinery
or  pieces  of  equipment is analyzed by the appraiser and the final  value
assignment on each item is, in part, a reflection of this analysis.

Machinery and equipment  is  described  and valued as it would be typically
advertised  and  sold.   In  some instances,  an  entire  line  of  related
machinery is designed to perform  a particular function as an integral unit
and should justify greater value application  as  a  unit rather than if it
was separated out.

It should be understood that the value indicated is not for its replacement
in like kind and utility, but rather what the specific  equipment  observed
is   worth   under  the  scenario  as  defined.   However,  replacement  or
reproduction cost  may  be used in the cost approach to arrive at the value
indicated for the specific  piece.   With  all things equal, it is possible
that an exact piece of equipment, if found, could be obtained for the value
indicated under the concept.  Comparisons would  have  to take into account
adjustments for exacts such as location, installation, condition, industry,
locational  economics  and possible draw through all "causes  and  effects"
associated with the concept.   Realistically,  exact  comparables  are  not
always  possible, therefore, it should be applied to the specific equipment
at its location;  it  is  not  to  be  used,  nor is it to represented as a
valuation that would be applied to replacement  or  depreciated replacement
for  insurance  purposes.  However, the item DESCRIPTION,  in  most  cases,
contains the specifics  that would be needed for determining replacement in
like  kind  and  utility, although  values  may  be  different  than  those
indicated by this study.

An appraisal has never  been  considered  the  product of an exact science,
although  measurements  of  accuracy  may  be  employed.   Determining  the
reactions of the public to value an asset at a particular  point in time is
a  valuation  process  based  upon history, whereas the actual test  of  an
appraisal value may vary up or  down.   for  this reason, one sale does not
necessarily make a comparable.  Although equipment  may  have been observed
selling  at  higher or lower numbers than its appraised value,  it  is  the
appraiser's  judgment  and  responsibility  to  make  adjustments  in order
to  maintain  a  set  of  circumstances  which might be considered  average
under  a  particular  value concept.   For  this  reason,  the total number
indicator  is   the   important   measurement  on  a  PROPER  future  test.
Typically,  the  averaging  method  adjusts  for location, condition, time,
and other factors.  However, it  would  not  simply  indicate  some high or
low  recovery  for  an   asset  under  some  particular  past  sale.    The

                                Page 12


appraiser  strives  for an average.  In a tested  sale, one might find that
average  being  exceeded in  some cases, yet below the value  indicated  in
others.   It  is  the existence of these variables that requires the use of
the  averaging  method in order to maintain greater accuracy.




                                Page 13


                USE AND INTERPRETATION OF COMPUTER PRINTOUT

As  the  enclosed listing is a comprehensive report, certain areas  of  the
print  may  need  clarification.   The  following  example  and  subsequent
explanation should be of assistance.


                         COMPUTER PRINTOUT EXAMPLE
                         -------------------------
                        MB VALUATION APPRAISAL OF:
                   (HYPOTHETICAL EXAMPLE - NOT SUBJECT)

C1 (CODE 1):  LOCATION

C2 (CODE 2):  TYPE

- ---------------------------------------------------------------------------
ENTRY     C1   C2   QTY  DESCRIPTION                                    FMV

- ---------------------------------------------------------------------------
301       S1   D1   1    FAN, PEDESTAL                                10.00

308       S1   D1   1    AIR COMPRESSOR, TWIN STAGE,
                         15 HP, TANK MOUNTED                        2600.00

412       S2   D1   1    PALLET TRUCK, 5500 #CAP.                    500.00

513       S2   D1   1    AIR CONDITIONING SYSTEM,
                         CENTRAL HEAT & AIR,
                         *IMPROVEMENTS                                *

617       S2   D1   LOT  TOOLS AND ACCESSORIES, MISC.
                         NOT OTHERWISE LISTED OR
                         CONSIDERED                                  150.00
- ---------------------------------------------------------------------------

EXPLANATION:

Reading  from  left  to right, note the far left (ENTRY) column contains an
ENTRY NUMBER (such as 301) to reference as appraisal item.

Next are code columns  if  used.   Note they are labeled C1 and C2, meaning
Code 1 and Code 2.  A quick glance to  the  upper  left will reveal that C1
(Code  1)  represents  LOCATION,  and  that  C2  (Code 2) represents  TYPE:
therefore,  entry number 301, for instance, would be  at  location  S1  and
would be categorized  as  equipment  type  D1.   Codes  of  this  sort  are
optional, and may not appear on the printout; however, they can be added at
a later time.

                                Page 14


The  codes  S1  and  D1 may be interpreted by referring to a code directory
(not shown) located immediately  before  the  listing.  The directory might
show, for example, that location S1 is Building  A, and that equipment type
D1  is drilling equipment.  This code directory also  shows  the  pages  on
which  the  first set of codes can be found.  If codes are used, the end of
the computer printout will have a recapitulation, which also references the
codes and their descriptions.

It is possible  to  obtain  a  printout  of  all or a portion of the items,
sorted  by  any code, by order of entry (the far  left  computer  generated
entry number),  ascending or descending values, or by category, which would
group the assets alphabetically.

The quantity column  (QTY)  indicates  the count of items listed.  When the
word "Lot" is used in this column, an itemized  count  was  not  made.  The
term "Lot" considers a group as one and is the same to the computer  as the
quantity of one.  Quantities greater than one are automatically extended.

To  the  right  of quantify (QTY) is the data description which contains  a
reasonable description  of  the item listed.  the data description may also
contain any special noted considerations, explanations or references.

The far right number is the EXTENDED appraisal value for quantities greater
than one.  If an asterisk (*)  is  used  in  the value column, the value is
equal to zero.  (See Entry No. 513 in the example.)   The  asterisk  (*) is
used  primarily to reference an explanation found in the item's description
when no  value is used.  In some cases the value, if applicable, could have
been considered  elsewhere.  If the value is actually zero, the number zero
is used.

If you have not requested  your  report to be updated or revised yearly, or
at some point in the future, and wish  to investigate this service, contact
us  for both an explanation and a fee quote.   In  any  event,  you  should
receive an update reminder letter and quote in approximately eleven months.

NOTE:     The   overall   conceptual  design  of  this  program,  dictation
          methodology for appraisals and input, and procedural applications
          of  this  methodology  were  originated  by the  principals of MB
          Valuation  Services,  Inc.  over   many  years,   with  continual
          upgrading of all applications and technology.   These procedures,
          or similar techniques, can be observed used by others within the
          sales and appraisal profession.

                                Page 15



                              CONDITION CODES

- ---------------------------------------------------------------------------

These are standard condition codes  which  have been used for years and are
generally  understood.   These  codes  are defined  below  for  any  needed
clarification.   At  the  outset, it should  be  understood  that  standard
condition codes should typically  be  used  for  actual rather than assumed
conditions.   It  is  for this reason that there should  be  two  forms  of
condition codes:  (1), codes used for actual condition, and (2), codes used
for appearance or assumed  condition.  Through the use of two sets of codes
(actual and assumed) there is allowed a better understanding or aid for the
following uses:

     1.   Justification  of value  judgment  and/or  any  alterations  from
          average return;
     2.   Testimony or presentation support; future court testimony;
     3.   Indicators of or lack of preventative maintenance;
     4.   Like equipment - different return justification;
     5.   Potential use for residual forecasting;
     6.   Contribution to overall observations (aid to notes);
     7.   Later sale recovery - differences from original study;
     8.   Quicker references than notes for value correlation;
     9.   Better item interpretation by outside users of report;
     10.  Aid to value credibility contained within the report;
     11.  In-house training aid;
     12.  Future comparable  interpretation  (when  applied  by reporter of
          actual sales);
     13.  Upward   or   downward   adjustments  in  fine  tuning  the  more
          questionable value application;
     14.  Quicker verbal communication to others having an understanding of
          codes;
     15.  Additional indicator of having completed an on-site inspection;
     16.  Component differences on individual entry (see EXAMPLE at the end
          of this section);
     17.  Support in value controversy within the same concept;
     18.  Better  interpretation  of photographs,  drawings,  or  facsimile
          reproduction not necessarily representative of subject;
     19.  Special considerations more readily understood;
     20.  Indicator of special effort for client appreciation;
     21.  Aids in future revision to other value concepts or updating.

Below are COMMON CONDITION CODES as should be applied for ACTUAL condition:

     N - New and has not been used

     E - Excellent and in like new condition

     VG - VERY GOOD, excellent condition  with  no  requirement for repairs
and usually considered above average, longer time than  average  before any
required maintenance.

                                Page 16


     G - GOOD CONDITION, usually considered average to that which  would be
expected  for  an  item  of  like  age  and utility; would require standard
continued maintenance.

     F - FAIR CONDITION, generally considered  below  average but operable;
could use repairs or improvement; questionable continued or extended use.

     P - POOR CONDITION, may or may not work and in all likelihood requires
maintenance for even the most limited use; needs immediate attention.

     X OR S - SCRAP CONDITION, considered parts only or  less and cannot be
operated for original intended use; 100% depreciated by physical  condition
and/or some form of obsolescence.

NOTE:     Standard condition codes can be variable such as G-F or F-G.  G-F
          would indicate  more good than fair, whereastheh reverse would be
          more  fair than  good.   Variable condition  codes are helpful in
          averaging  in  such  areas  as  tires  in  which  many   variable
          conditions placement apply to the item(s) under appraisement.

Following are codes used for ASSUMED derived condition from observation.

NOTE:     The  codes listed below are commonly referred as bracket codes by
          those  who  use  them.   These  codes are SPECIAL CODES that were
          developed and initiated many years ago  by  the  principal  of MB
          Valuation Services, Inc. and are becoming more widely  used after
          an  article  on  the  use of  "appearance codes"  was  previously
          published  in  the  M&E  Newsletter  of  the American  Society of
          Appraisers.

     [A] = new

     [B] = new or late model appearance, yet obviously used somewhat

     [C] = average condition for age

     [D] = below average but operable

     [E] = below  average;  may or may not work; condition  questionable;
           repairs obviously needed

     [F] = inoperable and undetermined  whether  repairs  will  allow  use;
           usually considered parts and repair doubtful

     [G] = scrap or salvage

     [O] = older - that equipment which would exhibit great difficulty in
           remarketing due  to  age;  not necessarily to be confused with
           obsolescence but rather the appearance of age

                                Page 17


     [S] = special - a specialized  piece  of equipment usually proprietary
           or shop built or having  a very narrow or limited market - could
           be a highly adapted standard piece of equipment

     [Q] = condition questionable

     [L] = late model

In all cases for code applications, there may  be  some variation of a code
in which the appraiser would not wish to use the higher or lower reference.
An example of this could be a machine that the appraiser considered average
[C], although slightly lower than others observed yet  not  so  low  as the
indicator for below average [D].  For this reason, an appraiser would use a
plus (+) or minus (-); in the above example the indicator would possibly be
shown as [C-].

NOTE:     The above codes could be used in combination within a bracket  or
          used several times within a description for component indicators,
          i.e.  [SC+]  indicates a SPECIAL item just SLIGHTLY ABOVE AVERAGE
          in condition;  [SQD] would mean a SPECIAL piece of equipment that
          appears BELOW AVERAGE, but operational, however, the appraiser is
          still QUESTIONING whether the equipment is, in fact, operable. An
          example  of  such  an item would be a watchband link machine that
          was in  storage,  greasy,  and  there  being  no way to ascertain
          whether it was operable when it was placed in storage.

For purposes of clarification,  the following is a hypothetical example for
using some of the various codes referred to above:

EXAMPLE:  FORKLIFT,  CLARK,  MDL.  C500.  YS80,  S/N Y685-0299-921S, W/DUAL
          FRONT  TIRES, OVERHEAD  GUARD,  TRIPLEX  MAST,  PNEU.  TIRES, GAS
          ENGINE, [C]


                                Page 18


                           RESEARCH DATA SOURCES

- --------------------------------------------------------------------------

MB Data Base


The Last Bid - Trucks & Trailers


Truck Blue Book
Various Truck & Trailer Price Guides


                                Page 19