Filed Pursuant to Rule 424(b)(1)
File No. 333-49603

2,817,166 SHARES

DYNAMEX INC. LOGO

COMMON STOCK
($0.01 PAR VALUE)

Of the 2,817,166 shares of Common Stock being offered hereby (the
"Offering"), 2,500,000 shares are being sold by Dynamex Inc. ("Dynamex" or "the
Company") and 317,166 shares are being sold by the Selling Stockholders. See
"Principal and Selling Stockholders." The Company will not receive any proceeds
from the sale of shares by the Selling Stockholders.

The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "DYMX." On May 13, 1998, the last reported sale price for the
Company's Common Stock on the Nasdaq National Market was $13.50 per share. See
"Price Range of Common Stock."

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE COMPANY, SEE "RISK FACTORS" COMMENCING ON PAGE 8.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

- - - ------------------------------------------------------------------------------------------------------------------
UNDERWRITING
DISCOUNTS PROCEEDS TO
AND PROCEEDS TO SELLING
PRICE TO PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDERS
- - - ------------------------------------------------------------------------------------------------------------------

Per Share......................... $12.875 $0.77 $12.105 $12.105
- - - ------------------------------------------------------------------------------------------------------------------
Total(3).......................... $36,271,012 $2,169,218 $30,262,500 $3,839,294
- - - ------------------------------------------------------------------------------------------------------------------

(1) See "Underwriting" for indemnification arrangements.

(2) Before deducting estimated expenses of $400,000 payable by the Company.

(3) The Company has granted to the Underwriters a 30-day option to purchase up
to an additional 422,575 shares of Common Stock, on the same terms and
conditions as set forth above, solely to cover over-allotments, if any. If
this option is exercised in full, the total Price to Public, Underwriting
Discounts and Commissions, Proceeds to Company and Proceeds to Selling
Stockholders will be $41,711,665, $2,494,601, $35,377,770 and $3,839,294,
respectively. See "Underwriting."

The shares of Common Stock offered hereby are being offered by the
Underwriters, subject to prior sale and acceptance by the Underwriters and
subject to the right of the Underwriters to reject any order in whole or in
part. It is expected that the Common Stock will be available for delivery on or
about May 19, 1998 at the offices of Schroder & Co. Inc., New York, New York.

SCHRODER & CO. INC.
WILLIAM BLAIR & COMPANY
HOAK BREEDLOVE WESNESKI & CO.

May 14, 1998
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[INSIDE COVER PAGE OF PROSPECTUS]

[MAP OF THE U.S. AND CANADA INDICATING LOCATIONS OF COMPANY OFFICES]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING AND
MAY BID FOR AND PURCHASE SHARES OF THE COMMON STOCK IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON
NASDAQ IN ACCORDANCE WITH RULE 103 UNDER REGULATION M. SEE "UNDERWRITING."
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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. Unless otherwise indicated, all information herein
assumes no exercise of the Underwriters' over-allotment option. References
herein to the "Company" or "Dynamex" mean Dynamex Inc., a Delaware corporation,
and its subsidiaries unless the context otherwise requires. The pro forma
financial information included in this Prospectus has been prepared to give
effect to the IPO Acquisitions and the Pro Forma Completed Acquisitions (each as
defined herein). See "Pro Forma Financial Information" included elsewhere in
this Prospectus.

THE COMPANY

Through its network of branch offices, the Company provides same-day,
door-to-door delivery services utilizing its ground couriers. For many of its
inter-city deliveries, the Company uses third party air or motor carriers in
conjunction with its ground couriers to provide same-day service. In addition to
traditional on-demand delivery services, the Company offers scheduled
distribution services, which encompass recurring, often daily, point-to-point
deliveries or multiple destination deliveries that often require intermediate
handling, and manages strategic stocking locations from which it makes on-demand
deliveries to meet its customers' just-in-time inventory requirements. The
Company also offers fleet and facilities management services. These services
include designing and managing systems to maximize efficiencies in transporting,
sorting and delivering customers' products on a local and multi-city basis. With
its fleet management service, the Company manages and may provide a fleet of
dedicated vehicles at single or multiple customer sites. The Company's on-demand
delivery capabilities are available to supplement scheduled distribution
arrangements or dedicated fleets as needed. Facilities management services
include the Company's operation and management of a customer's mailroom.

The Company believes that the same-day delivery segment of the
transportation industry is benefitting from several recent trends. For example,
the trend toward outsourcing has resulted in numerous shippers turning to third
party providers for a range of services including same-day delivery, strategic
stocking and management of in-house distribution. Many businesses that outsource
their distribution requirements prefer to purchase such services from one source
that can service multiple cities, thereby decreasing the number of vendors from
which they purchase services. By providing an array of services in numerous
branch offices, Dynamex has benefitted from this outsourcing trend and expects
such trend to continue. Dynamex has also benefitted from the growth of
"just-in-time" inventory practices designed to reduce inventory carrying costs.
Additionally, technological developments such as e-mail and facsimile have
increased the pace of business and other transactions, thereby increasing demand
for the same-day delivery of a wide array of items, ranging from voluminous
documents to critical manufacturing parts and medical devices. Consequently,
Dynamex has experienced increasing demand for the same-day transportation of
items that are not suitable for fax or electronic transmission, but for which
there is an immediate need.

Dynamex believes that the strong operational background of its senior
management is important to building a company with a strong brand identity
throughout the United States and Canada
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while simultaneously overseeing and encouraging individual managers to be
successful in their local markets. Dynamex has grown significantly both
internally and through acquisitions and intends to continue its focus on
internal growth opportunities, including the benefits presented by the
integration of recently acquired businesses, as well as selected acquisitions.
Since the Company's initial public offering in August 1996 (the "IPO"), it has
completed 20 acquisitions and believes it has many opportunities to make further
acquisitions.

Dynamex markets its services through a sales force comprised of national
and local sales representatives. As a same-day transportation provider with a
national network of branch offices in Canada and locations in 21 metropolitan
markets in the United States, Dynamex is positioned to pursue large accounts
whose same-day transportation requirements may encompass multiple city
locations. Historically, local accounts, which often include large companies
with multiple locations, have provided the bulk of the Company's sales. The
Company's sales force will seek to generate additional business from these
accounts in multiple locations. The Company's expansion of its national sales
program and continuing investment in technology to support the Company's
expanding operations, have been undertaken at a time when large companies are
increasing their demand for delivery providers who offer a range of delivery
services at multiple locations.

Substantially all of the Dynamex drivers are owner-operators who provide
their own vehicles, pay all expenses of operating their vehicles and receive a
percentage of the delivery charge as compensation. Management believes that this
creates a higher degree of responsiveness on the part of its drivers as well as
significantly lowering the capital required to operate the business and reducing
the Company's fixed costs. Management believes that its use of owner-operators
is a primary factor in the Company reporting a return on assets (measured as
operating income as a percentage of average assets) of 11.6% over the past two
fiscal years.

BUSINESS STRATEGY

The Company intends to expand its operations in the U.S. and Canada to
capitalize on the demand of local, regional and national businesses for
innovative same-day transportation solutions. The key elements of the Company's
business strategy are as follows:

- Focus on Primary Services: The Company provides three primary services:
(i) same-day on-demand delivery services, (ii) same-day scheduled distribution
services and (iii) outsourcing services such as fleet management and facilities
management. The Company focuses its same-day on-demand delivery business on
transporting non-faxable, time sensitive items throughout metropolitan areas. By
delivering items of greater weight over longer distances and providing value
added on-demand services such as strategic stocking, the Company expects to
raise the yield per delivery relative to the yield that would be generated by
only delivering documents within a central business district. Additionally, the
Company intends to capitalize on the market trend towards outsourcing
transportation requirements by concentrating its logistics services in same-day
scheduled distribution and fleet management. The delivery transactions in a
fleet management, scheduled distribution or strategic stocking program are
recurring in nature, thus creating the potential for long term customer
relationships. Additionally, these value added services are generally less
vulnerable to price competition than traditional on-demand delivery services.

- Target National and Regional Accounts: The Company's sales force focuses
on pursuing and maintaining national and regional accounts. The Company
anticipates that its (i) existing multi-city network of locations combined with
new locations to be acquired, (ii) ability to offer value added services such as
strategic stocking and fleet management to complement its basic same-day
delivery services and (iii) experienced, operations oriented management team and
sales force will create further opportunities with many of its existing
customers and attract new national and regional accounts.

- Create Strategic Alliances: By forming alliances with strategic partners
that offer services that compliment those of the Company, the Company and its
partners can jointly market their services,
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thereby accessing one another's customer base and providing such customers with
a broader range of value added services. For example, the Company has formed an
alliance with Purolator Courier Ltd. ("Purolator"), the largest Canadian
overnight courier company, whereby on an exclusive basis the Company and
Purolator provide each other with certain delivery services and market each
other's delivery services to their respective customers. See "Business -- Sales
and Marketing."

- Pursue Acquisitions: The Company believes that the highly fragmented
nature of the delivery and logistics industry creates significant opportunities
for same-day delivery and logistics companies with national marketing and
operations. The Company will continue to seek to acquire high quality same-day
delivery businesses in new markets as well as in markets in which it has already
established a presence. Management expects that acquisitions in existing markets
will provide access to an acquired company's customer base while creating
operating efficiencies within these markets. Management believes that its
operating and acquisition experience and the Company's ability to offer cash or
Common Stock as purchase consideration are important advantages in pursuing
acquisition candidates. The Company plans to augment the services offered by the
companies it acquires with value added services such as fleet management and
strategic stocking and to integrate the acquired businesses into the Company's
operations.

The principal executive offices of the Company are located at 1431 Greenway
Drive, Suite 345, Irving, Texas 75038 and its telephone number is (972)
756-8180.

THE OFFERING

Common Stock offered by:
The Company.............................. 2,500,000 shares
The Selling Stockholders................. 317,166 shares(1)
---------
Total............................ 2,817,166 shares
=========
Common Stock to be outstanding after the
Offering................................. 9,999,583(2)
Use of Proceeds to the Company............. To reduce outstanding indebtedness. See "Use of
Proceeds."
Nasdaq National Market Symbol.............. DYMX

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

(1) See "Principal and Selling Stockholders."

(2) Excludes 571,384 additional shares of Common Stock reserved for issuance
under the Company's Stock Option Plan, of which (i) 166,384 shares of Common
Stock are issuable upon exercise of options outstanding at a weighted
average exercise price of $3.72 per share, (ii) 257,000 shares of Common
Stock are issuable upon exercise of stock options outstanding at an exercise
price $8.00 per share, (iii) 10,000 shares of Common Stock are issuable upon
exercise of options outstanding at an exercise price of $7.25 per share, and
(iv) 138,000 shares of Common Stock are issuable upon exercise of options
outstanding at an exercise price of $10.375 per share. Of the 571,384
additional shares of Common Stock reserved for issuance under the Company's
Stock Option Plan, 181,907 are immediately exercisable and 389,477 become
exercisable over a period ranging from July 1998 through October 2002.

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SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

SIX MONTHS ENDED
FISCAL YEAR ENDED JULY 31, JANUARY 31,
---------------------------------------- ----------------------------
PRO PRO
FORMA(1) FORMA(1)
1995 1996 1997 1997 1997 1998 1998
------- ------- -------- -------- ------- ------- --------

STATEMENT OF OPERATIONS DATA:
Sales..................................... $21,032 $71,812 $131,867 $193,288 $56,846 $95,262 $100,153
Gross profit.............................. 6,696 21,794 44,674 65,847 18,747 31,125 33,130
Operating income (loss)................... (1,219) 2,707 7,813 11,465 2,666 5,381 5,756
Interest expense.......................... 403 1,655 1,481 3,986 508 1,899 2,143
Income (loss) before taxes(2)............. (1,622) 1,052 6,332 7,479 2,158 3,482 3,613
Income taxes.............................. 3 176 2,485 2,941 861 1,475 1,526
Net income (loss)(2)...................... $(1,625) $ 876 $ 3,847 $ 4,538 $ 1,297 $ 2,007 $ 2,087
======= ======= ======== ======== ======= ======= ========
Net income (loss) per common share(2)(3)
-- basic................................ $ (1.90) $ 0.34 $ 0.58 $ 0.61 $ 0.20 $ 0.27 $ 0.28
======= ======= ======== ======== ======= ======= ========
-- assuming dilution.................... $ (1.90) $ 0.23 $ 0.56 $ 0.60 $ 0.20 $ 0.27 $ 0.28
======= ======= ======== ======== ======= ======= ========
Weighted average shares:
Common shares outstanding............... 855 2,543 6,670 7,412 6,223 7,387 7,412
Adjusted common shares.................. 855 3,732 6,839 7,581 6,443 7,558 7,582
OTHER DATA:
Earnings (loss) before interest, taxes,
depreciation and amortization(4)........ $ (529) $ 4,249 $ 11,356 $17,352 $ 4,183 $ 8,238 $ 8,726
Operating Ratio(5)........................ 105.8% 96.2% 94.1% 94.1% 95.3% 94.4% 94.3%
EBITDA Margin(6).......................... (2.5%) 5.9% 8.6% 9.0% 7.4% 8.6% 8.7%
Return on Assets(7)....................... -- 10.4% 12.7% 13.3% 11.0% 10.8% 10.4%

AS OF JANUARY 31, 1998
--------------------------
ACTUAL AS ADJUSTED(8)
-------- --------------

BALANCE SHEET DATA:
Working capital............................................. $ 18,828 $ 18,828
Total assets................................................ 110,819 110,819
Long-term debt, excluding current portion................... 54,794 24,932
Stockholders' equity........................................ 42,788 72,650

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

(2) Before extraordinary loss of $335 in the fiscal year ended July 31, 1997 and
the six months ended January 31, 1997.

(3) See Notes 1 and 14 of Notes to Consolidated Financial Statements.

(4) EBITDA is defined as income excluding interest, taxes, depreciation and
amortization of goodwill and other intangible assets (as presented on the
face of the income statement). EBITDA is supplementally presented because
management believes that it is a widely accepted financial indicator of a
company's ability to service and/or incur indebtedness, maintain current
operating levels of fixed assets and acquire additional operations and
businesses. EBITDA should not be considered as a substitute for the
statement of operations or cash flow data from the Company's financial
statements, which have been prepared in accordance with generally accepted
accounting principles. Cash flows provided by (used in) operating activities
for the three years ending July 31, 1997 and for the six months ended
January 31, 1997 and 1998 were ($951), $2,372, $4,473, $2,846 and $(514),
respectively. Cash flows used in investing activities for the three years
ended July 31, 1997 and for the six months ended January 31, 1997 and 1998
were $7,995, $13,192, $31,896, $14,888 and $20,820, respectively. Cash flows
provided by financing activities for the three years ended July 31, 1997 and
for the six months

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ended January 31, 1997 and 1998 were $8,587, $11,208, $27,855, $12,747 and
$21,491, respectively.

(5) Operating Ratio is defined as the sum of cost of sales and all operating
costs expressed as a percentage of revenues.

(6) EBITDA Margin is defined as EBITDA expressed as a percentage of revenues.

(7) Return on Assets is defined as operating income for the respective period
expressed as a percentage of average total assets over such period. Return
on Assets for the fiscal year ended July 31, 1995 was negative due to
operating losses in such period. Return on Assets for the six months ended
January 31, 1997 and 1998 (actual and as adjusted) has been annualized.

(8) Adjusted to reflect the sale by the Company of 2,500,000 shares of Common
Stock in the Offering at the offering price of $12.875 per share and the
application of the net proceeds therefrom as set forth under "Use of
Proceeds."

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RISK FACTORS

Prospective investors should carefully review the following risk factors
together with the other information in this Prospectus in evaluating the Company
and its business prior to purchasing the Common Stock offered by this
Prospectus. Statements and information presented within this Prospectus contain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
forward-looking statements can be identified by the use of predictive,
future-tense or forward-looking terminology, such as "believes," "anticipates,"
"expects," "estimates," "may," "will" or similar terms. Forward-looking
statements also include projections of financial performance, statements
regarding management's plans and objectives and statements concerning any
assumptions relating to the foregoing. Certain important factors which may cause
actual results to vary materially from these forward-looking statements are set
forth in the following risk factors and elsewhere in this Prospectus. All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified by these
factors.

ACQUISITION STRATEGY; POSSIBLE NEED FOR ADDITIONAL FINANCING

In order to expand its network of facilities, the Company plans to acquire
local delivery businesses in new geographic regions as well as in the
metropolitan areas in which the Company currently operates. Due to ongoing
consolidation within the same-day delivery and logistics industry, there is
significant competition in acquiring such businesses. There can be no assurance
that the Company will be able to acquire or profitably manage additional
companies or successfully integrate such additional companies into the Company's
existing operations. In addition, there can be no assurance that businesses
acquired in the future either will be beneficial to the successful
implementation of the Company's overall strategy or will ultimately produce
returns that justify the investment therein, or that the Company will be
successful in achieving meaningful economies of scale through the acquisition
thereof. See "Business -- Business Strategy" and "-- Recent Acquisitions."

The Company's acquisition strategy may require the Company to incur
additional debt in the future, may result in potentially dilutive issuances of
securities and may result in increased goodwill, intangible assets and
amortization expense. Additionally, the Company must obtain the consent of its
primary lenders to consummate any acquisition for which the purchase price
exceeds $6.0 million and for any acquisition consummated in any rolling twelve
month period commencing after August 1997 in which the aggregate acquisition
consideration paid during such period exceeds $10.0 million. The Company has
completed eight acquisitions subsequent to August 1997 for an aggregate purchase
price of approximately $33.3 million in cash and the issuance of 114,078 shares
of Common Stock. Consequently, any acquisition completed prior to October 1998
will require the primary lenders' consent. There can be no assurance that the
Company's primary lenders will consent to such acquisitions or that if
additional financing is necessary, it can be obtained on terms the Company deems
acceptable. As a result, the Company might be unable to implement successfully
its acquisition strategy. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

LIMITED COMBINED OPERATING HISTORY

Recent acquisitions have greatly expanded the size and scope of the
operations of the Company. The process of integrating acquired businesses often
involves unforeseen difficulties and may require a disproportionate amount of
the Company's financial and other resources, including management time. There
can be no assurance that the Company will be able to profitably manage recently
acquired companies or successfully integrate their operations into the Company.

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HIGHLY COMPETITIVE INDUSTRY

The market for same-day delivery and logistics services has been and is
expected to remain highly competitive. Competition is often intense,
particularly for basic delivery services. The industry is characterized by high
fragmentation and low barriers to entry and there is a recent trend toward
consolidation. Other companies in the industry compete with the Company not only
for provision of services but also for acquisition candidates and qualified
drivers. Some of these companies have longer operating histories and greater
financial and other resources than the Company. Additionally, companies that do
not currently operate delivery and logistics businesses may enter the industry
in the future to capitalize on the consolidation trend. See
"Business -- Competition."

CLAIMS EXPOSURE

As of March 31, 1998, the Company utilized the services of approximately
5,000 drivers and messengers. From time to time such persons are involved in
accidents or other activities that may give rise to liability claims. The
Company currently carries liability insurance with a per claim and an aggregate
limit of $15.0 million. Owner-operators are required to maintain liability
insurance of at least the minimum amounts required by applicable state or
provincial law (generally such minimum requirements range from $35,000 to
$75,000). The Company also has insurance policies covering property and
fiduciary trust liability, which coverage includes all drivers and messengers.
There can be no assurance that claims against the Company, whether under the
liability insurance or the surety bonds, will not exceed the applicable amount
of coverage, that the Company's insurer will be solvent at the time of
settlement of an insured claim, or that the Company will be able to obtain
insurance at acceptable levels and costs in the future. If the Company were to
experience a material increase in the frequency or severity of accidents,
liability claims, workers' compensation claims or unfavorable resolutions of
claims, the Company's business, financial condition and results of operations
could be materially adversely affected. In addition, significant increases in
insurance costs could reduce the Company's profitability.

CERTAIN TAX MATTERS RELATED TO DRIVERS

Substantially all of the Company's drivers own their own vehicles and as of
March 31, 1998, approximately 82% of these owner-operators were independent
contractors as opposed to employees of the Company. The Company does not pay or
withhold any federal, state or provincial employment tax with respect to or on
behalf of independent contractors. From time to time, taxing authorities in the
U.S. and Canada have sought to assert that independent owner-operators in the
transportation industry, including those utilized by the Company, are employees,
rather than independent contractors. The Company believes that the independent
owner-operators utilized by the Company are not employees under existing
interpretations of federal (U.S. and Canadian), state and provincial laws.
However, there can be no assurance that federal (U.S. and Canadian), state or
provincial authorities will not challenge this position, or that other laws or
regulations, including tax laws, or interpretations thereof, will not change.
If, as a result of any of the foregoing, the Company is required to pay
withholding taxes and pay for and administer added employee benefits to these
drivers, the Company's operating costs would increase. Additionally, if the
Company is required to pay back-up withholding with respect to amounts
previously paid to such drivers, it may also be required to pay penalties or be
subject to other liabilities as a result of incorrect classification of such
drivers. If the drivers are deemed to be employees rather than independent
contractors, then the Company may be required to increase their compensation
since they will no longer be receiving commission-based compensation. Any of the
foregoing circumstances could have a material adverse impact on the Company's
financial condition and results of operations, and/or to restate financial
information from prior periods. See "Business -- Services" and "-- Employees."

In addition to the drivers that are independent contractors, certain of the
Company's drivers are employed by the Company and own and operate their own
vehicles during the course of their
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employment. The Company reimburses these employees for all or a portion of the
operating costs of those vehicles. The Company believes that these reimbursement
arrangements do not represent additional compensation to those employees.
However, there can be no assurance that federal (U.S. and Canadian), state or
provincial taxing authorities will not seek to recharacterize some or all of
such payments as additional compensation. If such amounts were so
recharacterized, the Company would have to pay additional employment related
taxes on such amounts, and may also be required to pay penalties, which could
have an adverse impact on the Company's financial condition and results of
operations, and/or to restate financial information from prior periods. See
"Business -- Services" and "-- Employees."

FOREIGN EXCHANGE

A significant portion of the Company's operations are conducted in Canada.
Exchange rate fluctuations between the U.S. and Canadian dollar result in
fluctuations in the amounts relating to the Canadian operations reported in the
Company's consolidated financial statements. The conversion rate between the
U.S. dollar and the Canadian dollar has declined significantly during the first
six months of fiscal year ending July 31, 1998 as compared to the same period in
fiscal year ended July 31, 1997. As the Canadian dollar is the functional
currency for the Company's Canadian operations, this decline has had a negative
effect on the Company's reported revenues for such period. The Company
historically has not entered into hedging transactions with respect to its
foreign currency exposure, but may do so in the future. There can be no
assurance that fluctuations in foreign currency exchange rates will not have a
material adverse effect on the Company's business, financial condition or
results of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Note 9 of Notes to Consolidated
Financial Statements.

PERMITS AND LICENSING

Although recent legislation has significantly deregulated certain aspects
of the transportation industry, the Company's delivery operations are still
subject to various federal (U.S. and Canadian), state, provincial and local
laws, ordinances and regulations that in many instances require certificates,
permits and licenses. Failure by the Company to maintain required certificates,
permits or licenses, or to comply with applicable laws, ordinances or
regulations could result in substantial fines or possible revocation of the
Company's authority to conduct certain of its operations. Furthermore, delays in
obtaining approvals for the transfer or grant of certificates, permits or
licenses, or failure to obtain such approvals, could impede the implementation
of the Company's acquisition program. See "Business -- Regulation."

DEPENDENCE ON KEY PERSONNEL

The Company's success is largely dependent on the skills, experience and
performance of certain key members of its management, including Richard K.
McClelland, the Company's Chairman of the Board, President and Chief Executive
Officer. The loss of the services of any of these key employees could have a
material adverse effect on the Company's business, financial condition and
results of operations. The Company has entered into an employment contract with
Mr. McClelland. See "Management -- Employment Agreement." The Company's future
success and plans for growth also depend on its ability to attract, train and
retain skilled personnel in all areas of its business. There is strong
competition for skilled personnel in the same-day delivery and logistics
businesses. See "Management."

RISKS ASSOCIATED WITH THE LOCAL DELIVERY INDUSTRY; GENERAL ECONOMIC CONDITIONS

The Company's revenues and earnings are especially sensitive to events that
affect the delivery services industry, including extreme weather conditions,
economic factors affecting the Company's significant customers and shortages of
or disputes with labor, any of which could result in the
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Company's inability to service its clients effectively or the inability of the
Company to profitably manage its operations. In addition, demand for the
Company's services may be negatively impacted by downturns in the level of
general economic activity and employment in the U.S. or Canada.

Technological advances in the nature of facsimile and electronic mail have
affected the market for on-demand document delivery services. Although the
Company has shifted its focus to the distribution of non-faxable items and
logistics services, there can be no assurance that these or other technologies
will not have a material adverse effect on the Company's business, financial
condition and results of operations in the future.

DEPENDENCE ON AVAILABILITY OF QUALIFIED COURIER PERSONNEL

The Company is dependent upon its ability to attract, train and retain, as
employees or through independent contractor or other arrangements, qualified
courier personnel who possess the skills and experience necessary to meet the
needs of its operations. The Company competes in markets in which unemployment
is relatively low and the competition for couriers and other employees is
intense. The Company must continually evaluate, train and upgrade its pool of
available couriers to keep pace with demands for delivery services. There can be
no assurance that qualified courier personnel will continue to be available in
sufficient numbers and on terms acceptable to the Company. The inability to
attract and retain qualified courier personnel would have a material adverse
impact on the Company's business, financial condition and results of operations.

SHARES ELIGIBLE FOR FUTURE SALE; POSSIBLE ADVERSE EFFECT ON FUTURE MARKET PRICES

Upon completion of the Offering, the Company will have outstanding
9,999,583 shares of Common Stock, an aggregate of approximately 4,500,000 of
which were issued by the Company in private offerings that were not registered
under the Securities Act. The Company, and the Company's executive officers and
directors and the Selling Stockholders who after the Offering will beneficially
own in the aggregate approximately 1,750,000 shares of Common Stock, have agreed
not to offer, sell, contract to sell or otherwise dispose of any shares of
Common Stock or any securities exercisable for or convertible into Common Stock
for a period of 120 days after the date of this Prospectus without the prior
written consent of Schroder & Co. Inc. The unregistered shares also include an
aggregate of approximately 1,300,000 shares of Common Stock issued to certain
owners or affiliates of delivery businesses acquired by the Company in the IPO
Acquisitions and the Pro-Forma Completed Acquisitions. As of March 31, 1998,
approximately 900,000 of these shares remain eligible for public resale in
compliance with Rule 144 under the Securities Act or pursuant to and in the
manner described in a currently effective registration statement filed by the
Company on Form S-3, as the case may be (although approximately 130,000 of such
shares will be subject to the executive officer lockup agreement described
above). The Company may issue additional shares of Common Stock as consideration
for future acquisitions and may register such shares for resale in the manner
described above. Further, an aggregate of 571,384 additional shares of Common
Stock are issuable upon exercise of outstanding options, 181,907 of which are
immediately exercisable (subject to the 120 day lockup period for executive
officers, directors and Selling Stockholders discussed above as applicable), and
389,477 of which vest over a period ranging from July 1998 through October 2002.

No predictions can be made as to the effect, if any, that market sales of
such shares will have on the market price of shares of Common Stock prevailing
from time to time. However, sales of substantial amounts of Common Stock in the
open market or the availability of such shares for sale following the Offering
could adversely affect the market price for the Common Stock. See "Description
of Capital Stock" and "Principal and Selling Stockholders."

11
12

VOLATILITY OF STOCK PRICE

The Company's Common Stock began trading on the Nasdaq National Market on
August 13, 1996. Prices for the Common Stock will be determined in the
marketplace and may be influenced by many factors, including the depth and
liquidity of the market for the Common Stock, investor perception of the Company
and general economic and market conditions. Variations in the Company's
operating results, general trends in the industry and other factors could cause
the market price of the Common Stock to fluctuate significantly. In addition,
general trends and developments in the industry, government regulation and other
factors could have a significant impact on the price of the Common Stock. The
stock market has, on occasion, experienced extreme price and volume fluctuations
that have often particularly affected market prices for smaller companies and
that often have been unrelated or disproportionate to the operating performance
of the affected companies, and the price of the Common Stock could be affected
by such fluctuations.

ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Restated Certificate of Incorporation
(the "Restated Certificate of Incorporation"), the Company's Bylaws (the
"Bylaws") and the Rights Agreement between Dynamex Inc. and Harris Trust and
Savings Bank (the "Rights Agreement") may delay, defer, discourage or prevent a
merger, proxy contest, tender offer or takeover attempt that a stockholder might
consider to be in such stockholder's best interest, including attempts that
might result in a premium over the market price for the shares held by
stockholders.

The Bylaws provide that the number of directors shall be as fixed, from
time to time, by resolution of the Board of Directors of the Company. Neither
the Bylaws nor the Restated Certificate of Incorporation permit stockholders to
call special meetings or to take actions by written consent in lieu of a
meeting, unless such action and the taking of such action by written consent
have been approved in advance by the Board of Directors. The Restated
Certificate of Incorporation provides that the Board of Directors may amend the
Bylaws, subject to the rights of the stockholders to amend such Bylaws. An
amendment to the provision of the Restated Certificate of Incorporation which
prohibits action by stockholders by written consent in lieu of a meeting
requires the affirmative vote of two-thirds of the Company's capital stock then
outstanding. Pursuant to the Restated Certificate of Incorporation, additional
shares of Common Stock may be issued in the future without further stockholder
approval. Furthermore, the Restated Certificate of Incorporation permits the
Board of Directors to establish by resolution one or more series of preferred
stock ("Preferred Stock") and to establish the powers, designations, preferences
and relative, participating, optional or other special rights of each series of
Preferred Stock. The Preferred Stock could be issued on terms that are
unfavorable to the holders of Common Stock or that could make a takeover or
change in control of the Company more difficult.

In June 1996, the Board of Directors of the Company approved the Rights
Agreement which is designed to protect stockholders should the Company become a
target of coercive and unfair takeover tactics but may discourage takeover
attempts that are not approved by the Board of Directors. The preferred stock
purchase rights (the "Rights") granted pursuant to the Rights Agreement could
cause substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on redemption of the Rights or on
substantially all of the Rights also being acquired. In addition, the Company is
subject to Section 203 of the Delaware General Corporation Law, which places
restrictions on certain business combinations with certain stockholders of the
Company that could render more difficult a change in control of the Company. See
"Description of Capital Stock."

NO DIVIDENDS

The Company has not declared or paid any cash dividends on its Common Stock
since its inception. The Company currently intends to retain all earnings for
the operation and expansion of

12
13

its business and does not anticipate paying any dividends in the foreseeable
future. In addition, the Company's revolving credit facility (the "Credit
Facility") restricts the payment of dividends. See "Dividend Policy" and Note 6
of Notes to Consolidated Financial Statements.

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of 2,500,000
shares of Common Stock in the Offering are estimated to be approximately $29.9
million, after deducting the underwriting discounts and estimated offering
expenses. The Company will not receive any proceeds from the sale of 317,166
shares of Common Stock by the Selling Stockholders in the Offering.

The Company will apply all of the net proceeds of the Offering to reduce
its outstanding bank indebtedness, which totaled $59.7 million at March 31,
1998. The Company's bank indebtedness was incurred under the Credit Facility
which currently provides for total borrowings of up to $115 million and bears
interest at a variable rate (7.75% per annum as of March 31, 1998) based on
prime or certain rate elections based on LIBOR plus an applicable margin.
Amounts outstanding under the Credit Facility are due May 31, 2001. Borrowings
under the Credit Facility have been used principally for acquisitions and
general corporate purposes. See Note 6 of Notes to Consolidated Financial
Statements.

PRICE RANGE OF COMMON STOCK

On August 13, 1996, the Company's Common Stock was admitted for trading on
the Nasdaq National Market under the symbol "DYMX." The following table sets
forth, for the periods indicated, the high and low closing sale prices per share
of Common Stock, as reported by the Nasdaq National Market on and after August
13, 1996.

HIGH LOW
------- ------

FISCAL 1997
First Quarter (from August 13, 1996)........................ $11.750 8.000
Second Quarter.............................................. 11.625 8.375
Third Quarter............................................... 13.125 5.750
Fourth Quarter.............................................. 8.875 5.750
FISCAL 1998
First Quarter............................................... 11.000 6.500
Second Quarter.............................................. 11.625 9.375
Third Quarter............................................... 13.625 10.813
Fourth Quarter (through May 13, 1998)....................... 13,500 12.313

The last reported closing sale price for the Common Stock on the Nasdaq
National Market on May 13, 1998 was $13.50 per share. As of May 13, 1998, there
were approximately 100 record owners of the Company's Common Stock.

DIVIDEND POLICY

The Company has not declared or paid any cash dividends on its Common Stock
since its inception. The Company currently intends to retain all earnings for
the operation and expansion of its business and does not anticipate paying any
dividends in the foreseeable future. In addition, the Credit Facility restricts
the payment of dividends. See Note 6 to Notes to Consolidated Financial
Statements.

13
14

CAPITALIZATION

The following table sets forth the consolidated short-term debt and
capitalization of the Company as of January 31, 1998 and as adjusted to reflect
the sale by the Company of 2,500,000 shares of Common Stock offered hereby at
the offering price of $12.875 per share and the application of the net proceeds
therefrom as described under "Use of Proceeds." This table should be read in
conjunction with the Company's consolidated financial statements and notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" appearing elsewhere in this Prospectus.

JANUARY 31, 1998
----------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS)

Current portion of long-term debt........................... $ 525 $ 525
======= =======
Long-term debt and capital leases, excluding current
maturities................................................ $54,794 $24,932
------- -------
Stockholders' equity:
Preferred Stock, $0.01 par value 10,000,000 shares
authorized, no shares issued........................... -- --
Common Stock, $0.01 par value, 50,000,000 shares
authorized; 7,411,623 shares issued and outstanding,
9,959,623 shares issued and outstanding as
adjusted(1)............................................ 74 100
Additional paid-in capital................................ 41,646 71,686
Note receivable from officer(2)........................... -- (204)
Retained earnings......................................... 2,257 2,257
Unrealized foreign currency translation adjustment........ (1,189) (1,189)
------- -------
Total stockholders' equity........................ 42,788 72,650
------- -------
Total capitalization.............................. $97,582 $97,582
======= =======

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

(1) Excludes 571,384 shares of Common Stock reserved for issuance under the
Company's Stock Option Plan, of which (i) 166,384 shares of Common Stock are
issuable upon exercise of options outstanding at a weighted average exercise
price of $3.72 per share, (ii) 257,000 shares of Common Stock are issuable
upon exercise of options outstanding at an exercise price $8.00 per share,
(iii) 10,000 shares of Common Stock are issuable upon exercise of options
outstanding at an exercise price of $7.25 per share, and (iv) 138,000 shares
of Common Stock are issuable upon exercise of options outstanding at an
exercise price of $10.375 per share. Of the 571,384 additional shares of
Common Stock reserved for issuance under the Company's Stock Option Plan,
181,907 are immediately exercisable and 389,477 become exercisable over a
period ranging from July 1998 through October 2002.

(2) Represents loan in connection with the exercise of stock options. See
"Certain Transactions."

14
15

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

The following selected historical consolidated financial data for the three
years ended July 31, 1997 have been derived from the audited consolidated
financial statements of the Company appearing elsewhere herein. The following
selected historical consolidated financial data for the two years ended July 31,
1994 have been derived from the audited consolidated financial statements of the
Company not included herein. The following selected historical consolidated
financial data for the six months ended January 31, 1997 and 1998, have been
derived from the Company's unaudited consolidated financial statements appearing
elsewhere herein. The unaudited consolidated financial statements, in the
opinion of management, include all adjustments, consisting of normal recurring
accruals, which the Company considers necessary for a fair presentation of the
results of operations for that period. Operating results for the six months
ended January 31, 1998 are not necessarily indicative of the results that may be
expected for the entire fiscal year ended July 31, 1998. The following selected
pro forma financial data for the fiscal year ended July 31, 1997 and for the six
months ended January 31, 1998 have been derived from the unaudited pro forma
financial information appearing elsewhere herein. The selected financial data
are qualified in their entirety, and should be read in conjunction with, the
Company's financial statements, including the notes thereto appearing elsewhere
herein, "Pro Forma Financial Information" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

SIX MONTHS ENDED
FISCAL YEAR ENDED JULY 31, JANUARY 31,
---------------------------------------------------------- ----------------------------
PRO PRO
FORMA FORMA
1993 1994 1995 1996 1997 1997(1) 1997 1998 1998(1)
------ ------- ------- ------- -------- -------- ------- ------- --------

STATEMENT OF OPERATIONS DATA:
Sales.......................... $ 728 $ 7,023 $21,032 $71,812 $131,867 $193,288 $56,846 $95,262 $100,153
Cost of sales.................. 419 5,212 14,336 50,018 87,193 127,441 38,099 64,137 67,023
------ ------- ------- ------- -------- -------- ------- ------- --------
Gross profit.................. 309 1,811 6,696 21,794 44,674 65,847 18,747 31,125 33,130
Selling, general and
administrative expenses....... 752 2,449 7,225 17,545 33,318 48,495 14,564 22,887 24,404
Depreciation and
amortization.................. 54 322 690 1,542 3,543 5,887 1,517 2,857 2,970
------ ------- ------- ------- -------- -------- ------- ------- --------
Operating income (loss)....... (497) (960) (1,219) 2,707 7,813 11,465 2,666 5,381 5,756
Interest expense............... 25 157 403 1,655 1,481 3,986 508 1,899 2,143
------ ------- ------- ------- -------- -------- ------- ------- --------
Income (loss) before taxes.... (508) (1,067) (1,622) 1,052 6,332 7,479 2,158 3,482 3,613
Income taxes................... -- -- 3 176 2,485 2,941 861 1,475 1,526
------ ------- ------- ------- -------- -------- ------- ------- --------
Income before extraordinary
item........................ $ (508) $(1,067) $(1,625) $ 876 $ 3,847 $ 4,538 $ 1,297 $ 2,007 $ 2,087
====== ======= ======= ======= ======== ======== ======= ======= ========
Net income (loss) per common
share before extraordinary
item(2)(3)
-- basic...................... $(1.29) $ (2.02) $ (1.90) $ 0.34 $ 0.58 $ 0.61 $ 0.20 $ 0.27 $ 0.28
====== ======= ======= ======= ======== ======== ======= ======= ========
-- assuming dilution.......... $(1.29) $ (2.02) $ (1.90) $ 0.23 $ 0.56 $ 0.60 $ 0.20 $ 0.27 $ 0.28
====== ======= ======= ======= ======== ======== ======= ======= ========
Common shares outstanding...... 393 528 855 2,543 6,670 7,412 6,223 7,387 7,412
Adjusted common shares......... 393 528 855 3,732 6,839 7,581 6,443 7,558 7,582
OTHER DATA:
Earnings (loss) before
interest, taxes, depreciation
and amortization(4).......... $ (429) $ (638) $ (529) $ 4,249 $ 11,356 $ 17,352 $ 4,183 $ 8,238 $ 8,726
Operating Ratio(5)............. 168.2% 113.7% 105.8% 96.2% 94.1% 94.1% 95.3% 94.4% 94.3%
EBITDA Margin(6)............... (58.9)% (9.1)% (2.5)% 5.9% 8.6% 9.0% 7.4% 8.6% 8.7%
Return on Assets(7)............ -- -- -- 10.4% 12.7% 13.3% 11.0% 10.8% 10.4%

AS OF JULY 31, AS OF JANUARY 31, 1998
--------------------------------------------- -------------------------
1993 1994 1995 1996 1997 ACTUAL AS ADJUSTED(8)
------ ------ ------- ------- ------- -------- --------------

BALANCE SHEET DATA:
Working capital..................................... $ 36 $ 638 $ 1,484 $ 4,086 $11,428 $ 18,828 $ 18,828
Total assets........................................ 1,286 8,134 17,194 34,999 88,151 110,819 110,819
Long-term debt, excluding current maturities........ 1,037 1,999 5,924 20,036 32,388 54,794 24,932
Stockholders' equity (deficit)...................... (106) 3,389 4,650 6,158 41,100 42,788 72,650

15
16

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

(1) The pro forma income statement data for the fiscal year ended July 31, 1997
gives effect to the IPO, the IPO Acquisitions and the Pro Forma Completed
Acquisitions as if the IPO and such acquisitions had occurred at the
beginning of such period. The pro forma income statement data for the six
months ended January 31, 1998 gives effect to the Pro Forma Completed
Acquisitions that occurred during this period as if such acquisitions had
occurred at the beginning of such period. Such pro forma data are presented
for illustrative purposes only and do not purport to represent what the
Company's results actually would have been if such acquisitions had occurred
on the dates indicated, nor do such data purport to project results of
operations for any future periods. See "Pro Forma Financial Information."

(2) Before extraordinary loss of $335 in the fiscal year ended July 31, 1997 and
the six months ended January 31, 1997.

(3) See Notes 1 and 14 of the Notes to Consolidated Financial Statements.

(5) Operating Ratio is defined as the total cost of sales and all operating
costs as a percentage of revenues.

(6) EBITDA Margin is defined as EBITDA expressed as a percentage of revenues.

(7) Return on Assets is defined as operating income for the respective period
expressed as a percentage of average total assets over such period. Return
on Assets for periods prior to the fiscal year ended July 31, 1996 was
negative due to operating losses in such periods. Return on Assets for the
six months ended January 31, 1997 and 1998 (actual and as adjusted) has been
annualized.

16
17

PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma consolidated condensed financial
information consists of the unaudited Pro Forma Consolidated Condensed
Statements of Operations for the fiscal year ended July 31, 1997 and the six
months ended January 31, 1998 (collectively, the "Pro Forma Statements"). On
August 16, 1996, using a portion of the proceeds from the IPO, the Company
purchased five same-day delivery businesses in three U.S. and two Canadian
cities (collectively, the "IPO Acquisitions"). Subsequent to the IPO and through
January 31, 1998, the Company purchased 14 additional same-day delivery
businesses in nine U.S. and two Canadian cities (the "Pro Forma Completed
Acquisitions"). Acquisitions consummated by the Company subsequent to January
31, 1998 (the "Recent Acquisitions") have not been included in these Pro Forma
Statements because their aggregate effect on such statements is not material.
See "Business -- Recent Acquisitions."

Each of these acquisitions has been accounted for using the purchase method
of accounting and therefore is included in the Company's historical results of
operations from the date such acquisition was consummated. The Pro Forma
Statements for the fiscal year ended July 31, 1997 give effect to the IPO, the
IPO Acquisitions and the Pro Forma Completed Acquisitions as if the IPO and such
acquisitions had occurred at the beginning of such period. The Pro Forma
Statements for the six months ended January 31, 1998 give effect to the Pro
Forma Completed Acquisitions that occurred during this period as if such
acquisitions had occurred at the beginning of such period.

The two largest Pro Forma Completed Acquisitions, in terms of purchase
price paid and revenues acquired, were the Company's acquisition of Road Runner
Transportation, Inc. ("Road Runner") on May 16, 1997 and New York Document
Exchange Corporation and certain related entities (collectively, the "Nydex
Companies") on October 1, 1997. Audited financial statements for Road Runner for
the nine months ended February 28, 1997 (the "Road Runner Financials") and for
the Nydex Companies for the fiscal year ended May 31, 1997 (the "Nydex
Financials") were prepared in connection with the consummation of these two
acquisitions and appear elsewhere herein. The Pro Forma Statements for the
fiscal year ended July 31, 1997 include the nine-month period reflected in the
Road Runner Financials which are presented under a separate column. Adjustments
have been made to the Road Runner Financials to exclude Road Runner's results of
operations for the two-month period ended July 31, 1996 and to include Road
Runner's results of operations for the period commencing on February 28, 1997
and ending on May 15, 1997 (the day prior to the Company's acquisition of Road
Runner). These adjustments, which are presented under a separate column
captioned "Pro Forma Adjustments," have been made so that Road Runner's results
of operations may be presented for the same 12-month period that is presented
for the Company. No pro forma adjustments were required to be made to Road
Runner's results of operations presented in the Pro Forma Statements for the
six-months ended January 31, 1998 because the acquisition of Road Runner was
completed prior to the beginning of that period.

The Pro Forma Statements for the fiscal year ended July 31, 1997 also
include a full 12 months of operations of the Nydex Companies consisting of the
Nydex Financials which are included under a separate column. Although the period
presented does not reflect the operations of the Nydex Companies for the 12
consecutive months ended July 31, 1997, management believes that the results
presented are comparable to the results achieved by the Nydex Companies during
that period. The Pro Forma Statements for the six months ended January 31, 1998
include a full six months of operations of the Nydex Companies consisting of (i)
the two-month period ended September 30, 1997 which are included under a
separate column and (ii) the four-month period following the Company's
acquisition of the Nydex Companies (October 1, 1997 through January 31, 1998)
during which period the Nydex Companies' operations were included in the
Company's historical results.

The operating results of the IPO Acquisitions and Pro Forma Completed
Acquisitions other than Road Runner and the Nydex Companies for the periods not
included in the Company's historical results of operations are presented
collectively under the columns headed "Other Acquisitions."

17
18

Unaudited pro forma adjustments are based upon historical information,
preliminary estimates and certain assumptions regarding the ongoing operations
of the acquired businesses. In the opinion of management, all adjustments
necessary to present fairly the Pro Forma Financial Statements have been made.

The pro forma data included in these Pro Forma Statements are presented for
illustrative purposes only and do not purport to represent what the Company's
results actually would have been if such acquisitions had occurred on the dates
indicated, nor do such data purport to project results of operations for any
future periods. The Pro Forma Statements should be read in conjunction with the
historical audited financial statements and notes thereto of the Company, Road
Runner and the Nydex Companies appearing elsewhere in this Prospectus.

18
19

DYNAMEX INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FISCAL YEAR ENDED JULY 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

THE
THE THE NYDEX COMPANY
COMPANY ROAD RUNNER COMPANIES PRO FORMA
FISCAL NINE MONTHS FISCAL FISCAL
YEAR ENDED ENDED YEAR ENDED YEAR ENDED
JULY 31, FEBRUARY 28, MAY 31, OTHER PRO FORMA JULY 31,
1997 1997 1997 ACQUISITIONS ADJUSTMENTS 1997
---------- ------------ ---------- ------------ ----------- ----------

Sales............................. $131,867 $17,058 $21,835 $20,851 $ 755(a) $193,288
(625)(b)
1,547(c)
Cost of sales..................... 87,193 9,613 16,657 13,523 460(a) 127,441
-------- ------- ------- ------- --------
(832)(b)
827(c)
--------
Gross profit...................... 44,674 7,445 5,178 7,328 1,222 65,847
Selling, general and
administrative expenses......... 33,318 6,312 4,541 6,014 236(a) 48,495
398(c)
(2,324)(d)
Depreciation and amortization..... 3,543 752 52 -- 1,540(e) 5,887
-------- ------- ------- ------- -------- --------
Operating income.................. 7,813 381 585 1,314 1,372 11,465
Interest expense.................. 1,481 144 46 81 2,234(f) 3,986
Other (income) expense............ -- 137 1,500 -- (1,637)(d) --
-------- ------- ------- ------- -------- --------
Income before taxes............... 6,332 100 (961) 1,233 775 7,479
Income taxes...................... 2,485 -- 114 -- 342(g) 2,941
-------- ------- ------- ------- -------- --------
Net income before extraordinary
item............................ 3,847 100 (1,075) 1,233 433 4,538
Extraordinary loss on early
retirement of debt (net of
income tax benefit of $222)..... (335) -- -- -- 335(h) --
-------- ------- ------- ------- -------- --------
Net income........................ $ 3,512 $ 100 $(1,075) $ 1,233 $ 768 $ 4,538
======== ======= ======= ======= ======== ========
Earnings per common share --
basic:
Income before extraordinary
item.......................... $ 0.58 $ 0.61
Extraordinary loss.............. (0.05) --
-------- --------
Net income...................... $ 0.53 $ 0.61
======== ========
Earnings per common share --
assuming dilution:
Income before extraordinary
item.......................... $ 0.56 $ 0.60
Extraordinary loss.............. (0.05) --
-------- --------
Net income...................... $ 0.51 $ 0.60
======== ========
Weighted average shares:
Common shares outstanding....... 6,670 7,412
Adjusted common shares --
assuming exercise of stock
options....................... 6,839 7,581

The accompanying Notes to Unaudited Pro Forma Consolidated Condensed
Financial Statements are an integral part of these statements.

19
20

DYNAMEX INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JANUARY 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)

THE
THE THE NYDEX COMPANY
COMPANY COMPANIES PRO FORMA
SIX TWO SIX
MONTHS MONTHS MONTHS
ENDED ENDED ENDED
JANUARY 31, SEPTEMBER 30, OTHER PRO FORMA JANUARY 31,
1998 1997 ACQUISITIONS ADJUSTMENTS 1998
----------- ------------- ------------ ----------- -----------

Sales............................................ $95,262 $3,646 $1,245 $ -- $100,153
Cost of sales.................................... 64,137 2,167 719 -- 67,023
------- ------ ------ ----- --------
Gross profit..................................... 31,125 1,479 526 -- 33,130
Selling, general and administrative expenses..... 22,887 2,013 403 (899)(d) 24,404
Depreciation and amortization.................... 2,857 -- -- 113(e) 2,970
------- ------ ------ ----- --------
Operating income (loss).......................... 5,381 (534) 123 786 5,756
Interest expense................................. 1,899 -- -- 244(f) 2,143
------- ------ ------ ----- --------
Income before taxes.............................. 3,482 (534) 123 542 3,613
Income taxes..................................... 1,475 -- -- 51(g) 1,526
------- ------ ------ ----- --------
Net income (loss)................................ $ 2,007 $ (534) $ 123 $ 491 $ 2,087
======= ====== ====== ===== ========
Net income per common share
-- basic....................................... $ 0.27 $ 0.28
======= ========
-- assuming dilution........................... $ 0.27 $ 0.28
======= ========
Weighted average shares:
Common shares outstanding...................... 7,387 7,412
Adjusted common shares -- assuming exercise of
stock options................................ 7,558 7,582

The accompanying Notes to Unaudited Pro Forma Consolidated Condensed
Financial Statements are an integral part of these statements.

20
21

DYNAMEX INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS

Adjustments to the Unaudited Pro Forma Consolidated Condensed Statements of
Operations:

(a) To add the results of operations of the businesses acquired in the
IPO Acquisitions for the period from August 1, 1996 through August 15,
1996.

(b) To eliminate the effect of certain historical business operations
of the acquired companies which were not acquired by the Company.

(c) To adjust, as set forth below, the operating results of Road
Runner for the audited nine months ended February 28, 1997 to (i) include
the results of operations for the period beginning March 1, 1997 and ending
May 15, 1997 (the day immediately preceding the Company's acquisition of
Road Runner) and (ii) eliminate the results of operations for the two
months ended July 31, 1996.

INCLUDE: ELIMINATE:
TWO-MONTH, TWO-MONTH
15 DAY PERIOD PERIOD NET
ENDED ENDED PRO FORMA
MAY 15, 1997 JULY 31, 1996 ADJUSTMENT
------------- ------------- ----------

Sales............................... $5,125 $(3,578) $1,547
Cost of sales....................... 2,589 (1,762) 827
Selling, general and administrative
expenses.......................... 1,889 (1,491) 398

(d) To eliminate costs and expenses for certain items, primarily owner
compensation, not related to ongoing operations of the acquired companies.

(e) To adjust depreciation and amortization to reflect the effect of
allocations of purchase price.

(f) To adjust interest expense to reflect additional borrowings
related to the IPO Acquisitions and the Pro Forma Completed Acquisitions.

(g) To adjust provision for income taxes.

(h) To eliminate extraordinary loss resulting from early retirement of
debentures with proceeds from the IPO.

21
22

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information
contained in the Company's consolidated financial statements, including the
notes thereto, and the other financial information appearing elsewhere in this
Prospectus. Statements regarding future economic performance, management's plans
and objectives, and any statements concerning its assumptions related to the
foregoing contained in Management's Discussion and Analysis of Financial
Condition and Results of Operations constitute forward-looking statements.
Certain factors which may cause actual results to vary materially from these
forward-looking statements accompany such statements or appear elsewhere in this
report, including without limitation, the factors disclosed under "Risk
Factors."

GENERAL

In May 1995, the Company acquired Dynamex Express, the ground courier
operations of Air Canada ("Dynamex Express"), which was led by Richard K.
McClelland, the Company's Chief Executive Officer, and which had a national
network of 20 locations across Canada. In December 1995, the Company acquired
the on-demand ground courier operations of Mayne Nickless Incorporated and Mayne
Nickless Canada Inc. (together, "Mayne Nickless") which had operations in eight
U.S. cities and two Canadian cities. In August 1996, the Company completed the
IPO Acquisitions and thereby acquired five same-day delivery businesses in three
U.S. and two Canadian cities. Subsequent to the IPO and through January 31,
1998, the Company completed the Pro Forma Completed Acquisitions and thereby
acquired an additional 14 same-day delivery businesses in nine U.S. and two
Canadian cities. Subsequent to January 31, 1998, the Company consummated the
Recent Acquisitions, and thereby acquired six same-day delivery businesses in
five U.S. cities and one Canadian city. The IPO Acquisitions, the Pro Forma
Completed Acquisitions and the Recent Acquisitions are referred to collectively
herein as the "Acquisitions." See "Business -- Recent Acquisitions." Each of
these acquisitions has been accounted for using the purchase method of
accounting. Accordingly, the Company's historical results of operations reflect
the results of acquired operations from the date of acquisition. As a result of
these various acquisitions, the historical operating results of the Company for
the periods presented are not necessarily comparable.

Sales consist primarily of charges to customers for individual delivery
services and weekly or monthly charges for recurring services, such as fleet
management. Sales are recognized when the service is performed. The yield
(revenue per transaction) for a particular service is dependent upon a number of
factors including size and weight of articles transported, distance transported,
special handling requirements, requested delivery time and local market
conditions. Generally, articles of greater weight transported over longer
distances and those that require special handling produce higher yields.

Cost of sales consists of costs relating directly to performance of
services, including driver and messenger costs and third party delivery charges,
if any. Substantially all of the drivers used by the Company own their own
vehicles, and approximately 82% of these owner-operators are independent
contractors as opposed to employees of the Company. Drivers and messengers are
generally compensated based on a percentage of the delivery charge.
Consequently, the Company's driver and messenger costs are variable in nature.
To the extent that the drivers and messengers are employees of the Company,
employee benefit costs related to them, such as payroll taxes and insurance, are
also included in cost of sales.

Selling, general and administrative expenses include costs incurred at the
branch level related to taking orders and dispatching drivers and messengers, as
well as administrative costs related to such functions. Also included in
selling, general and administrative expenses are regional and corporate level
marketing and administrative costs and occupancy costs related to branch and
corporate locations.

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Generally, the Company's on-demand services provide higher gross profit
margins than do scheduled distribution or fleet management services because
driver compensation for on-demand services is generally lower as a percentage of
sales from such services. However, scheduled distribution and fleet management
services generally have fewer administrative requirements related to order
taking, dispatching drivers and billing. As a result of these variances, the
Company's margins are dependent in part on the mix of business for a particular
period.

As the Company has no significant investment in transportation equipment,
depreciation and amortization expense relates to depreciation of office,
communication and computer equipment and the amortization of intangible assets
acquired in the Company's various acquisitions, each of which has been accounted
for using the purchase method of accounting. The Company expects to continue to
make acquisitions and anticipates that such acquisitions will be accounted for
using the purchase method of accounting. As a consequence, it is likely that in
the future the Company will incur additional expense from amortization of
acquired intangible assets, including goodwill.

A significant portion of the Company's revenues are generated in Canada.
For the fiscal years ended July 31, 1995, 1996 and 1997, for the six months
ended January 31, 1998, and on a pro forma basis for fiscal year ended July 31,
1997, approximately 71.8%, 72.8%, 52.1%, 39.3%, and 36.8%, respectively, of the
Company's revenues were generated in Canada. The decrease in the proportion of
revenues generated in Canada is attributable to the high proportion of U.S.
businesses acquired in the Acquisitions. Before deduction of corporate costs,
the majority of which are incurred in the U.S., the cost structure of the
Company's operations in the U.S. and in Canada is very similar. Consequently,
when expressed as a percentage of U.S. or Canadian sales, as appropriate, the
operating profit generated in each such country (before deduction of corporate
costs) is not materially different.

The conversion rate between the U.S. dollar and Canadian dollar has
declined significantly during the first six months of the fiscal year ending
July 31, 1998 as compared to the first six months of the fiscal year ended July
31, 1997. As the Canadian dollar is the functional currency for the Company's
Canadian operations, this decline has had a negative effect on the Company's
reported revenues. The effect of this decline on the Company's net income for
the six months ended January 31, 1998 has not been material, although there can
be no assurance that fluctuations in such currency exchange rate will not in the
future have material adverse effect on the Company's business, financial
condition or results of operations.

RESULTS OF OPERATIONS

The following table sets forth for the periods indicated certain items from
the Company's consolidated statement of operations, expressed as a percentage of
sales:

SIX MONTHS ENDED
FISCAL YEAR ENDED JULY 31, JANUARY 31,
-------------------------- ----------------
1995 1996 1997 1997 1998
------ ------ ------ ------ ------

Sales........................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales................... 68.2 69.7 66.1 67.0 67.3
------ ------ ------ ------ ------
Gross profit.................. 31.8 30.3 33.9 33.0 32.7
Selling, general and
administrative expenses....... 34.3 24.4 25.3 25.6 24.0
Depreciation and amortization... 3.3 2.1 2.7 2.7 3.0
------ ------ ------ ------ ------
Operating income.............. (5.8) 3.8 5.9 4.7 5.7
Interest expense................ 1.9 2.3 1.1 0.9 2.0
------ ------ ------ ------ ------
Income (loss) before taxes
........................... (7.7%) 1.5% 4.8% 3.8% 3.7%
====== ====== ====== ====== ======

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Six Months Ended January 31, 1998 Compared to Six Months Ended January 31,
1997

Sales for the six months ended January 31, 1998 increased $38.4 million, or
67.6%, to $95.3 million from $56.8 million for the six months ended January 31,
1997 primarily due to the Pro Forma Completed Acquisitions, as well as increased
sales from the Company's existing operations. Due to a decline in the conversion
rate between the U.S. dollar and the Canadian dollar, the Company's reported
sales for the six months ended January 31, 1998 were approximately $1.4 million
less than would have been reported for such period had the conversion rate been
the same as in the six months ended January 31, 1997.

Cost of sales for the six months ended January 31, 1998 increased $26.0
million, or 68.3%, to $64.1 million from $38.1 million for the six months ended
January 31, 1997, primarily due to the Pro Forma Completed Acquisitions. As a
percentage of sales, such costs increased to 67.3% from 67.0%. This increase
reflects the generally lower gross profit associated with certain services,
specifically outsourcing or fleet management services and scheduled distribution
services. Due in part to the Company's acquisition of the Nydex Companies in
October 1997, these lower gross margin services comprised an increased
proportion of the Company's business in the six months ended January 31, 1998
relative to the six months ended January 31, 1997.

Selling, general and administrative expenses for the six months ended
January 31, 1998 increased $8.3 million, or 57.1%, to $22.9 million from $14.6
million for the six months ended January 31, 1997, primarily reflecting the
expenses of the acquired operations and increased spending for marketing,
technology and administrative support. As a percentage of sales, selling,
general and administrative expenses decreased to 24.0% from 25.6% which reflects
the spreading of certain fixed costs over a larger revenue base, as well as the
generally lower administrative costs required for outsourcing and scheduled
distribution services.

Depreciation and amortization for the six months ended January 31, 1998
increased $1.3 million, or 88.3%, to $2.9 million from $1.5 million in the six
months ended January 31, 1997 and, as a percentage of sales, to 3.0% from 2.7%.
These increases primarily resulted from depreciation and amortization of assets
acquired in the Pro Forma Completed Acquisitions.

Interest expense for the six months ended January 31, 1998 increased $1.4
million, or 273.8%, to $1.9 million from $508,000 for the six months ended
January 31, 1997 primarily as a result of the additional borrowings required to
finance the Pro Forma Completed Acquisitions.

Fiscal Year Ended July 31, 1997 Compared to Fiscal Year Ended July 31, 1996

The fiscal year ended July 31, 1997 includes the results of the operations
acquired from Mayne Nickless for the entire period as compared to the fiscal
year ended July 31, 1996 which includes such results only from December 29,
1995, the date of the Mayne Nickless acquisition. The results of the IPO
Acquisitions are included from August 16, 1996, the date such acquisitions were
completed. The operating results related to each of the Pro Forma Completed
Acquisitions are included from the date each such acquisition was completed. See
"Business -- Recent Acquisitions."

Sales for the fiscal year ended July 31, 1997 increased $60.1 million, or
83.6%, to $131.9 million from $71.8 million for the fiscal year ended July 31,
1996. This increase resulted from the full year effect of the Mayne Nickless
operations, the IPO Acquisitions and the effect of the Pro Forma Completed
Acquisitions that were completed prior to fiscal year end as well as increased
sales from existing operations. The increase in sales from existing operations
was in spite of a decline of approximately $1.6 million in sales from certain
unprofitable business in Western Canada and Arizona which was terminated at the
Company's election during the fiscal year ended July 31, 1996.

Cost of sales for the fiscal year ended July 31, 1997 increased $37.2
million, or 74.3%, to $87.2 million from $50.0 million for the fiscal year ended
July 31, 1996. This increase was a direct result of the increased sales in
fiscal 1997 as discussed above. As a percent of sales, such costs
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decreased to 66.1% for the fiscal year ended July 31, 1997 as compared to 69.7%
for the previous year. This decline and the corresponding increase in gross
profit margin resulted from a higher proportion of on-demand services (which
have a higher gross profit margin) provided by the businesses acquired. In
addition, the termination of certain unprofitable business as discussed above
resulted in a higher overall gross profit.

Selling, general and administrative expenses for the fiscal year ended July
31, 1997 increased $15.8 million, or 89.9%, to $33.3 million from $17.5 million
for the fiscal year ended July 31, 1996. As a percent of sales, such costs
increased to 25.3% for the fiscal year ended July 31, 1997 from 24.4% for the
fiscal year ended July 31, 1996. The increase in absolute costs related
primarily to the acquired operations (including the increased on-demand services
provided thereby), as well as corporate general and administrative costs related
to the Company's new status as a public company.

Depreciation and amortization expense for the fiscal year ended July 31,
1997 increased $2.0 million, or 129.8%, to $3.5 million from $1.5 million for
the fiscal year ended July 31, 1996. This increase related to the depreciation
of fixed assets and the amortization of intangible assets, including goodwill,
associated with the Mayne Nickless operations, the IPO Acquisitions and the Pro
Forma Completed Acquisitions that were completed prior to the fiscal year end.

Interest expense for the fiscal year ended July 31, 1997 decreased
$174,000, or 10.5%, to $1.5 million from $1.7 million for the fiscal year ended
July 31, 1996. The decrease resulted primarily from lower average borrowings
and, to a lesser extent, lower average interest rates during the fiscal year
ended July 31, 1997. In August 1996, the Company retired approximately $13.6
million of outstanding debt with from the proceeds of its IPO. During the fiscal
year ended July 31, 1997, the Company borrowed additional amounts under the
Credit Facility to fund the cash portion of the purchase price of certain of the
Pro Forma Completed Acquisitions.

Fiscal Year Ended July 31, 1996 Compared to Fiscal Year Ended July 31, 1995

The fiscal year ended July 31, 1996 includes the results of Dynamex
Express, which was acquired by the Company on May 31, 1995, for the entire
period. In addition, the fiscal year ended July 31, 1996 includes the results
from the operations acquired from Mayne Nickless from December 29, 1995 (the
acquisition date) through July 31, 1996.

Sales for the fiscal year ended July 31, 1996 increased $50.8 million, or
241.4%, to $71.8 million from $21.0 million for the fiscal year ended July 31,
1995. Approximately $37.4 million of this increase was attributable to the
acquired operations of Dynamex Express and approximately $14.6 million was
attributable to the acquired operations of Mayne Nickless. Sales attributable to
the previously existing operations of the Company declined by approximately $1.2
million from the fiscal year ended July 31, 1995 to the fiscal year ended July
31, 1996 primarily due to a decline in sales in Arizona that was partially
offset by increases in sales in Western Canada. In January and February 1996,
severe winter storms in the Eastern United States resulted in a general
disruption of commerce and therefore a decline in sales for the Company's
operations in those areas.

Cost of sales for the fiscal year ended July 31, 1996 increased $35.7
million, or 248.9%, to $50.0 million from $14.3 million for the fiscal year
ended July 31, 1995. Cost of sales for the fiscal year ended July 31, 1996
included approximately $27.2 million attributable to the operations of Dynamex
Express and approximately $9.3 million attributable to the operations of Mayne
Nickless. This increase was partially offset by a decrease in the cost of sales
from the existing operations of the Company. The Company's gross profit margin
declined to 30.3% in the fiscal year ended July 31, 1996 from 31.8% in the
fiscal year ended July 31, 1995. The decrease was primarily caused by two
factors: (i) the higher proportion of lower margin scheduled distribution and
fleet management business arising from the inclusion of Dynamex Express
operations in fiscal year ended July 31, 1996 (which decrease was partially
offset by the additional higher margin on-demand business arising from the
inclusion of Mayne Nickless operations during seven months of such period) and
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26

(ii) the decline in gross margin attributable to the Company's operations in
Western Canada and Arizona due to competitive pressures and certain unprofitable
business. To a lesser extent, the increased cost of providing service during the
winter storms which occurred during the fiscal year ended July 31, 1996 also had
a negative impact on the Company's gross profit margin during such period.

Selling, general and administrative expenses for the fiscal year ended July
31, 1996 increased $10.3 million, or 142.8%, to $17.5 million from $7.2 million
for the fiscal year ended July 31, 1995, primarily because (i) the 1996 period
included a full year of costs related to Dynamex Express operations and, to a
lesser extent, costs related to Mayne Nickless operations which were included
for seven months of such period, and (ii) the Company continued to invest in and
to incur significant costs related to its national and regional marketing
program. As a percentage of sales, selling, general and administrative expenses
for the fiscal year ended July 31, 1996 decreased to 24.4% from 34.3% for the
fiscal year ended July 31, 1995. This decrease resulted from a larger revenue
base which enabled the Company to spread such fixed costs over more sales, and
the absence of certain revisions to accounting estimates made in the 1995 period
relating to uncollectible accounts, accrued insurance costs and other accrued
liabilities.

Depreciation and amortization expense for the fiscal year ended July 31,
1996 increased $852,000, or 123.5%, to $1.5 million from $690,000 for the fiscal
year ended July 31, 1995. Of this increase, approximately $461,000 related to
depreciation and amortization of assets related to Dynamex Express and
approximately $389,000 related to depreciation and amortization of assets
related to Mayne Nickless.

Interest expense for the fiscal year ended July 31, 1996 increased $1.3
million, or 310.7%, to $1.7 million from $403,000 for the fiscal year ended July
31, 1995. Increased debt of approximately $4.7 million incurred in connection
with the acquisition of Dynamex Express created approximately $471,000 of this
increase while additional debt of approximately $12.3 million incurred in
connection with the acquisition of Mayne Nickless resulted in increased interest
expense of approximately $869,000. These increases were partially offset by
lower average balances of other debt and reduced interest rates on certain debt
refinanced at the time of the Mayne Nickless acquisition.

LIQUIDITY AND CAPITAL RESOURCES

The Company's capital needs arise primarily from its acquisition program
and, to a lesser extent, its capital expenditures and working capital needs.
During the fiscal year ended July 31, 1997, the Company completed 16
Acquisitions for aggregate consideration of approximately $42.6 million
(excluding assumed liabilities of approximately $4.8 million). Of this aggregate
consideration, approximately $10.6 million was paid by the issuance of 1,264,045
shares of the Company's Common Stock to the sellers of the acquired businesses,
approximately $700,000 was paid with promissory notes issued by the Company to
the sellers and approximately $31.3 million was paid in cash. In August 1996,
the Company completed its IPO and received net proceeds of approximately $21.4
million. Of these proceeds, $7.0 million was utilized to pay the cash portion of
the consideration for the IPO Acquisitions and the balance of $14.4 million was
used to retire outstanding debt. The balance of the cash consideration paid for
the acquisitions completed during the fiscal year ended July 31, 1997 was
provided by cash flow from operations and proceeds from the Credit Facility.

During the six months ended January 31, 1998, the Company completed three
Acquisitions for aggregate consideration of approximately $19.6 million,
consisting of approximately $19.0 million in cash and the issuance of 74,118
shares of Common Stock. From February 1 through May 4, 1998, the Company
completed six additional Acquisitions for aggregate consideration of
approximately $15.4 million, consisting of approximately $14.9 million in cash
and the issuance of 39,960 shares of Common Stock. The cash portion of the
consideration for the Acquisitions consummated after July 31, 1997 was provided
by borrowings under the Credit Facility.

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27

In addition, in connection with certain Acquisitions, the Company agreed to
pay the sellers additional consideration if the acquired operations meet certain
performance goals related to their earnings before interest, taxes, depreciation
and amortization, as adjusted for certain factors. The maximum amount of
additional consideration payable, if all performance goals are met, is
approximately $20.7 million, of which $19.8 million is payable in cash and
$900,000 is payable in shares of the Company's Common Stock (valued at the time
such stock is to be issued). These payments of additional consideration are to
be made on specified dates through October 2000, and generally commence at the
end of the twelve-month period following the completion of the relevant
Acquisition. Management intends to fund the cash portion of this additional
consideration with internally generated cash flow and, to the extent necessary,
with borrowings under the Credit Facility.

As part of its ongoing acquisition program, the Company regularly evaluates
and holds preliminary discussions with potential acquisition candidates. The
Company is currently a party to two non-binding letters of intent for the
acquisition of two same-day courier businesses. See "Business -- Recent
Acquisitions."

During the fiscal year ended July 31, 1997 and the six months ended January
31, 1998, the Company spent approximately $565,000 and $1.9 million,
respectively, on capital expenditures, which expenditures related primarily to
improvements in facilities and technology to support the Company's expanding
operations. Management presently expects the amount of capital expenditures for
the fiscal years ending July 31, 1998 and 1999 to approximate $3.0 million for
each year, subject to increases as its operations continue to expand, and that
such amount will remain relatively minor compared to the capital requirements of
the Company's acquisition program. The Company does not have significant capital
expenditure requirements to replace or expand the number of vehicles used in its
operations because substantially all of its drivers are owner-operators who
provide their own vehicles. The Company's expansion of its national marketing
program consists primarily of increased hiring and salary expenditures related
to the Company's Vice President of Marketing and additional product specialists.
These marketing expenditures have not, nor does management expect that in the
future they will have, a significant impact on the Company's liquidity. See
"Business -- Sales and Marketing."

The Company's cash flow provided by operations for the fiscal year ended
July 31, 1997 was approximately $4.5 million and, consequently, increases in
working capital during such period were completely financed by internally
generated cash flow. The Company's cash flow used in operations for the six
months ended January 31, 1998 was approximately $514,000, reflecting working
capital demands which exceeded internally generated cash flow.

In August 1997, the Company amended the Credit Facility to provide for
total borrowings of up to $75.0 million, of which $59.7 million was outstanding
as of March 31, 1998. Interest under the facility is payable quarterly at the
prime rate, or certain other interest rate elections based on LIBOR plus an
applicable margin ranging from 1.25% to 2.00%. The applicable margin can vary
from quarter to quarter based on the ratio of the Company's funded debt to cash
flow, each as defined in the Credit Facility. At March 31, 1998, the weighted
average interest rate for all outstanding borrowings was approximately 7.75%.
See Note 6 of Notes to Consolidated Financial Statements.

On May 4, 1998, the Company entered into a further amendment of the Credit
Facility which (i) provides for total borrowings of up to $115.0 million, (ii)
extends the maturity date from August 31, 2000 to May 31, 2001 and (iii)
increases the purchase price thresholds above which the Company must obtain the
primary lenders' consent to consummate acquisitions. This amendment will become
effective upon the completion of this Offering.

The Company has entered into interest rate protection arrangements on a
portion of the borrowings under the Credit Facility. The interest rate on $15.0
million of outstanding debt has been fixed at 6.26%, plus the applicable margin,
and a collar of between 5.50% and 6.50%, plus the applicable margin, has been
placed on $9.0 million of outstanding debt. These hedging arrangements mature on
August 31, 2000. Amounts outstanding under the Credit Facility are secured by
all
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of the Company's U.S. assets and 65% of the stock of its Canadian subsidiary.
The Credit Facility also contains restrictions on the payment of dividends,
incurring additional debt, capital expenditures and investments by the Company
as well as requiring the Company to maintain certain financial ratios.
Generally, the Company must obtain the lenders' consent to consummate any
acquisition. See Note 6 of Notes to Consolidated Financial Statements and "Risk
Factors -- Acquisition Strategy; Possible Need for Additional Financing."

For the fiscal year ended July 31, 1997, the Company's EBITDA increased to
approximately $11.4 million from approximately $4.2 million for the fiscal year
ended July 31, 1996. For the six months ended January 31, 1998, the Company's
EBITDA increased to approximately $8.2 million from approximately $4.2 million
for the six months ended January 31, 1997. Management has included EBITDA in its
discussion herein as a measure of liquidity because it believes that it is a
widely accepted financial indicator of a company's ability to service and/or
incur indebtedness, maintain current operating levels of fixed assets and
acquire additional operations and businesses. EBITDA should not be considered as
a substitute for statement of operations or cash flow data from the Company's
financial statements, which have been prepared in accordance with generally
accepted accounting principles. In addition, the Company's working capital as of
July 31, 1997 increased to approximately $11.4 million from approximately $4.1
million as of July 31, 1996 and the Company's working capital as of January 31,
1998 increased to approximately $18.8 million. These increases in liquidity are
due in part to the increased level of operations arising from acquired
businesses and internal sales growth, as well as from improved profitability in
the Company's existing operations.

Management expects that its capital requirements, other than in connection
with acquisitions, will be met from internally generated cash flow. Management
expects to continue to meet the capital requirements of its acquisition program
from the following sources: (i) internally generated cash flow, (ii) proceeds
from borrowings under the Credit Facility and (iii) the issuance of its Common
Stock to the sellers of acquired businesses. However, the portion of future
acquisition costs which will be funded with Common Stock is dependent upon the
sellers' willingness to accept the stock as partial consideration and the
Company's willingness to issue such stock based on the market price of the
stock.

The extent to which these existing sources of capital will be adequate to
fund the Company's acquisition program is dependent upon the number of
economically and strategically attractive acquisitions available to the Company,
the size of the acquisitions and the amount of internally generated cash flow.
Should these factors be such that currently available capital resources are
inadequate, the Company may seek additional sources of capital. Such sources
could include additional bank borrowings or the issuance of debt or equity
securities. Should these additional sources of capital not be available or be
available only on terms which the Company does not find attractive, the Company
may be forced to reduce its acquisition activity. This in turn could negatively
affect the Company's ability to implement its business strategy in the manner,
or in the time frame, anticipated by management.

YEAR 2000 COMPLIANCE

Currently, there is significant uncertainty among software users regarding
the impact of the year 2000 on installed software. Other than the Company's
proprietary software system that is currently used in its Minneapolis/St. Paul
operations, the Company uses software that has been licensed from third-party
vendors. The Company is in the process of determining the extent to which its
licensed and proprietary software is year 2000 compliant and the cost of
obtaining such compliance. The Company does not believe that the cost of
addressing the year 2000 issue or the effects of any year 2000 non-compliance in
any proprietary or licensed software will result in any material adverse impact
on the Company's business or financial condition.

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INFLATION

The Company does not believe that inflation has had a material effect on
the Company's results of operations nor does it believe it will do so in the
foreseeable future.

ACCOUNTING PRONOUNCEMENTS

New accounting standard -- In February 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 128,
("SFAS No. 128"), "Earnings Per Share" which requires presentation of basic and
diluted earnings per share. Basic earnings per share is computed by dividing
income available to common shareholders by the weighted average number of common
shares outstanding for the reporting period. Diluted earnings per share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock. As required,
the Company adopted the provisions of SFAS No. 128 in the quarter ended January
31, 1998. All prior period weighted average and per share information has been
restated in accordance with SFAS No. 128. Outstanding stock options issued by
the Company represent the only dilutive effect reflected in diluted weighted
average shares.

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30

BUSINESS

GENERAL

Dynamex is a leading provider of same-day delivery and logistics services
in the United States and Canada. From its base as the largest nationwide
same-day transportation company in Canada, over the last three years Dynamex has
established a presence in 21 metropolitan markets in the United States and has
continued to expand its system in Canada. Through its network of branch offices,
the Company provides same-day, door-to-door delivery services utilizing its
ground couriers. For many of its inter-city deliveries, the Company uses third
party air or motor carriers in conjunction with its ground couriers to provide
same-day service. In addition to traditional on-demand delivery services, the
Company offers scheduled distribution services, which encompass recurring, often
daily, point-to-point deliveries or multiple destination deliveries that often
require intermediate handling, and manages strategic stocking locations from
which it makes on-demand deliveries to meet its customers' just-in-time
inventory requirements. The Company also offers fleet and facilities management
services. These services include designing and managing systems to maximize
efficiencies in transporting, sorting and delivering customers' products on a
local and multi-city basis. With its fleet management service, the Company
manages and may provide a fleet of dedicated vehicles at single or multiple
customer sites. The Company's on-demand delivery capabilities are available to
supplement scheduled distribution arrangements or dedicated fleets as needed.
Facilities management services include the Company's operation and management of
a customer's mailroom.

The Company was organized under the laws of Delaware in 1992 as Parcelway
Systems Holding Corp. In May 1995, the Company acquired Dynamex Express and, in
July 1995, the Company changed its name to Dynamex Inc. At the time of its
acquisition by the Company, Dynamex Express had developed a national network of
20 locations across Canada and offered an array of services on a national,
multi-city and local basis. In December 1995, the Company acquired the on-demand
ground courier operations of Mayne Nickless which had operations in eight U.S.
cities and two Canadian cities. In August 1996, the Company consummated the IPO
Acquisitions, thereby acquiring five same-day delivery businesses in three U.S.
and two Canadian cities. Subsequent to the IPO and through January 31, 1998 the
Company consummated the Pro Forma Completed Acquisitions, thereby acquiring 14
additional same-day delivery businesses in nine U.S. and two Canadian cities.
Subsequent to January 31, 1998, the Company completed the Recent Acquisitions,
thereby acquiring six additional same-day delivery businesses in five U.S.
cities and one Canadian city. See "-- Recent Acquisitions."

INDUSTRY OVERVIEW

The delivery and logistics industry is large, highly fragmented and
growing. The industry is composed primarily of same-day, next-day and second-day
service providers. The Company primarily services the same-day, intra-city
delivery market. The same-day delivery and logistics industry in the U.S. and
Canada primarily consists of several thousand small, independent businesses
serving local markets and a small number of multi-location regional or national
operators. The Company believes that the same-day delivery and logistics
industry offers substantial consolidation opportunities as a result of industry
fragmentation and that there are significant operating benefits to large scale
service providers. Relative to smaller operators in the industry, the Company
believes that national operators such as the Company benefit from several
competitive advantages including: national brand identity, professional
management, the ability to service national accounts and centralized
administrative and management information systems. These factors have
contributed to a recent trend toward consolidation in the industry.

Management believes that the same-day delivery segment of the
transportation industry is benefitting from several recent trends. For example,
the trend toward outsourcing has resulted in numerous shippers turning to third
party providers for a range of services including same-day
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delivery, strategic stocking and management of in-house distribution. Many
businesses that outsource their distribution requirements prefer to purchase
such services from one source that can service multiple cities, thereby
decreasing the number of vendors from which they purchase services.
Additionally, the growth of "just-in-time" inventory practices designed to
reduce inventory carrying costs has increased the demand for the same-day
delivery of such inventory from strategic stocking locations. Technological
developments such as e-mail and facsimile have increased the pace of business
and other transactions, thereby increasing demand for the same-day delivery of a
wide array of items, ranging from voluminous documents to critical manufacturing
parts and medical devices. Consequently, there has been increased demand for the
same-day transportation of items that are not suitable for fax or electronic
transmission, but for which there is an immediate need.

BUSINESS STRATEGY

- Focus on Primary Services: The Company provides three primary services:
(i) same-day on-demand delivery services, (ii) same-day scheduled
distribution services and (iii) outsourcing services such as fleet
management and facilities management. The Company focuses its same-day
on-demand delivery business on transporting non-faxable, time sensitive
items throughout metropolitan areas. By delivering items of greater
weight over longer distances and providing value added on-demand services
such as strategic stocking, the Company expects to raise the yield per
delivery relative to the yield that would be generated by only delivering
documents within a central business district. Additionally, the Company
intends to capitalize on the market trend towards outsourcing
transportation requirements by concentrating its logistics services in
same-day scheduled distribution and fleet management. The delivery
transactions in a fleet management, scheduled distribution or strategic
stocking program are recurring in nature, thus creating the potential for
long term customer relationships. Additionally, these value added
services are generally less vulnerable to price competition than
traditional on-demand delivery services.

- Target National and Regional Accounts: The Company's sales force focuses
on pursuing and maintaining national and regional accounts. The Company
anticipates that its (i) existing multi-city network of locations
combined with new locations to be acquired, (ii) ability to offer value
added services such as strategic stocking and fleet management to
complement its basic same-day delivery services and (iii) experienced,
operations oriented management team and sales force will create further
opportunities with many of its existing customers and attract new
national and regional accounts.

- Create Strategic Alliances: By forming alliances with strategic partners
that offer services that compliment those of the Company, the Company and
its partner can jointly market their services, thereby accessing one
another's customer base and providing such customers with a broader range
of value added services. For example, the Company has formed an alliance
with Purolator, the largest Canadian overnight courier company, whereby
on an exclusive basis the Company and Purolator provide each other with
certain delivery services and market each other's delivery services to
their respective customers. See "Sales and Marketing."

- Pursue Acquisitions: The Company believes that the highly fragmented
nature of the delivery and logistics industry creates significant
opportunities for same-day delivery and logistics companies with national
marketing and operations. Having substantially completed its Canadian
network, the Company will focus its acquisition program on further
penetrating the U.S. market. The Company will seek to acquire high
quality same-day delivery businesses in new markets as well as in markets
in which it has already established a presence.

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Management expects that acquisitions in existing markets will provide
access to an acquired company's customer base while creating operating
efficiencies within these markets. Management believes that its operating
and acquisition experience and the Company's ability to offer cash or
Common Stock as purchase consideration and are important advantages in
pursuing acquisition candidates. The Company plans to augment the service
offerings of its acquired companies with value added services such as
fleet management and strategic stocking and to integrate the acquired
business into the Company's operations.

SERVICES

The Company capitalizes on its routing, dispatch and vehicle and personnel
management expertise developed in the ground courier business to provide its
customers with a broad range of value added, same-day distribution services. By
creating innovative applications of its core services, the Company intends to
expand the market for its distribution services and increase the yield per
service provided.

Same-Day On-Demand Delivery. The Company provides same-day intra-city
on-demand delivery services whereby Company messengers or drivers respond
to a customer's request for immediate pick-up and delivery. The Company
also provides same-day inter-city delivery services by utilizing third
party air or motor carriers in conjunction with the Company's ground
couriers. The Company focuses on the delivery of non-faxable, time
sensitive items throughout major metropolitan areas rather than traditional
downtown document delivery. By delivering items of greater weight over
longer distances and providing value added on-demand services such as
strategic stocking, the Company expects to continue to raise the yield per
delivery relative to the yield generated from downtown document deliveries.

The Company's on-demand services include the management of strategic
stocking locations from which it makes on-demand deliveries to meet its
customers' just-in-time inventory requirements. The Company does not take
ownership of or title to the inventory but provides the warehouse space or
utilizes space provided by its customers to store and control the goods.
Furthermore, the Company can bundle services such as same-day ground,
same-day air and next-day air delivery to replenish stocking locations. The
benefits of strategic stocking to the customer include (i) faster response
time due to broader geographic distribution of inventory locations and
emergency transportation capabilities, (ii) decreased lease and employee
costs associated with warehouse functions resulting from the Company's
ability to consolidate warehouse space and administrative costs for
multiple strategic stocking customers and (iii) improved inventory control
through improved information systems. The Company has targeted the computer
and telecommunications industries as primary markets for its strategic
stocking services and has established a network of parts banks across
Canada to serve such markets. In the computer industry, for example,
potential losses to the customers of computer parts and services
distributors can increase with the length of time it takes the distributor
to deliver and install replacement parts. As a result, the distributor must
act quickly to meet its customers' needs. By storing computer parts in the
Company's strategic stocking locations, distributors can contact the
Company and have the replacement part quickly delivered to their customers.
Additionally, the Company has expanded the scope of its strategic stocking
services to include simple repairs, such as replacement of a defective
keyboard, which are performed by the Company's drivers, thus eliminating
the need for the distributor to dispatch a technician. For the fiscal year
ended July 31, 1997 and the six months ended January 31, 1998,
approximately 66% and 63%, respectively, of the Company's revenues were
generated from on-demand same-day delivery services, including strategic
stocking services.

Same-Day Scheduled Distribution. The Company provides same-day
scheduled distribution services for time-sensitive local deliveries.
Scheduled distribution services include regularly scheduled deliveries made
on a point-to-point basis and deliveries that may require intermediate
handling, routing or sorting of items to be delivered to multiple
locations. The Company's
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on-demand delivery capabilities are available to supplement the scheduled
drivers as needed. A bulk shipment may be received at the Company's
warehouse where it is sub-divided into smaller bundles and sorted for
delivery to specified locations. Same-day scheduled distribution services
are provided on both a local and multi-city basis. For example, in the
suburban Washington, D.C./Baltimore area the Company provides scheduled, as
well as on-demand, delivery services for a group of local hospitals and
medical laboratories, transferring samples between these facilities. In
Ontario, Canada, the Company services the scheduled distribution
requirements of a consortium of commercial banks. These banks require
regular pick-up of non-negotiable materials that are then delivered by the
Company on an intra- and inter-city basis. For the fiscal year ended July
31, 1997 and the six months ended January 31, 1998, approximately 13% and
14%, respectively, of the Company's revenues were generated from same-day
scheduled distribution services.

Outsourcing Services. The Company's outsourcing services include fleet
management and mailroom or other facilities management, such as maintenance
of call centers for inventory tracking and delivery. With its outsourcing
services, the Company is able to apply its same-day delivery capability and
logistics experience to design and manage efficient delivery systems for
its customers. The outsourcing service offerings can expand along with the
customer's needs. Management believes that the trend toward outsourcing has
resulted in many customers reducing their reliance on in-house
transportation departments and increasing their use of third-party
providers for a variety of delivery services.

The largest component of the Company's outsourcing services is fleet
management. With its fleet management service, the Company provides
transportation services primarily for customers that previously managed
such operations in-house. This service is generally provided with a fleet
of dedicated vehicles that can range from passenger cars to tractor
trailers (or any combination) and may display the customer's logo and
colors. In addition, the Company's on-demand delivery capability may
supplement the dedicated fleet as necessary, thereby allowing a smaller
dedicated fleet to be maintained than would otherwise be required. The
Company's fleet management services include designing and managing systems
created to maximize efficiencies in transporting, sorting and delivering
customers' products on a local and multi-city basis. Because the Company
generally does not own vehicles but instead hires drivers who do, the
Company's fleet management solutions are not limited by the Company's need
to utilize its own fleet.

By outsourcing their fleet management, the Company's customers (i)
utilize the Company's distribution and route optimization experience to
deliver their products more efficiently, (ii) gain the flexibility to
expand or contract fleet size as necessary, and (iii) reduce the costs and
administrative burden associated with owning or leasing vehicles and hiring
and managing transportation employees. For example, the Company has
configured and now manages a distribution fleet for one of the largest
distributors to drug stores in Canada. For the fiscal year ended July 31,
1997 and the six months ended January 31, 1998, approximately 21% and 23%,
respectively, of the Company's revenues were generated from fleet
management and other outsourcing services.

While the volume and profitability of each service provided varies
significantly from branch office to branch office, each of the Company's branch
offices generally offers the same core services. Factors which impact the
business mix per branch include customer base, competition, geographic
characteristics, available labor and general economic environment. The Company
can bundle its various delivery and logistics services to create customized
distribution solutions and, by doing so, seeks to become the single source for
its customers' distribution needs.

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OPERATIONS

The Company's operations are divided into three U.S. regions and one
Canadian region, with each of the Company's approximately 40 branches assigned
to the appropriate region. Branch operations are locally managed with regional
and national oversight and support provided as necessary. A branch manager is
assigned to each branch office and is accountable for all aspects of such branch
operations including its profitability. Each branch manager reports to a
regional manager with similar responsibilities for all branches within his
region. Certain administrative and marketing functions may be centralized for
multiple branches in a given city or region. Dynamex believes that the strong
operational background of its senior management is important to building brand
identity throughout the United States while simultaneously overseeing and
encouraging individual managers to be successful in their local markets.

Same-Day On-Demand Delivery. Most branches have operations centers
staffed by dispatchers, as well as customer service representatives and
operations personnel. Incoming calls are received by trained customer
service representatives who utilize computer systems to provide the
customer with a job-specific price quote and to transmit the order to the
appropriate dispatch location. Certain of the Company's larger clients can
access such software through electronic data interface to enter dispatch
requirements, page specific drivers, make inquiries and receive billing
information. A dispatcher coordinates shipments for delivery within a
specific time frame. Shipments are routed according to the type and weight
of the shipment, the geographic distance between the origin and destination
and the time allotted for the delivery. Coordination and deployment of
delivery personnel for on-demand deliveries is accomplished either through
communications systems linked to the Company's computers, through pagers or
by radio.

Same-Day Scheduled Distribution. A dispatcher coordinates and assigns
scheduled deliveries to the drivers and manages the delivery flow. In many
cases, certain drivers will handle a designated group of scheduled routes
on a recurring basis. Any intermediate handling required for a scheduled
distribution is conducted at the Company's warehouse or at a third party
facility such as the airport.

Outsourcing Services. The largest component of the Company's
outsourcing services is its fleet management. Fleet management services are
coordinated by the Company's logistics specialists who have experience in
designing, implementing and managing integrated networks for transportation
services. Based upon the specialist's analysis of a customer's fleet and
distribution requirements, the Company develops a plan to optimize fleet
configuration and route design. The Company provides the vehicles and
drivers necessary to implement the fleet management plan. Such vehicles and
drivers are generally dedicated to a particular customer and may display
the customer's name and logo on its vehicles. The Company can supplement
these dedicated vehicles and drivers with its on-demand capability as
necessary.

Prices for the Company's services are determined at the branch level based
on the distance, weight and time-sensitivity of a particular delivery. The
Company generally enters into customer contracts for scheduled distribution,
fleet and facilities management and strategic stocking services which are
generally terminable by such customer upon notice generally ranging from 30 to
90 days. The Company does not typically enter into contracts with its customers
for on-demand delivery services other than strategic stocking services.

Substantially all of the Dynamex drivers are owner-operators who provide
their own vehicles, pay all expenses of operating their vehicles and receive a
percentage of the delivery charge as compensation. Management believes that this
creates a higher degree of responsiveness on the part of its drivers as well as
significantly lowering the capital required to operate the business and reducing
the Company's fixed costs. The Company owns approximately 50 vehicles, primarily
light trucks and automobiles, with ages ranging from one to 15 years, and an
average age of five years.

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These vehicles are used by certain Company employees for delivery services or
are leased to owner-operators.

SALES AND MARKETING

The Company markets its services through a sales force comprised of
national and local sales representatives. As a same-day transportation provider
with a national network of branch offices in Canada and locations in 21
metropolitan markets in the United States, Dynamex is positioned to pursue large
accounts whose same-day transportation requirements may encompass multiple city
locations. Historically, local accounts, which often include large companies
with multiple locations, have provided the bulk of the Company's sales. The
Company's sales force will seek to generate additional business from these
accounts in multiple locations. In January 1997, the Company hired a Vice
President of Marketing and has been actively hiring product and industry
specialists to expand its national marketing efforts. The Company's expansion of
its national sales program and continuing investment in technology to support
the Company's expanding operations, have been undertaken at a time when large
companies are increasing their demand for delivery providers who offer a range
of delivery services at multiple locations.

The Company's marketing program is directed by the Vice President of
Marketing, who was hired in January 1997. The Company's national sales force,
comprised of approximately 10 persons, includes product specialists dedicated to
specific services, such as fleet management or strategic stocking. Additionally,
some of these specialists have developed expertise in servicing certain
industries such as banks and telecommunications companies. As part of its
overall marketing plan, the Company has been increasing the number of national
product and industry specialists and intends to continue to do so in the future.
Approximately 75 local employee sales representatives target business
opportunities from the branch offices and approximately 25 specialized sales
representatives contact existing customers to assess customer satisfaction and
requirements.

The Company's local sales representatives make regular calls on existing
and potential customers to identify such customers' delivery and logistics
needs. The Company's national product and industry specialists augment the local
marketing efforts and seek new applications of the Company's primary services in
an effort to expand the demand for such services. Customer service
representatives on the local and national levels regularly communicate with
customers to monitor the quality of services and to quickly respond to customer
concerns. The Company maintains a database of its customers' service utilization
patterns and satisfaction level. This database is used by the Company's
specialized sales force to analyze opportunities and conduct performance audits.

Fostering strategic alliances with customers who offer services that
complement those of the Company is an important component of the Company's
marketing strategy. For example, under an agreement with Purolator, the Company
serves as Purolator's exclusive provider of same-day courier services, which
services are then marketed by Purolator to its customers. The Company also
provides Purolator with local and inter-city same-day ground courier service for
misdirected Purolator shipments. Purolator, in turn, serves as the Company's
exclusive provider of overnight delivery services which services are marketed by
the Company to its customers. Purolator reports that it is the largest overnight
courier in Canada with approximately 9,000 employees who handle approximately
300,000 packages daily.

CUSTOMERS

The Company's target customer is a business that distributes
time-sensitive, non-faxable items that weigh from one to seventy pounds to
multiple locations. The primary industries served by the Company include
financial services, electronics, pharmaceuticals, medical laboratories and
hospitals, auto parts, legal services and Canadian governmental agencies.
Management believes that as of January 31, 1998, no single industry accounted
for more than 10% of the Company's annual revenues. A significant number of the
Company's customers are located in Canada. For the fiscal

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years ended July 31, 1995, 1996 and 1997, respectively, and for the six months
ended January 31, 1998, approximately 71.8%, 72.8%, 52.1% and 39.3% of the
Company's revenues, respectively, were generated in Canada. See Note 9 of Notes
to Consolidated Financial Statements for additional information concerning the
Company's foreign sales.

COMPETITION

The market for the Company's same-day delivery and logistics services has
been and is expected to remain highly competitive. The Company believes that the
principal competitive factors in the markets in which it competes are
reliability, quality, breadth of service and price.

Most of the Company's competitors in the same-day intra-city delivery
market are privately held companies that operate in only one location, with no
one competitor dominating the market. However, there is a trend toward industry
consolidation and companies with greater financial and other resources than the
Company that may not currently operate in the delivery and logistics business
may enter the industry to capitalize on such trend. Price competition for basic
delivery services is particularly intense.

The market for the Company's logistics services is also highly competitive,
and can be expected to become more competitive as additional companies seek to
capitalize on the growth in the industry. The Company's principal competitors
for such services are other delivery companies and in-house transportation
departments. The Company generally competes on the basis of its ability to
provide customized service regionally and nationally, which it believes is an
important advantage in this highly fragmented industry, and on the basis of
price.

The Company competes for acquisition candidates with other companies in the
industry and companies that may not currently operate in the industry but may
acquire and consolidate local courier businesses. Management believes that its
operating experience and its strategy to fully integrate each acquired company
by adding its core services and introducing national and multi-city marketing
will allow it to remain competitive in the acquisition market.

The Company's principal competitors for drivers are other delivery
companies within each market area. Management believes that its method of driver
compensation, which is based on a percentage of the delivery charge, is
attractive to drivers and helps the Company to recruit and retain drivers.

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RECENT ACQUISITIONS

Commencing with the IPO in August 1996 and continuing through May 3, 1998,
the Company acquired the following same-day delivery businesses:

EFFECTIVE DATE
COMPANY METROPOLITAN AREAS SERVED OF ACQUISITION
------- ------------------------- --------------

Action Delivery(1)....................................... Halifax, Nova Scotia August 16, 1996
Seidel Delivery(1)....................................... Columbus, Ohio August 16, 1996
Seko/Metro(1)............................................ Chicago, Illinois August 16, 1996
Southbank(1)............................................. New York, New York August 16, 1996
Zipper(1)................................................ Winnipeg, Manitoba August 16, 1996
Express It, Inc.(2)...................................... New York, New York October 1, 1996
Dollar Courier(2)........................................ San Diego, California October 18, 1996
Winged Foot Couriers, Inc.(2)............................ New York, New York December 1, 1996
Boogey Transportation Limited(2)......................... Saskatoon, Saskatchewan December 1, 1996
One Hour Delivery Services, Inc.(2)...................... Dallas, Texas January 1, 1997
Priority Parcel Express, Inc.(2)......................... Dallas, Texas January 1, 1997
Max America Holdings, Inc.(2)............................ Dallas, Texas January 1, 1997
Eagle Couriers, Inc.(2).................................. Richmond, Virginia February 1, 1997
One Hour Courier Service, Inc.(2)........................ Kansas City, Missouri March 1, 1997
Regina Mail Marketing, Inc.(2)........................... Regina, Saskatchewan April 28, 1997
Road Runner Transportation, Inc.(2)...................... Minneapolis/St. Paul, MN May 16, 1997
Central Delivery Service of
Washington, Inc.(2 branches only)(2)................... Hartford, Connecticut August 16, 1997
Boston, Massachusetts
Road Management Systems, Inc. and certain related
companies(2)........................................... Atlanta, Georgia September 26, 1997
Nydex Companies(2)....................................... New York, New York October 1, 1997
Backstreet Couriers, Inc. and a related company(3)....... Memphis, Tennessee March 1, 1998
U.S.C. Management Systems, Inc.(3)....................... New York, New York March 23, 1998
Colorado Courier and Distribution, Inc.(3)............... Denver, Colorado March 31, 1998
Alpine Enterprises Ltd.(3)............................... Winnipeg, Manitoba March 31, 1998
Rush Delivery Service(3)................................. Kansas City, Missouri April 30, 1998
Cannonball, Inc.(3)...................................... Chicago, Illinois May 3, 1998

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

(1) IPO Acquisition.
(2) Pro Forma Completed Acquisition.
(3) Recent Acquisition.

The aggregate consideration paid by the Company in the Acquisitions was
approximately $77.6 million, consisting of approximately $65.2 million in cash
and the issuance by the Company of approximately $700,000 in promissory notes
and approximately 1,378,000 shares of Common Stock to the sellers. In addition,
in certain instances, additional cash consideration may be paid by the Company
if such acquired businesses obtain certain performance goals. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
consideration paid by the Company for the Acquisitions was determined through
arms-length negotiations among the Company and the representatives of the owners
of these acquired companies. The factors considered by the parties in
determining the purchase price include, among other things, the historical
operating results and the future prospects of the acquired companies.

Each of the Acquisitions has been accounted for using the purchase method
of accounting. Accordingly, each acquired company is included in the Company's
consolidated results of operations from the date of its respective acquisition.
The Company is currently integrating recently acquired businesses into the
Company's operations. Each acquired company has been assigned to the appropriate
regional division of the Company. Generally, an existing manager of each
acquired company has agreed to continue to manage such operation after the
consummation of the respective acquisition. Management is training the staff of
the acquired companies so that each branch will be able to provide and market
the full range of Company services. As soon as practicable and where
appropriate, the Company will assimilate each acquired company's accounting,
payroll and cash management functions, standardize its insurance coverage and
employee benefits and supplement or replace the use of the acquired company's
tradename with "Dynamex."

Subsequent to January 31, 1998 and through May 3, 1998 the Company
completed the acquisition of six same-day transportation companies. On March 1,
1998, the Company purchased Backstreet Couriers, Inc. and a related company
(together, "Backstreet") for approximately

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$1.6 million in cash, plus additional cash consideration of up to $250,000 the
payment of which is contingent upon Backstreet's performance over the twelve
months following the closing. Backstreet has its principal operations in
Memphis, Tennessee. On March 23, 1998, the Company purchased U.S.C. Management
Systems, Inc. ("USC") for approximately $4.8 million in cash, plus additional
cash consideration of up to $3.0 million the payment of which is contingent upon
USC's performance over the twelve months following the closing. USC operates in
New Jersey and Long Island and Manhattan, New York.

On March 31, 1998, the Company purchased Colorado Courier and Distribution,
Inc. ("Colorado Courier") for approximately $500,000 in cash, plus additional
consideration of up to $350,000 the payment of which is contingent upon Colorado
Courier's performance over the twelve months following the closing. Colorado
Courier operates in Denver, Colorado. Additionally, on March 31, 1998, the
Company purchased Alpine Enterprises Ltd. ("Alpine") for approximately $950,000
in cash, plus additional consideration of up to $280,000 the payment of which is
contingent upon Alpine's performance over the twelve months following the
closing. Alpine operates in Winnipeg, Manitoba.

On April 30, 1998, the Company purchased the assets of Rush Delivery
Service, Inc. ("Rush Delivery") for approximately $1.8 million in cash, plus
additional consideration of up to $1.8 million, the payment of which is
contingent upon Rush Delivery's performance over the nine months and 12 months
following the closing. Rush Delivery operates in Kansas City, Missouri. On May
3, 1998, the Company purchased Cannonball, Inc. ("Cannonball") for approximately
$5.3 million in cash and 39,960 shares of Common Stock, plus additional
consideration of up to $4.0 million, the payment of which is contingent upon
Cannonball's performance over the first and second years following the closing.
Cannonball operates from two locations in the Chicago, Illinois metropolitan
area.

As part of its ongoing acquisition program, the Company regularly evaluates
and holds preliminary discussions with potential acquisition candidates. In
addition to the acquisitions described above, the Company has entered into
non-binding letters of intent for the acquisition of two Canadian same-day
transportation companies. The completion of each of these transactions is
contingent upon the satisfactory completion of a due diligence review by the
Company and the consent of the Company's primary lenders. Accordingly, there is
no assurance that any or all of these acquisitions will be completed. It is
currently contemplated that the aggregate consideration to be paid in such
acquisitions will be approximately $0.5 million in cash. In addition, these
transactions provide for contingent consideration of up to $0.4 million in cash
if the acquired businesses achieve certain financial results subsequent to their
acquisition by the Company.

REGULATION

The Company's business and operations are subject to various federal (U.S.
and Canadian), state, provincial and local regulations and, in many instances,
require permits and licenses from state authorities. The Company holds
nationwide general commodities authority from the Federal Highway Administration
of the U.S. Department of Transportation to transport certain property as a
motor carrier on an inter-state basis within the contiguous 48 states. Where
required, the Company holds statewide general commodities authority. The Company
holds permanent extra-provincial (and where required, intra-provincial)
operating authority in all Canadian provinces where the Company does business.

In connection with the operation of certain motor vehicles, the handling of
hazardous materials in its courier operations and other safety matters,
including insurance requirements, the Company is subject to regulation by the
United States Department of Transportation, the states and by the appropriate
Canadian federal and provincial regulations. The Company is also subject to
regulation by the Occupational Health and Safety Administration, provincial
occupational health and safety legislation and federal and provincial employment
laws respecting such matters as hours of work, driver logbooks and workers'
compensation. To the extent the Company holds licenses to operate

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two-way radios to communicate with its fleet, the Company is regulated by the
Federal Communications Commission. The Company believes that it is in
substantial compliance with all of these regulations. The failure of the Company
to comply with the applicable regulations could result in substantial fines or
possible revocations of one or more of the Company's operating permits.

SAFETY

From time to time, the Company's drivers are involved in accidents. The
Company carries liability insurance with a per claim and an aggregate limit of
$15.0 million. Owner-operators are required to maintain liability insurance of
at least the minimum amounts required by applicable state and provincial law
(generally such minimum requirements range from $35,000 to $75,000). The Company
also has insurance policies covering property and fiduciary trust liability,
which coverage includes all drivers. The Company reviews prospective drivers to
ensure that they have acceptable driving records. In addition, where required by
applicable law, the Company requires prospective drivers to take a physical
examination and to pass a drug test. Branch managers are responsible for
training drivers on any additional safety requirements as dictated by customer
specifications.

PROPERTIES

The Company leases facilities in 72 locations. These facilities are
principally used for operations and general and administrative functions.
Several of these facilities are primarily used as storage and warehouse space
for strategic stocking. The chart below summarizes the locations of facilities
which the Company leases:

NUMBER OF
LOCATION LEASED PROPERTIES
- - - -------- ------------------

Canada
Alberta..................................................... 6
British Columbia............................................ 6
Manitoba.................................................... 4
Newfoundland................................................ 1
Nova Scotia................................................. 1
Ontario..................................................... 10
Quebec...................................................... 3
Saskatchewan................................................ 3
----------
Canadian Total..................................... 34
==========
U.S.
Arizona..................................................... 1
California.................................................. 4
Colorado.................................................... 1
Connecticut................................................. 1
District of Columbia........................................ 1
Georgia..................................................... 1
Illinois.................................................... 4
Maryland.................................................... 1
Massachusetts............................................... 1
Minnesota................................................... 2
Missouri.................................................... 2
New Jersey.................................................. 1
New York.................................................... 8
North Carolina.............................................. 1
Ohio........................................................ 1
Pennsylvania................................................ 1
Tennessee................................................... 1
Texas....................................................... 3
Virginia.................................................... 2
Washington.................................................. 1
----------
U.S. Total......................................... 38
==========

The Company believes that its properties are well maintained, in good
condition and adequate for its present needs. The Company anticipates that
suitable additional or replacement space will be available when required. The
Company's facilities rental expense for the fiscal year ended July 31,

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1997 and the six months ended January 31, 1998 was approximately $2.1 million
and $1.3 million, respectively. The Company's principal executive offices are
located in Irving, Texas. See Note 7 of Notes to Consolidated Financial
Statements.

INTELLECTUAL PROPERTY

The Company has registered "DYNAMEX" and "DYNAMEX EXPRESS" as federal trade
marks in the Canadian Intellectual Office and has filed applications in the U.S.
Patents and Trademark's office for federal trademark registration of such names.
No assurance can be given that any such registration will be granted in the U.S.
or that if granted, such registration will be effective to prevent others from
using the trade mark concurrently or preventing the Company from using the trade
mark in certain locations.

EMPLOYEES

At March 31, 1998, the Company had approximately 2,500 employees, of whom
approximately 1,600 were employed primarily in various management, supervisory,
administrative, and other corporate positions and approximately 900 were
employed as drivers and messengers. Additionally at March 31, 1998, the Company
had contracts with approximately 4,100 independent owner-operator drivers.
Management believes that the Company's relationship with such employees and
independent owner-operators is good. See "Risk Factors -- Certain Tax Matters
Related to Drivers."

Of the approximately 5,000 drivers and messengers used by the Company as of
March 31, 1998, approximately 1,900 are located in Canada and approximately
3,100 are located in the U.S. Approximately 50% of the drivers and messengers
located in Canada are represented by major international labor unions.
Management believes that the Company's relationship with such unions is good.
None of the Company's U.S. employees, drivers or messengers are represented by
unions.

LEGAL PROCEEDINGS

There are no pending legal proceedings involving the Company other than
routine litigation incidental to the Company's business, including numerous
motor vehicle-related accident claims. In the opinion of the Company's
management, such proceedings should not, individually or in the aggregate, have
a material adverse effect on the Company's business, financial condition or
results of operations.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information concerning each of the
persons who are executive officers or directors of the Company:

NAME AGE POSITION(S)
---- --- -----------

Richard K. McClelland............. 46 Chairman of the Board, President, Chief Executive
Officer and Director(1)
Robert P. Capps................... 44 Vice President -- Chief Financial Officer,
Treasurer and Secretary
John J. Wellik.................... 36 Vice President -- Controller and Assistant
Secretary
James R. Aitken................... 37 Vice President -- Canada
Ralph Embree...................... 47 Vice President -- Eastern U.S.
James C. Isaacson................. 62 Vice President -- Central U.S.
Robert Dobrient................... 36 Vice President -- Marketing and Assistant
Secretary
James M. Hoak, Jr................. 54 Director(1)
Stephen P. Smiley................. 49 Director(1)(2)
Wayne Kern........................ 65 Director
Brian J. Hughes................... 36 Director(2)(3)
Kenneth H. Bishop................. 60 Director(2)(3)
E. T. Whalen...................... 64 Director

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

(1) Member of the Executive Committee.

(2) Member of the Compensation Committee.

(3) Member of the Audit Committee.

Richard K. McClelland became the President, Chief Executive Officer and a
director of the Company in May 1995 upon the closing of the Company's
acquisition of Dynamex Express (the ground courier division of Air Canada),
where he also served as President since 1988. He was elected as Chairman of the
Board of the Company in February 1996. Prior to joining Dynamex Express in 1986,
Mr. McClelland held a number of advisory and management positions with the
Irving Group, Purolator Courier Ltd. and Sunbury Transport Ltd., where he was
engaged in the domestic and international same-day air, overnight air and
trucking businesses.

Robert P. Capps has served as Vice President, Treasurer and Assistant
Secretary of the Company since February 1996 and was elected Chief Financial
Officer in May 1997. Mr. Capps served in various financial management capacities
with Hadson Corporation (an energy company) from February 1986 through June 1995
and was Executive Vice President and Chief Financial Officer from May 1991
through June 1995. Mr. Capps is a certified public accountant.

John J. Wellik became the Vice President-Controller and Assistant Secretary
of the Company in December 1997. Prior to joining the Company, Mr. Wellik served
as the Assistant Controller for the American Pad & Paper Company (a paper
products manufacturer) since June 1997. From January 1989 through February 1997,
he served in various accounting management positions, including Director of
Financial Accounting, for Avnet, Inc. (an electronics distributor) and Hall-Mark
Electronics Corporation (an electronics distributor), which company was acquired
by Avnet, Inc. in July 1993. Mr. Wellik is a certified public accountant.

James R. Aitken was elected as the Vice President -- Eastern Canada in
September 1997. He joined the Company in May 1995 in conjunction with the
Company's acquisition of Dynamex

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42

Express, was appointed General Manager -- Eastern Canada in February 1996 and
served in such capacity until September 1997. Prior to joining the Company, Mr.
Aitken was the Director of Sales and Marketing with Dynamex Express, where he
had been employed since 1988. During his employment with Dynamex Express, Mr.
Aitken worked in sales and marketing, regional and branch management and client
development. Mr. Aitken has over 18 years of experience in the courier industry.

Ralph Embree, was elected as the Vice President -- Eastern U.S. in
September 1997. He joined the Company in December 1995 in conjunction with the
Company's acquisition of Mayne Nickless and was appointed as the General
Manager -- Eastern U.S. in February 1996. Prior to joining the Company, Mr.
Embree held a variety of operations, sales and management positions with Mayne
Nickless where he was employed for seven years. Mr. Embree has over 17 years of
experience in the courier industry.

James C. Isaacson was elected as the Vice President -- Central U.S. in
September 1997. He joined the Company in May 1997 in conjunction with the
Company's acquisition of Road Runner Transportation, Inc. Prior to joining the
Company, Mr. Isaacson had been the principal stockholder and executive officer
of Road Runner since 1978. Mr. Isaacson has over 19 years of experience in the
courier industry. See "Certain Transactions."

Robert Dobrient was elected as the Vice President -- Marketing and
Assistant Secretary in September 1997. He joined the Company as an operations
manager in January 1997 in conjunction with the Company's acquisition of Max
America Holdings, Inc., a logistics services business in Dallas, Texas. Prior to
joining the Company, Mr. Dobrient was a principal stockholder and executive
officer of Max America since 1985. Mr. Dobrient has over 12 years of experience
in the courier industry. See "Certain Transactions."

James M. Hoak, Jr. has served as a director of the Company since February
1996. Mr. Hoak has served as Chairman and a principal of Hoak Capital
Corporation (a private equity investment firm) since September 1991. From June
1996 through March 1998, Mr. Hoak served as Chairman and a director of Hoak
Breedlove Wesneski & Co. (an investment bank, securities broker-dealer and one
of the Underwriters) and since June 1996 he has served as Chairman of such
company's parent corporation, HBW Holdings, Inc. (an investment bank). Mr. Hoak
served as Chairman of Heritage Media Corporation (a broadcasting and marketing
services firm) from its inception in August 1987 to its sale in August 1997.
From February 1991 to January 1995, he served as Chairman and Chief Executive
Officer of Crown Media, Inc. (a cable television company). From 1971 to 1987, he
served as President and Chief Executive Officer of Heritage Communications, Inc.
(a diversified communications company), and as its Chairman and Chief Executive
Officer from August 1987 to December 1990. Mr. Hoak is a director of MidAmerican
Energy Company, PanAmSat Corporation, Pier 1 Imports, Inc. and Texas Industries,
Inc. See "Certain Transactions" and "Underwriting."

Stephen P. Smiley has served as a director of the Company since 1993 and
was a Vice President of the Company from December 1995 through February 1996.
Mr. Smiley was President of Hoak Capital Corporation from 1991 through February
1996. Mr. Smiley joined Hunt Financial Corporation (a private investment
company) as Executive Vice President in February 1996, and was appointed
President in January 1997. Mr. Smiley is also a director of Ergo Science
Corporation (a biopharmaceutical company). See "Certain Transactions."

Wayne Kern has served as a director of the Company since February 1996. Mr.
Kern has served as the Secretary of HBW Holdings, Inc. since July 1996. Mr. Kern
served as Senior Vice President and Secretary of Heritage Media Corporation from
1987 through August 1997. From 1991 to 1995, Mr. Kern also served as Executive
Vice President of Crown Media, Inc. From 1979 to 1991, Mr. Kern served as the
Executive or Senior Vice President, General Counsel and Secretary of Heritage
Communications, Inc. See "Certain Transactions" and "Underwriting."

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43

Brian J. Hughes has served as a director of the Company since May 1995. Mr.
Hughes has served as the Vice President -- Investments of both The Guidant
Financial Group, Inc. (formerly, Preferred Risk Life Insurance Company) and
Guidant Mutual Insurance Company (formerly, Preferred Risk Mutual Insurance
Company) since September 1992. From 1986 to 1992, Mr. Hughes served as Assistant
Vice President -- Investments at Boatmen's National Bank. See "Certain
Transactions."

Kenneth H. Bishop has served as a director of the Company since August
1996. From 1974 to August 1996, Mr. Bishop was President and General Manager of
Zipper Transportation Services, Ltd. and a related company (together "Zipper")
which operated a same-day delivery business in Winnipeg, Manitoba. Zipper was
acquired by the Company in August 1996. See "Certain Transactions."

E. T. Whalen has served as a director of the Company since August 1996. Mr.
Whalen is currently a consultant to Gateway Freight Services, an entity
providing freight forwarding services to major international airlines. From 1965
until January 1996, Mr. Whalen was employed by Japan Airlines in various
management positions, including Staff Vice President-Cargo from October 1986.

BOARD OF DIRECTORS

The Board of Directors of the Company consists of seven members. Each
director holds office until the annual meeting of the stockholders of the
Company next following his election, unless his successor is elected and
qualified. The holders of the shares of Common Stock, voting separately as a
class, are entitled to elect all of the directors.

Directors who are employees of the Company do not receive additional
compensation for serving as directors. Each director who is not an employee of
the Company receives an annual fee of $6,000 as compensation for his or her
services as a member of the Board of Directors. Non-employee directors receive
an additional fee of $500 for each meeting of the Board of Directors attended in
person by such director and $250 for each telephonic meeting in which such
director participates. Non-employee directors who serve on a committee of the
Board of Directors receive $500 for each committee meeting attended in person
and $250 for each telephonic committee meeting in which such director
participates. All directors of the Company are reimbursed for out-of-pocket
expenses incurred in attending meetings of the Board of Directors or committees
thereof, and for other expenses incurred in their capacities as directors of the
Company.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established three committees: a Compensation
Committee, an Audit Committee and an Executive Committee. Each of these
committees has two or more members who serve at the discretion of the Board of
Directors. The Compensation Committee is responsible for reviewing and making
recommendations to the Board of Directors with respect to compensation of
executive officers, other compensation matters and awards under the Company's
stock option plan. The Audit Committee is responsible for reviewing the
Company's financial statements, audit reports, internal financial controls and
the services performed by the Company's independent public accountants, and for
making recommendations with respect to those matters to the Board of Directors.
The Executive Committee exercises all powers and authority of the Board of
Directors in the management of the business and affairs of the Company, except
as otherwise reserved in the Company Bylaws or designated by resolution of the
Board of Directors for action by the full board or another committee thereof.

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44

EXECUTIVE COMPENSATION

The following summary compensation table sets forth the total annual
compensation paid or accrued by the Company to or for the account of the Chief
Executive Officer and each of the executive officers of the Company whose total
cash compensation for the fiscal year ended July 31, 1997 exceeded $100,000:

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
AWARDS
ANNUAL ------------
COMPENSATION SECURITIES
------------------ UNDERLYING
NAME AND FISCAL SALARY BONUS OPTIONS
PRINCIPAL POSITION YEAR ($) ($) (#)
------------------ ------ ------- ------- ------------

Richard K. McClelland
President and Chief Executive Officer...... 1997 200,000 120,000 99,000
1996 194,467 50,790 --
1995(1) 22,050 -- 103,000
Robert P. Capps
Vice President and Chief Financial
Officer................................. 1997(2) 141,950 54,250 46,000

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

(1) Mr. McClelland was employed by the Company as of May 31, 1995, and,
consequently, his salary for fiscal year 1995 as set forth above represents
only two months of his annual salary. Had Mr. McClelland been employed for
the entire twelve months of fiscal year 1995, his salary for such year would
have been approximately $132,300.

(2) Mr. Capps was initially employed by the Company in January 1996 and did not
earn in excess of $100,000 in salary and bonus prior to fiscal year 1997.

EMPLOYMENT AGREEMENT

The Company has entered into an employment agreement with Mr. McClelland
that provides for a base salary in the annual amount of $200,000 (which amount
has been increased by the Board of Directors to $220,000 commencing with the
fiscal year ended July 31,1998), participation in an executive bonus plan, an
auto allowance of Cdn $900 per month and participation in other employee benefit
plans. The agreement also provides that the Company shall pay Mr. McClelland
eight additional bonus payments, each in the amount of $25,500 plus interest,
with the first such payment to be made three months after Mr. McClelland's
exercise of certain stock options to purchase 48,000 shares of Common Stock, and
the remaining payments to be made on the last day of each three month period
thereafter, respectively, for the following eighteen months. Interest accrues on
the aggregate unpaid amount of such bonus payments from the option exercise date
at the prime rate of the Company's primary lenders.

Unless terminated earlier, the employment agreement shall continue until
May 31, 2000, upon which date such agreement will be automatically extended for
successive one-year renewal terms unless notice is given upon the terms provided
in the agreement. Additionally, upon a sale or transfer of substantially all of
the assets of the Company or certain other events that constitute a change of
control of the Company, or the acquisition by any "person" or "group" as defined
in such agreement, other than certain named stockholders of the Company, of
securities representing 15% of the votes that may be cast for director
elections, the Company shall continue to pay Mr. McClelland the compensation set
forth in such agreement for the greater of two years from the date of such
change of control or the remainder of the agreement term. During the term of the
employment agreement and pursuant to such agreement, the Company will use its
best efforts to cause Mr. McClelland to be nominated and elected to the Board of
Directors of the Company.

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45

1996 STOCK OPTION PLAN

The Company maintains the Dynamex Inc. Amended and Restated 1996 Stock
Option Plan (the "Option Plan") which provides for the grant of options to
eligible employees and directors for the purchase of Common Stock of the
Company. Under the Option Plan, any employee, including an employee who is a
director, is eligible to receive incentive stock options ("ISOs") (as defined in
Section 422 (formerly Section 422A) of the Internal Revenue Code of 1986, as
amended (the "Code")), nonqualified stock options (which do not meet the
requirements of Section 422) and restricted stock grants (which restrictions may
include, without limitation, restrictions on the right to vote or receive
dividends with respect to such shares). Non-employee directors are only eligible
to receive nonqualified stock options pursuant to a specified formula described
below.

The Compensation Committee administers and interprets the Option Plan and
is authorized to grant options and restricted stock to all directors and
eligible employees, including officers. The maximum number of shares of Common
Stock approved for issuance under the Option Plan is 1,000,000, of which no more
than 100,000 shares may be delivered pursuant to restricted stock grants and the
exercise of options awarded to non-employee directors. Options to purchase more
than an aggregate of 500,000 shares may not be granted to any one participant.
Restricted stock grants covering more than an aggregate of 100,000 shares may
not be granted to any one participant. The Compensation Committee designates the
optionees or stock recipients, the number of shares subject to such award and
the terms and conditions of each award. The purchase price under each option
will be 100% of the fair market value of the Common Stock on the date of award.
No option shall be exercisable more than ten years after the date the option is
awarded. An ISO may not be granted under the Option Plan to an employee who owns
more than 10% of the outstanding Common Stock unless the purchase price is 110%
of the fair market value of the Common Stock at the date of award and the option
is not exercisable more than five years after it is awarded. Unless sooner
terminated, the Option Plan will terminate on June 5, 2006, and no awards may
thereafter be granted under the Option Plan.

Non-employee directors are granted a nonqualified option to purchase 2,000
shares on the date of their initial election or appointment to the Board of
Directors. Non-employee directors subsequently reelected at any annual meeting
of stockholders receive as of the date of such meeting (commencing with the 1998
annual meeting) a nonqualified option to purchase 2,000 shares. Options granted
to each non-employee director are immediately exercisable. If a non-employee
director ceases to be a director of the Company, such director's options shall
be exercisable by him only during the six months following the date he ceases to
be a director (or if he dies while a director, by his or his estate's legal
representative within six months of the date of death) except that, a
non-employee director's options shall terminate immediately on the date such
person is removed for cause.

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OPTION GRANTS

The following table sets forth information regarding the grant of stock
options under the Option Plan during the fiscal year ended July 31, 1997 to the
executive officers named in the Summary Compensation Table:

OPTION GRANTS IN FISCAL YEAR 1997

INDIVIDUAL GRANTS
---------------------------------------------------- POTENTIAL REALIZABLE
PERCENT VALUE AT ASSUMED
OF TOTAL ANNUAL RATES
OPTIONS/SARS OF STOCK PRICE
GRANTED TO APPRECIATION FOR
OPTIONS/ EMPLOYEES EXERCISE OPTION TERM(1)
SARS IN FISCAL OR BASE EXPIRATION ---------------------
NAME GRANTED(#) YEAR PRICE($/SH) DATE 5%($) 10%($)
---- ---------- ------------ ----------- ---------- -------- ----------

Richard K. McClelland.... 99,000 40.1% 8.00 8/16/06 498,000 1,262,000
Robert P. Capps.......... 46,000 18.6% 8.00 8/16/06 231,000 586,000

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

(1) The 5% and 10% assumed annual rates of appreciation are mandated by the
rules of the Securities and Exchange Commission and do not reflect the
Company's estimates or projections of future prices of the shares of the
Company's Common Stock. There can be no assurance that the amounts reflected
in this table will be achieved.

FISCAL YEAR-END OPTION VALUES

In the fiscal year ended July 31, 1997, none of the executive officers
named in the Summary Compensation Table exercised any of the options granted to
him under the Option Plan. The following table sets forth information with
respect to the unexercised options to purchase shares of the Company's Common
Stock granted under the Option Plan to the executive officers named in the
Summary Compensation Table and held by them at July 31, 1997.

FISCAL YEAR-END OPTION VALUES
AS OF JULY 31, 1997
-----------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------

Richard K. McClelland........... 70,000 132,000 $210,000 $99,000
Robert P. Capps................. -- 46,000 -- --

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

(1) Based on the closing price of the Company's Common Stock on July 31, 1997
which price was $7.25 per share.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity which has one or more
executive officers serving as a member of the Company's Board of Directors or
Compensation Committee.

LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS

The Company's Restated Certificate of Incorporation limits the liability of
directors of the Company to the Company or its stockholders to the fullest
extent permitted by Delaware General Corporation Law (the "DGCL"). Accordingly,
pursuant to the terms of the DGCL presently in effect, the Company's directors
will not be liable to the Company or its stockholders for monetary damages for
breach of the directors' fiduciary duty as a director, except for liability (i)
for any breach of the directors' duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good

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47

faith or which involve intentional misconduct or a knowing violation of law,
(iii) in respect of certain unlawful dividend payments or stock redemptions or
repurchases or (iv) for any transaction from which the director derived an
improper personal benefit. The effect of these provisions will be to eliminate
the rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of fiduciary duty as a director (including breaches resulting from
grossly negligent behavior), except in the situations described above. These
provisions will not limit the liability of directors under federal securities
laws. Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.

The Company's Bylaws provide that the Company shall indemnify each of its
directors and officers, acting in such capacity, so long as such person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company. Such indemnification may be made only upon
a determination by the Board of Directors that such indemnification is proper in
the circumstances because the person to be indemnified has met the applicable
standard of conduct to permit indemnification under the law. The Company is also
required to advance to such persons payment for their expenses incurred in
defending a proceeding to which indemnification might apply, provided the
recipient provides an undertaking agreeing to repay all such advanced amounts if
it is ultimately determined that he is not entitled to be indemnified.

The Company has also entered into indemnification agreements with each of
its directors and certain of its executive officers. Pursuant to these
agreements, the Company is obligated, to the extent permitted by law, to
indemnify these persons against all expenses, judgments, fines and penalties
incurred in connection with the defense or settlement of any actions brought
against them by reason of the fact that they are or were directors or officers
of the Company or that they are or were serving at the request of the Company as
an officer or director of another corporation or enterprise, except that if the
acts of such an indemnitee are found by a court of proper jurisdiction to be
intentional or willful, the Company will not be liable to indemnify such
indemnitee.

As of this date hereof, there is no pending litigation or proceeding
involving a director, officer, employee or agent of the Company where
indemnification will be required or permitted, and the Company is not aware of
any threatened litigation or proceeding which may result in a claim for such
indemnification.

CERTAIN TRANSACTIONS

In December 1995, the Company issued an aggregate of $4.5 million principal
amount of junior subordinated debentures (the "Bridge Notes") due June 28, 2001,
bearing interest at an initial annual rate of 12%, and related warrants (the
"Bridge Warrants") that were mandatorily exercisable upon completion of the IPO
for an aggregate of 540,000 shares of Common Stock (reduced from 1,080,000
shares because the IPO was completed prior to December 31, 1996, as prescribed
in the Bridge Warrants) at an exercise price of $.025 per share to certain
investors including:

(a) Cypress Capital Partners I, L.P. ("Cypress"), which acquired $1.0
million principal amount of Bridge Notes and Bridge Warrants exercisable for
120,000 shares, for aggregate consideration of $1.0 million. At the time of such
issuance to Cypress, (i) James M. Hoak (a Company director) was the sole
director and stockholder of CCP Investment Corp. ("CCP") (the 5% general partner
of Cypress), and owned a 45% limited partnership interest in Cypress, (ii)
Stephen P. Smiley (a Company director and Compensation Committee member) was the
President of CCP and (iii) Brian J. Hughes (a Company director and Compensation
Committee member) was a member of the Cypress Advisory Board, and his employers,
Guidant Mutual Insurance Company (formerly, Preferred Risk Mutual Insurance
Company) and The Guidant Financial Group, Inc. (formerly, Preferred Risk Life
Insurance Company) owned limited partnership interests in Cypress;

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48

(b) certain affiliates of CCP (including a partnership owned by Wayne Kern,
a Company director) and various limited partners of Cypress (including Guidant
Mutual Insurance Company and The Guidant Financial Group, Inc. (each a Selling
Stockholder) and Stephen P. Smiley), which acquired an aggregate of $1.8 million
principal amount of Bridge Notes and Bridge Warrants exercisable for 210,000
shares for aggregate consideration of approximately $1.8 million; and

(c) James M. Hoak, Jr. and CCP, which acquired an aggregate of $1.8 million
principal amount of Bridge Notes and Bridge Warrants exercisable for 210,000
shares, for aggregate consideration of approximately $1.8 million.

In August 1996, at the time of the IPO, the Company redeemed the Bridge
Notes at 100% of the principal amount thereof plus accrued and unpaid interest
and the holders exercised their Bridge Warrants in full. See Note 6 of Notes to
Consolidated Financial Statements. As of August 1997, Cypress had distributed to
its limited partners all of its shares of the Company's Common Stock.

The Company paid Hoak Capital Corporation fees in the aggregate amount of
approximately $146,000 in the fiscal year ended July 31, 1995 for advisory
services rendered in connection with certain acquisitions and financing
arrangements. James M. Hoak, Jr. has served as Chairman and a principal of Hoak
Capital Corporation (a private equity investment firm) since September 1991. In
January 1996, the Company paid SC Securities Corp. (formerly Hoak Securities
Corp.) a fee of $70,000 for investment banking services rendered in connection
with the Company's acquisition of Mayne Nickless and $165,000 for the
arrangement of bank financing related to that acquisition. James M. Hoak, Jr.
was the Chairman and principal shareholder of SC Securities Corp., substantially
all of the assets of which were sold to Hoak Breedlove Wesneski & Co. (one of
the Underwriters) in July 1996. In August 1996, the Company paid Hoak Breedlove
Wesneski & Co. approximately $367,000 for investment banking services rendered
in such firm's capacity as a co-manager of the IPO. Mr. Hoak served as a
director of Hoak Breedlove Wesneski & Co. through March 1998. In addition, Mr.
Hoak is the Chairman and a principal stockholder of Hoak Breedlove Wesneski &
Co.'s parent corporation and Wayne Kern, a director of the Company, is the
Secretary of such parent corporation.

In August 1996, the Company purchased from Kenneth Bishop and certain other
parties all of the capital stock of Zipper Transportation Services, Ltd. and a
related company for an aggregate purchase price of approximately Cdn $2.5
million in cash (approximately $1.8 million, as converted using the exchange
rate at the time of such acquisition of 0.73 U.S. dollars to 1.00 Canadian
dollar) and 56,922 shares of Common Stock. Simultaneously with the closing of
such acquisition, the Company repaid Zipper's bank indebtedness of approximately
Cdn $445,000 (approximately $325,000, converted on the same basis as above) and
Mr. Bishop became a director of the Company. The Company rents operating space
in Winnipeg from an entity controlled by Mr. Bishop at a rate of Cdn $162,000
per annum under a lease expiring in August 2001.

In January 1997, the Company purchased from Robert Dobrient and certain
other parties all of the capital stock of Max America Holdings, Inc. for an
aggregate purchase price of approximately $3.9 million in cash (plus contingent
compensation if certain performance goals are met by the acquired business) and
33,500 shares of the Company's Common Stock. Upon the closing of the
acquisition, Mr. Dobrient was employed by the Company to manage the acquired
operations and, in September 1997, he was elected as the Company's Vice
President-Marketing and Assistant Secretary.

In May 1997, the Company purchased from James C. Isaacson and certain other
parties all of the capital stock of Road Runner Transportation, Inc. for an
aggregate purchase price of approximately $12.2 million in cash (plus contingent
compensation if certain performance goals are met by the acquired business), the
assumption of approximately $1.8 million of liabilities and 350,000 shares of
the Company's Common Stock. Upon the closing of the acquisition, Mr. Isaacson
was employed by the Company to manage the acquired operations and, in September
1997, he was elected as the Company's Vice President-Central U.S. Operations.
The Company rents operating
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49

space in St. Paul/Minnesota from Mr. Isaacson at escalating rates ranging from
approximately $135,000 to $152,000 per annum under a lease expiring in November
2001. Aggregate rental payments of approximately $130,000 were paid to Mr.
Isaacson under this lease from the date of the Road Runner acquisition through
March 31, 1998.

The Company has agreed to loan Mr. McClelland the sum of $204,000 in
connection with his exercise of stock options at the time of the Offering. The
principal amount of this loan will be due in eight installments, each in the
amount of $25,500 plus accrued interest, with the first such installment to be
made three months after Mr. McClelland's exercise of the aforementioned stock
options, and the remaining payments to be made at the end of the seven
successive three month periods. Interest accrues on the aggregate unpaid amount
of such loan from the date of such loan at the prime rate published by the
Company's primary lenders.

The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could have been obtained from
unaffiliated third parties. All future transactions, including loans, between
the Company and its officers, directors, principal stockholders and affiliates,
will be approved by a majority of the Board of Directors, including a majority
of the independent and disinterested outside directors, and have been and will
be on terms no less favorable to the Company than could be obtained from
unaffiliated third parties.

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 31, 1998, before and after giving
effect to the sale of shares of Common Stock being offered hereby, by (i) each
person who is known by the Company to own beneficially more than 5% of the
Common Stock, (ii) each Selling Stockholder, (iii) each director, (iv) each
executive officer named in the Summary Compensation Table and (v) all directors
and executive officers of the Company as a group. Except pursuant to applicable
community property laws and except as otherwise indicated, each stockholder
identified in the table possesses sole voting and investment power with respect
to its or his shares.

BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING(1) AFTER OFFERING(1)
--------------------- ---------------------
NUMBER OF SHARES BEING NUMBER OF
SHARES PERCENT OFFERED SHARES PERCENT
---------- -------- ------------ ---------- --------

Directors and Executive Officers:
Richard K. McClelland................... 100,800 1.3% 48,000 52,800 *
Robert P. Capps......................... 9,200 * -- 9,200 *
James M. Hoak(2)........................ 1,275,942 17.2% -- 1,275,942 12.8%
Stephen P. Smiley....................... 6,160 * -- 6,160 *
Wayne Kern.............................. 6,640 * -- 6,640 *
Brian J. Hughes(3)...................... -- -- -- -- --
Kenneth Bishop.......................... 4,422 * -- 4,422 *
E. T. Whalen............................ 4,000 * 4,000 *
All directors and executive officers as
a group (13 individuals).............. 1,552,715 20.5% 48,000 1,504,715 15%
Other Selling Stockholders:
Guidant Mutual Insurance Company(4)..... 523,166 7.1% 269,166 254,000 2.5%
Other 5% Stockholders:
William Blair Fund & Company,
L.L.C.(5)............................. 614,954 8.3% -- 614,954 6.2%

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

* Indicates less than 1%.

(1) Includes shares issuable upon the exercise of stock options outstanding and
fully vested as of June 7, 1998.

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(2) Mr. Hoak's address is One Galleria Tower, Suite 1050, 13355 Noel Road,
Dallas, Texas 75240. Excludes an aggregate of 26,572 shares owned by Mr.
Hoak's wife and children, as to which shares Mr. Hoak disclaims beneficial
ownership.

(3) Excludes 523,166 (prior to the Offering) and 273,166 (after the Offering)
shares beneficially owned by The Guidant Financial Group, Inc. (formerly,
Preferred Risk Life Insurance Company) ("Guidant Mutual") and Guidant Mutual
Insurance Company (formerly, Preferred Risk Mutual Insurance Company)
("Guidant Financial"), each of which employs Mr. Hughes as Vice
President -- Investments. Mr. Hughes disclaims beneficial ownership of such
shares.

(4) Includes shares owned of record by its affiliate Guidant Financial. The
address of both Guidant Financial and Guidant Mutual is 1111 Ashworth Road,
West Des Moines, Iowa 50265.

(5) Includes 495,720 shares with respect to which William Blair & Company,
L.L.C. has sole investment power in its capacity as an investment adviser
and an aggregate of 119,234 shares that are owned directly by William Blair
& Company, L.L.C. and certain of its members. The address of William Blair &
Company, L.L.C. is 222 West Adams Street, Chicago, Illinois 60606.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 60,000,000 shares of
capital stock, par value $.01 per share, of which 50,000,000 are Common Stock
and 10,000,000 are Preferred Stock. As of March 31, 1998, there were 7,411,623
shares of Common Stock issued and outstanding and held by approximately 100
record owners. No shares of Preferred Stock were outstanding.

The following description of the Company's capital stock does not purport
to be complete and is subject in all respects to applicable Delaware law and to
the provisions of the Restated Certificate of Incorporation, Bylaws and Rights
Agreement, in each case as amended to date.

COMMON STOCK

The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of stockholders, including the election of
directors. The Common Stock does not have cumulative voting rights, which means
that the holders of a majority of the shares voting for election of directors
can elect all members of the Board of Directors. Dividends may be paid ratably
to holders of Common Stock when and if declared by the Board of Directors out of
funds legally available therefor. Upon liquidation or dissolution of the
Company, the holders of Common Stock will be entitled to share ratably in the
assets of the Company legally available for distribution to stockholders after
payment of all liabilities and the liquidation preferences of any outstanding
Preferred Stock.

The holders of Common Stock have no preemptive or conversion rights or
other subscription rights and are not subject to redemption or sinking fund
provisions or to calls or assessments by the Company. The shares of Common Stock
offered hereby will be, when issued and paid for, fully paid and not liable for
call or assessment. The Common Stock is listed on the Nasdaq National Market.

PREFERRED STOCK

Under governing Delaware law and the Restated Certificate of Incorporation,
no action by the Company's stockholders is necessary, and only action of the
Board of Directors is required, to authorize the issuance of any of the
Preferred Stock. The Board of Directors is empowered to establish, and to
designate the name of, each class or series of the Preferred Stock. In
connection with the Rights Agreement discussed below, 500,000 shares of Series A
Junior Participating Preferred Stock (the "Series A Preferred Stock") have been
designated by the Board of Directors.

Shares of Series A Preferred Stock purchasable upon exercise of the Rights
will not be redeemable. Each share of Series A Preferred Stock will be entitled
to a minimum preferential

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quarterly dividend payment of $.25 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per share of Common Stock.
In the event of liquidation, the holders of the shares of Series A Preferred
Stock will be entitled to a minimum preferential liquidation payment of $1 per
share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment, provided that the
holders of the shares of Series A Preferred Stock shall be entitled to an
aggregate payment of 100 times the payment made per share of Common Stock, as
adjusted to reflect any dividend on the Common Stock payable in shares of Common
Stock or any subdivision, combination or reclassification of the Common Stock.
Each share of Series A Preferred Stock will have 100 votes, voting together with
the Common Stock. Finally, in the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, each share of Series
A Preferred Stock will be entitled to receive 100 times the amount received per
share of Common Stock. These rights are protected by customary antidilution
provisions.

Although the Company has no present plans to issue additional series of
Preferred Stock (other than shares which may be issued in connection with the
Rights Agreement), such shares may be issued from time to time in one or more
classes or series with such designations, powers, preferences, rights,
qualifications, limitations and restrictions as may be fixed by the Company's
Board of Directors. The Board of Directors, without obtaining stockholder
approval, may issue such shares with voting or conversion rights or both and
thereby dilute the voting power and equity of the holders of Common Stock and
adversely affect the market price of such stock.

The existence of authorized Preferred Stock may have the effect of
discouraging an attempt, through acquisition of a substantial number of shares
of Common Stock, to acquire control of the Company with a view to effecting a
change in control of the Company, a merger, sale or exchange of assets or a
similar transaction. The anti-takeover effects of authorized Preferred Stock may
deny stockholders the receipt of a premium on their Common Stock and may also
have a depressive effect on the market price of the Common Stock.

RIGHTS AGREEMENT

In June 1996, the Board of Directors of the Company approved the Rights
Agreement which is designed to protect stockholders should the Company become
the target of coercive and unfair takeover tactics. Pursuant to the Rights
Agreement, the Board of Directors declared a dividend of one Right for each
outstanding share of Common Stock on May 31, 1996. Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
the Series A Preferred Stock, at a price of $45.00 per one one-hundredth of a
share of Series A Preferred Stock, subject to possible adjustment.

Initially, the Rights are attached to all Common Stock certificates and no
separate Rights certificates exist. Until the Rights become separable as
described below, an additional Right will be issued with every share of newly
issued Common Stock, including the shares of Common Stock issued pursuant to the
Offering. Until a Right is exercised, the holder of a Right will have no rights
as a stockholder of the Company, including the right to vote or to receive
dividends. The Rights will expire on May 31, 2006 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.

The Rights will become exercisable and separable from shares of Common
Stock upon the earlier to occur of (i) 10 days after the first public
announcement that a person or group (an "Acquiring Person"), other than the
Company, any subsidiary of the Company or any employee benefit plan of the
Company or Cypress, James M. Hoak (or any affiliates thereof), has become the
beneficial owner of 15% or more of the outstanding shares of Common Stock or
(ii) 10 business days (or such later date as may be determined by action of the
Board of Directors prior to the time any person or group becomes an Acquiring
Person) after the commencement of, or the announce-

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ment of an intention to commence, a tender or exchange offer the consummation of
which would result in any person or group (other than the Company, any
subsidiary of the Company or any employee benefit plan of the Company) becoming
the beneficial owner of 15% or more of such outstanding shares of Common Stock.

In the event that any person or group, other than those listed above,
becomes the beneficial owner of 15% or more of the shares of Common Stock then
outstanding, each registered holder of a Right will have the right to receive
upon exercise of Right at the then current purchase price of the Right that
number of shares of Common Stock of the Company having a market value of two
times such purchase price. Notwithstanding the foregoing, after the occurrence
of the event described in this paragraph, all Rights which are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by an Acquiring Person will be void. Under no circumstances may a Right be
exercised following the occurrence of a transaction described in this paragraph
prior to the expiration of the Company's right of redemption.

In the event that, on or after the first public announcement by the Company
or an Acquiring Person that an Acquiring Person has become such (the "Share
Acquisition Date"), the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold or transferred (in one transaction or a series of transactions
other than in the ordinary course of business), each registered holder of a
Right (except Rights which have become void as specified above) will thereafter
have the right to receive, upon the exercise thereof at the then current
purchase price of the Right, the number of shares of common stock of the
acquiring company (or of another person or group affiliated with the Acquiring
Person as provided in the Rights Agreement) which at the time of such
transaction will have a market value of two times such purchase price.

At any time after any person becomes an Acquiring Person and prior to the
time such person or group becomes the beneficial owner of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights which have become void), in whole or in
part, at the exchange rate of one share of Common Stock, or one one-hundredth of
a share of Series A Preferred Stock (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right, subject to adjustment as provided in the Rights Agreement.

At any time prior to the earlier of (i) the 10th business day after the
Share Acquisition Date, subject to one or more extensions by a majority of the
Disinterested Directors (as defined below) and (ii) the Final Expiration Date,
the Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a redemption price of $.01 per Right, appropriately adjusted to reflect
any stock split, stock dividend, subdivision or combination or any similar
transaction occurring after the date of the Rights Agreement (the "Redemption
Price"); provided, however, that, under certain circumstances specified in the
Rights Agreement, the Rights may not be redeemed unless there are Disinterested
Directors in office and such redemption is approved by a majority of such
Disinterested Directors. The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors in
its sole discretion shall establish. After the redemption period has expired,
the Company's right of redemption may be reinstated, under the circumstances
specified in the Rights Agreement, which include the concurrence of a majority
of the Disinterested Directors, if an Acquiring Person shall have reduced to 10%
or less the number of outstanding shares of Common Stock beneficially owned in a
transaction or series of transactions not involving the Company and not
constituting specified transactions which result in a discounted purchase price
under the Rights Agreement. Immediately after any action by the Board of
Directors directing the redemption of the Rights, the right to exercise the
Rights shall terminate and thereafter the registered holders of the Rights shall
be entitled to receive only the Redemption Price per Right.

The term "Disinterested Director" means any member of the Company's Board
of Directors who is unaffiliated with an Acquiring Person and was a member of
the Company's Board of

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53

Directors prior to the time that an Acquiring Person became such and any
successor of a Disinterested Director who is unaffiliated with an Acquiring
Person and is recommended to succeed a Disinterested Director by a majority of
Disinterested Directors then on the Company's Board of Directors.

The Rights have certain anti-takeover effects. The Rights could cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or on substantially
all of the Rights also being acquired. The Rights should not, however, interfere
with any merger or other business combination approved by the Board of Directors
of the Company since the Rights may be redeemed or amended by the Company as
described above.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is a Delaware corporation and is subject to the provisions of
Section 203 of the Delaware General Corporation Law. In general, Section 203
provides that a Delaware corporation may not engage in any of a broad range of
business combinations with a person or affiliate or associate of such person who
is an "interested stockholder" (defined generally as a person who together with
affiliates and associates, own (or within three years, did own) 15% or more of a
corporation's outstanding voting stock) unless: (a) the transaction resulting in
a person's becoming an interested stockholder, or the business combination, is
approved by the board of directors of the corporation before the person becomes
an interested stockholder; (b) the interested stockholder acquires 85% or more
of the outstanding voting stock of the corporation in the same transaction that
makes it an interested stockholder; or (c) on or after the date the person
becomes an interested stockholder, the business combination is approved by the
corporation's board of directors and by the holders of at least 66 2/3% of the
corporation's outstanding voting stock at an annual or special meeting,
excluding shares owned by the interested stockholder.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Company's Common Stock is Harris
Trust and Savings Bank.

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UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, each of
the Underwriters named below, and each of the Underwriters for whom Schroder &
Co. Inc., William Blair & Company, L.L.C., and Hoak Breedlove Wesneski & Co. are
acting as Representatives (the "Representatives") has severally agreed to
purchase from the Company and the Selling Stockholders an aggregate of 2,817,166
shares of Common Stock at the price to the public less the underwriting
discounts set forth on the cover page of this Prospectus, in the amounts set
forth below opposite their respective names.

NUMBER
UNDERWRITERS OF SHARES
- - - ------------ ---------

Schroder & Co. Inc.......................................... 913,665
William Blair & Company, L.L.C.............................. 913,665
Hoak Breedlove Wesneski & Co................................ 456,836
Donaldson, Lufkin & Jenrette Securities Corporation......... 55,500
Furman Selz LLC............................................. 55,500
Goldman, Sachs & Co......................................... 55,500
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 55,500
Morgan Stanley & Co. Incorporated........................... 55,500
Smith Barney Inc............................................ 55,500
Branch, Cabell & Company.................................... 25,000
Brean Murray & Co., Inc..................................... 25,000
Fechtor, Detwiler & Co., Inc................................ 25,000
Gerard Klauer Mattison & Co., LLC........................... 25,000
Interstate/Johnson Lane Corporation......................... 25,000
Edward D. Jones & Co., L.P.................................. 25,000
Parker/Hunter Incorporated.................................. 25,000
Scott & Stringfellow, Inc................................... 25,000
---------
Total............................................. 2,817,166
=========

The Underwriting Agreement provides that the Underwriters' obligation to
pay for and accept delivery of the shares of Common Stock offered hereby is
subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all such shares, excluding shares covered by the
over-allotment option, if any are purchased. The Underwriters have informed the
Company that no sales of Common Stock will be confirmed to discretionary
accounts.

The Company has been advised by the Underwriters that they propose
initially to offer the Common Stock to the public at the public offering price
set forth on the cover page of this Prospectus and to certain dealers at such
price, less a concession not in excess of $0.45 per share. The Underwriters may
allow and such dealers may reallow a concession not in excess of $0.10 per share
to certain other brokers and dealers. After the Offering, the public offering
price, the concession and reallowances to dealers and other selling terms may be
changed by the Underwriters.

The Company has granted to the Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of 422,575
additional shares of Common Stock to cover over-allotments, if any, at the same
price per share to be paid by the Underwriters for the other shares of Common
Stock offered hereby. If the Underwriters purchase any such additional shares
pursuant to the over-allotment option, each Underwriter will be committed,
subject to certain conditions, to purchase a number of the additional shares of
Common Stock proportionate to such Underwriter's initial commitment.

The Company, its directors and executive officers and the Selling
Stockholders, who will beneficially own an aggregate of 1,758,715 shares of the
Common Stock outstanding immediately

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after the Offering, have agreed with the Representatives, for a period of 120
days after the date of this Prospectus, not to issue, sell, offer to sell, grant
any options for the sale of, or otherwise dispose of any shares of Common Stock
or any rights to purchase shares of Common Stock (other than stock issued or
options granted pursuant to the Company's stock incentive plans), without the
prior written consent of Schroder & Co. Inc.

The Company and the Selling Stockholders have severally agreed to indemnify
the Underwriters against certain liabilities that may be incurred in connection
with the sale of the Common Stock, including liabilities arising under the
Securities Act, and to contribute to payments that the Underwriters may be
required to make with respect thereto.

Other than in the United States, no action has been taken by the Company or
the Underwriters that would permit a public offering of the shares of Common
Stock offered hereby in any jurisdiction where action for that purpose is
required. The shares of Common Stock offered hereby may not be offered or sold,
directly or indirectly, nor may this Prospectus or any other offering material
or advertisements in connection with the offer and sale of any such shares of
Common Stock be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable rules and
regulations of such jurisdiction. Persons into whose possession this Prospectus
comes are advised to inform themselves about and to observe any restrictions
relating to the Offering and the distribution of this Prospectus. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any shares of Common Stock offered hereby in any jurisdiction in which such
an offer or a solicitation is unlawful.

The Underwriters and dealers may engage in passive market making
transactions in the Common Stock in accordance with Rule 103 of Regulation M
promulgated by the Commission. In general, a passive market maker may not bid
for or purchase shares of Common Stock at a price that exceeds the highest
independent bid. In addition, the net daily purchases made by any passive market
maker generally may not exceed 30% of its average daily trading volume in the
Common Stock during a specified two month prior period, or 200 shares, whichever
is greater. A passive market maker must identify passive market making bids as
such on the Nasdaq electronic inter-dealer reporting system. Passive market
making may stabilize or maintain the market price of the Common Stock above
independent market levels. Underwriters and dealers are not required to engage
in passive market making and may end passive market making activities at any
time.

In connection with the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Common Stock. Specifically, the Underwriters may overallot the Offering,
creating a syndicate short position. The Underwriters may bid for and purchase
shares of Common Stock in the open market or cover such syndicate short position
or to stabilize the price of the Common Stock. These activities may stabilize or
maintain the market price of the Common Stock above independent market levels.
The Underwriters are not required to engage in these activities, and may end any
of these activities at any time.

James M. Hoak, a director of the Company and beneficial owner of
approximately 1.3 million shares of Common Stock, served as a director of Hoak
Breedlove Wesneski & Co., one of the Representatives, through March 1998. In
addition, Mr. Hoak is the Chairman and a principal stockholder of Hoak Breedlove
Wesneski & Co.'s parent corporation and Wayne Kern, a director of the Company,
is the Secretary of such parent corporation. As a result, Hoak Breedlove
Wesneski & Co. is deemed to be an affiliate of the Company for purposes of the
Conduct Rules of the National Association of Securities Dealers, Inc. (the "NASD
Conduct Rules"). Accordingly, the Offering is being made in compliance with Rule
2720 of the NASD Conduct Rules. See "Management," "Certain Transactions" and
"Principal and Selling Stockholders."

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VALIDITY OF SHARES

The validity of the Common Stock offered hereby will be passed upon for the
Company and the Selling Stockholders by Crouch & Hallett, L.L.P. Certain legal
matters related to the Offering will be passed on for the Underwriters by Akin,
Gump, Strauss, Hauer & Feld, L.L.P.

EXPERTS

The (i) consolidated financial statements of Dynamex Inc. and its
subsidiaries as of and for each of the years in the three-year period ended July
31, 1997 and (ii) financial statements of New York Document Exchange
Corporation, Eastside/Westside, Inc. and City Courier, Inc. as of and for the
year ended May 31, 1997 have been audited by Deloitte & Touche, independent
auditors, as stated in their reports appearing herein. Such financial statements
are included herein in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.

The financial statements of Road Runner Transportation, Inc. included in
the Prospectus have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their reports appearing herein, and are included in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.

AVAILABLE INFORMATION

The Company has filed a Registration Statement on Form S-1 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act with respect to the shares of Common
Stock offered hereby. This Prospectus, which is a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. Reference is hereby made to
the Registration Statement and to the exhibits and schedules thereto for further
information, which may be inspected without charge at the office of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of
which may be obtained from the Commission at prescribed rates. Statements
contained in this Prospectus relating to the contents of any contract or other
document referred to herein or therein are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement. Each such statement is qualified in its entirety by
such reference.

In addition, the Company is subject to the informational requirements of
the Securities Exchange Act and in accordance therewith files reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at the Regional Offices
of the Commission which are located as follows: 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can also be obtained from the
Commission at prescribed rates. Written requests for such material should be
addressed to the Public Reference Section, Securities and Exchange Commission,
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a Web
site that contains reports, proxy statements and other information filed
electronically by the Company with the Commission which can be accessed over the
internet at http://www.sec.gov.

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57

INDEX TO FINANCIAL STATEMENTS

PAGE
----

DYNAMEX INC. AND SUBSIDIARIES
Independent Auditors' Report.............................. F-2
Consolidated Balance Sheets, July 31, 1996 and 1997....... F-3
Consolidated Statements of Operations for each of the
years in the three-year period ended July 31, 1997..... F-4
Consolidated Statements of Stockholders' Equity for each
of years in the three-year period ended July 31,
1997................................................... F-5
Consolidated Statements of Cash Flows for each of the
years in the three-year period ended July 31, 1997..... F-6
Notes to the Consolidated Financial Statements............ F-7
Condensed Consolidated Balance Sheets, July 31, 1997 and
January 31, 1998 (unaudited)........................... F-16
Condensed Consolidated Statements of Operations
(unaudited) three and six months ended January 31, 1997
and 1998............................................... F-17
Condensed Consolidated Statements of Cash Flows
(unaudited) six months ended January 31, 1997 and
1998................................................... F-18
Notes to the Condensed Consolidated Financial Statements
(unaudited)............................................ F-19
NEW YORK DOCUMENT EXCHANGE CORPORATION, EASTSIDE/WESTSIDE,
INC., AND CITY COURIER, INC.
Independent Auditors' Report.............................. F-20
Combined Balance Sheet, May 31, 1997...................... F-21
Combined Statement of Operations for the year ended May
31, 1997............................................... F-22
Combined Statement of Stockholders' Equity for the year
ended May 31, 1997..................................... F-23
Combined Statement of Cash Flows for the year ended May
31, 1997............................................... F-24
Notes to the Combined Financial Statements................ F-25
ROAD RUNNER TRANSPORTATION, INC.
Independent Auditors' Report.............................. F-30
Balance Sheet, February 28, 1997.......................... F-31
Statement of Income, nine months ended February 28,
1997................................................... F-32
Statement of Stockholders' Equity, nine months ended
February 28, 1997...................................... F-33
Statement of Cash Flows, nine months ended February 28,
1997................................................... F-34
Notes to Financial Statements............................. F-35

F-1
58

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and
Stockholders of Dynamex Inc.

We have audited the accompanying consolidated balance sheets of Dynamex
Inc. and subsidiaries as of July 31, 1996 and 1997 and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three year period ended July 31, 1997. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Dynamex Inc. and subsidiaries
as of July 31, 1996 and 1997 and the results of their operations and their cash
flows for each of the years in the three year period ended July 31, 1997 in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE

Toronto, Canada
September 19, 1997 except for Notes 3(b) and 14
which are as of September 29, 1997 and March 20, 1998, respectively

F-2
59

DYNAMEX INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
JULY 31, 1996 AND 1997
(IN THOUSANDS EXCEPT SHARE DATA)

ASSETS

1996 1997
------- -------

CURRENT
Cash and cash equivalents................................. $ 894 $ 1,326
Accounts receivable (net of allowance for doubtful
accounts of $281 and $616 at July 31, 1996 and 1997,
respectively).......................................... 11,141 20,867
Prepaid and other current assets.......................... 856 3,301
Deferred income taxes..................................... -- 597
------- -------
12,891 26,091
PROPERTY AND EQUIPMENT -- net (Note 5)...................... 2,047 5,787
INTANGIBLES -- net (Note 4)................................. 18,196 54,036
DEFERRED OFFERING EXPENSES.................................. 763 --
DEFERRED INCOME TAXES....................................... -- 405
OTHER ASSETS................................................ 1,102 1,832
------- -------
$34,999 $88,151
======= =======
LIABILITIES
CURRENT
Accounts payable trade.................................... $ 1,088 $ 1,759
Accrued liabilities
Broker commissions..................................... 1,348 2,697
Wages.................................................. 667 1,803
Other.................................................. 3,431 4,696
Income taxes payable...................................... -- 2,968
Current portion of long-term debt (Note 6)................ 2,271 740
------- -------
8,805 14,663
LONG-TERM DEBT (Note 6)..................................... 20,036 32,388
------- -------
28,841 47,051
------- -------
COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' EQUITY
Preferred stock; $0.01 par value, 10,000,000 shares
authorized; none outstanding.............................. -- --
Common stock; $0.01 par value, 50,000,000 shares authorized;
7,337,505 (1996 -- 2,543,460) shares outstanding.......... 25 73
Stock warrants (Note 6)..................................... 624 --
Additional paid-in capital.................................. 8,756 40,967
Retained earnings (deficit)................................. (3,262) 250
Unrealized foreign currency translation adjustment.......... 15 (190)
------- -------
6,158 41,100
------- -------
$34,999 $88,151
======= =======

See accompanying notes to the consolidated financial statements.

F-3
60

DYNAMEX INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED JULY 31, 1995, 1996 AND 1997
(IN THOUSANDS EXCEPT PER SHARE DATA)

1995 1996 1997
------- ------- --------

SALES....................................................... $21,032 $71,812 $131,867
COST OF SALES............................................... 14,336 50,018 87,193
------- ------- --------
GROSS PROFIT................................................ 6,696 21,794 44,674
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................ 7,225 17,545 33,318
DEPRECIATION AND AMORTIZATION............................... 690 1,542 3,543
------- ------- --------
OPERATING INCOME (LOSS)..................................... (1,219) 2,707 7,813
INTEREST EXPENSE............................................ 403 1,655 1,481
------- ------- --------
INCOME (LOSS) BEFORE TAXES.................................. (1,622) 1,052 6,332
INCOME TAXES................................................ 3 176 2,485
------- ------- --------
NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM................. (1,625) 876 3,847
EXTRAORDINARY LOSS ON EARLY RETIREMENT OF DEBT (net of
income tax benefit of $222) (Note 6)...................... -- -- 335
------- ------- --------
NET INCOME (LOSS)........................................... $(1,625) $ 876 $ 3,512
======= ======= ========
EARNINGS PER COMMON SHARE -- BASIC (Note 14):
Income (loss) before extraordinary item................... $ (1.90) $ 0.34 $ 0.58
Extraordinary loss........................................ -- -- (0.05)
------- ------- --------
Net income (loss)......................................... $ (1.90) $ 0.34 $ 0.53
======= ======= ========
EARNINGS PER COMMON SHARE -- ASSUMING DILUTION (Note 14):
Income (loss) before extraordinary item................... $ (1.90) $ 0.23 $ 0.56
Extraordinary loss........................................ -- -- (0.05)
------- ------- --------
Net income (loss)......................................... $ (1.90) $ 0.23 $ 0.51
======= ======= ========
WEIGHTED AVERAGE SHARES (Note 14):
Common shares outstanding................................. 855 2,543 6,670
Adjusted common shares -- assuming exercise of stock
warrants and options................................... 855 3,732 6,839

See accompanying notes to the consolidated financial statements.

F-4
61

DYNAMEX INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEAR ENDED JULY 31, 1995, 1996 AND 1997
(IN THOUSANDS)

REDEEMABLE UNREALIZED
PREFERRED RETAINED FOREIGN
COMMON STOCK STOCK ADDITIONAL EARNINGS CURRENCY
--------------- --------------- PAID-IN (ACCUMULATED TRANSLATION
SHARES AMOUNT SHARES AMOUNT WARRANTS CAPITAL DEFICIT) ADJUSTMENT TOTAL
------ ------ ------ ------ -------- ---------- ------------ ----------- -------

BALANCE, AUGUST 1, 1994........ 516 $ 5 309 $ 3 $ -- $ 5,453 $(2,072) $ -- $ 3,389
Sale of common stock......... 608 6 -- -- -- 2,539 -- -- 2,545
Conversion of redeemable
preferred stock to common
stock...................... 1,236 12 (309) (3) -- (9) -- -- --
Dividend on redeemable
preferred stock............ -- -- -- -- -- -- (441) -- (441)
Dividend and interest expense
converted to common
stock...................... 183 2 -- -- -- 773 -- -- 775
Unrealized foreign currency
translation adjustment..... -- -- -- -- -- -- -- 7 7
Net loss..................... -- -- -- -- -- -- (1,625) -- (1,625)
----- ---- ---- ---- ----- ------- ------- ----- -------
BALANCE, JULY 31, 1995......... 2,543 25 -- -- -- 8,756 (4,138) 7 4,650
Sale of stock warrants....... -- -- -- -- 624 -- -- -- 624
Unrealized foreign currency
translation adjustment..... -- -- -- -- -- -- -- 8 8
Net income................... -- -- -- -- -- -- 876 -- 876
----- ---- ---- ---- ----- ------- ------- ----- -------
BALANCE, JULY 31, 1996......... 2,543 25 -- -- 624 8,756 (3,262) 15 6,158
Sale of common stock in
connection with IPO........ 2,990 30 -- -- -- 20,946 -- -- 20,976
Issuance of common stock in
connection with IPO
acquisitions............... 174 2 -- -- -- 1,386 -- -- 1,388
Issuance of common stock on
exercise of stock
warrants................... 540 5 -- -- (624) 633 -- -- 14
Issuance of common stock in
connection with
acquisitions............... 1,091 11 -- -- -- 9,246 -- -- 9,257
Unrealized foreign currency
translation adjustment..... -- -- -- -- -- -- -- (205) (205)
Net income................... -- -- -- -- -- -- 3,512 -- 3,512
----- ---- ---- ---- ----- ------- ------- ----- -------
BALANCE, JULY 31, 1997......... 7,338 $ 73 -- $ -- $ -- $40,967 $ 250 $(190) $41,100
===== ==== ==== ==== ===== ======= ======= ===== =======

See accompanying notes to the consolidated financial statements.

F-5
62

DYNAMEX INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED JULY 31, 1995, 1996 AND 1997
(IN THOUSANDS EXCEPT SHARE DATA)

1995 1996 1997
------- -------- --------

OPERATING ACTIVITIES
Net income (loss)....................................... $(1,625) $ 876 $ 3,512
Adjustment to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................ 678 1,542 3,543
Extraordinary loss on early retirement of debt....... -- -- 557
Deferred income taxes................................ -- -- (1,002)
Loss on disposal of property and equipment........... 12 -- --
Loss on disposal Tucson division..................... 18 -- --
Dividend and interest expense converted to common
stock.............................................. 57 -- --
Changes in assets and liabilities:
Accounts receivable.................................. (6) (627) (3,879)
Prepaids and other assets............................ 154 (341) (2,064)
Accounts payable and accrued liabilities............. (239) 922 3,806
------- -------- --------
Net cash provided by (used in) operating activities..... (951) 2,372 4,473
------- -------- --------
INVESTING ACTIVITIES
Payments for acquisitions............................... (7,794) (12,613) (31,331)
Purchase of property and equipment...................... (213) (579) (565)
Proceeds from sale of property and equipment............ 12 -- --
------- -------- --------
Net cash used in investing activities................... (7,995) (13,192) (31,896)
------- -------- --------
FINANCING ACTIVITIES
Principal payment on long term debt..................... (1,110) (5,064) (9,820)
Net borrowings under line of credit..................... 2,797 (2,686) --
Proceeds from issuance of long term debt................ 4,709 20,470 18,160
Proceeds from issuance of stock warrants................ -- 624 --
Net proceeds from sale of common stock.................. 2,460 -- 21,753
Dividends paid.......................................... (21) -- --
Other assets, deferred offering expenses and
intangibles.......................................... (255) (2,144) (2,033)
Unrealized foreign currency adjustment.................. 7 8 (205)
------- -------- --------
Net cash provided by financing activities............... 8,587 11,208 27,855
------- -------- --------
NET INCREASE (DECREASE) IN CASH........................... (359) 388 432
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR.............. 865 506 894
------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR.................... $ 506 $ 894 $ 1,326
======= ======== ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Cash paid for interest.................................. $ 403 $ 1,114 $ 1,261
Cash paid for taxes..................................... 21 109 500
======= ======== ========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
Assets acquired, liabilities assumed and consideration
paid for acquisitions were as follows:
Fair value of assets acquired........................ $10,188 $ 15,243 47,483
Liabilities assumed and incurred and issuance of
notes payable...................................... (7,268) (2,630) (5,507)
Issuance of common stock............................. -- -- (10,645)
------- -------- --------
$ 2,920 $ 12,613 $ 31,331
======= ======== ========

See accompanying notes to the consolidated financial statements.

F-6
63

DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Dynamex Inc. (formerly Parcelway Systems Holding Corp.) (the "Company")
provides same-day delivery and logistics services in the U.S. and Canada. The
Company's primary services are (i) same-day, on-demand delivery, (ii) scheduled
distribution and (iii) fleet management. The Company intends to continue to
expand its business through acquiring or developing businesses in additional
areas of the U.S. and Canada and in areas of its existing operations.

Principles of consolidation -- The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries: Dynamex
Operations East, Inc., Dynamex Operations West, Inc., Dynamex Canada Inc.
(formerly Parcelway Courier Systems Canada Ltd.), and Road Runner
Transportation, Inc. All significant intercompany balances and transactions are
eliminated on consolidation.

The accounts of Dynamex Canada Inc. have been translated into United States
dollars under the provision of Statement of Financial Accounting Standards No.
52 with the Canadian dollar as the functional currency. Translation adjustments
arising from the translation of Canada's financial statements into United States
dollars are reported as a separate component of equity.

Use of estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the balance
sheet dates and the reported amounts of revenues and expenses for the periods
presented. Actual results may differ from such estimates.

Property and equipment are stated at cost and are depreciated using the
straight-line method over their estimated useful lives or the term of the lease,
whichever is shorter, as follows:

Equipment............................................... 3-5 years
Furniture............................................... 5 years
Vehicles................................................ 7-12 years
Other................................................... 4 years

Intangibles arise from the acquisition of operations and include the excess
purchase price over net assets acquired, covenants not-to-compete and other
intangible costs. The excess purchase price over net assets acquired is being
amortized over periods from 5 to 25 years. The Company reviews the value
assigned to the excess purchase price over net assets acquired to determine if
it has been impaired by adverse conditions affecting the Company. Management is
of the opinion that there has been no diminution in the value assigned.
Covenants not-to-compete, trademarks and other intangibles are being amortized
over their estimated effective lives, generally five years. Total amortization
expense was $450,000, $944,000 and $2,444,000 for the years ended July 31, 1995,
1996 and 1997, respectively.

Other assets consist of financing fees incurred. These costs are being
amortized on a straight-line basis over the term of the related financing,
approximately five years.

Revenue recognition -- Revenue and direct expenses are recognized when
services are rendered to customers.

Cash and cash equivalents -- The Company considers all highly liquid
investments with a maturity of three months or less to be cash equivalents.

Fair value of financial instruments -- Carrying values of cash and cash
equivalents, accounts receivable, accounts payable trade and current portion of
long-term debt approximate fair value due

F-7
64
DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

to the short-term maturities of these assets and liabilities. Long-term debt
consists primarily of variable rate borrowings under the bank credit agreement.
The carrying value of these borrowings approximates fair value.

Derivative financial instruments -- The Company utilizes derivative
financial instruments, including interest rate swaps and caps, to reduce
interest rate fluctuation risk. Amounts paid or received by the Company under
these agreements are recorded as adjustments to interest expense. The Company
does not hold or issue derivative financial instruments for speculative or
trading purposes. In the event that a derivative financial instrument were
terminated prior to its contractual maturity, it is the Company's policy to
recognize the resulting gain or loss over the shorter of the remaining original
contract life of the derivative financial instrument or the remaining term of
the underlying hedged debt agreement.

Stock split -- On June 3, 1996, the Company declared a 4 for 1 stock split
(Note 11(a)). The effect of such stock split has been retroactively reflected in
the accompanying financial statements.

2. INITIAL PUBLIC OFFERING

On August 16, 1996, the Company completed an initial public offering (the
"IPO") whereby the Company sold 2,600,000 shares of Common Stock at $8.00 per
share. On September 10, 1996, the Underwriters exercised their over-allotment
option to purchase an additional 390,000 shares of Common Stock at the IPO
price. The net proceeds received by the Company from the IPO of approximately
$21,700,000 were applied as follows: (i) approximately $7,800,000 to pay the
cash portion of the consideration payable in connection with the IPO
Acquisitions, including repayment of assumed debt of approximately $325,000 and
the estimated transaction costs to effect the transactions of approximately
$400,000, (ii) approximately $2,400,000 to repay the note payable in connection
with the acquisition of Dynamex Express, (iii) the early retirement of the
Junior Subordinated Debentures of approximately $4,800,000 which resulted in an
extraordinary loss of $335,000 net of tax, and (iv) the balance to repay a
portion of the indebtedness under the Bank Credit Agreement.

3. ACQUISITIONS

a) On May 31, 1995, the Company acquired certain assets of Dynamex Express
Inc., the ground courier operations of Air Canada, for cash of $2,920,000 (plus
expenses of $164,000), a $4,709,000 note and the assumption of $2,558,000 in
liabilities.

On December 29, 1995, the Company acquired certain assets of Mayne Nickless
Courier Systems, Inc., Mayne Nickless Messenger Services, Inc. and Mayne
Nickless Canada Inc. (collectively "Mayne Nickless"), a same-day intracity on
demand ground courier service operating in various cities in the U.S. and
Canada, for cash of $11,868,000 (plus expenses of $399,000) and the assumption
of $2,058,418 in liabilities.

On June 30, 1996, the Company acquired the shares of Action Delivery and
Messenger Service Limited, a same-day on demand ground courier service operating
in Halifax, Nova Scotia, for cash of $147,000 (plus expenses of $22,000).

On August 16, 1996, simultaneously with the closing of the initial public
offering, the Company acquired the same-day delivery business of (i) Seidel
Enterprises, Inc. and the related company, (ii) Seko Enterprises, Inc. and
related companies, (iii) Southbank Courier, Inc. and (iv) K.H.B. & Associates
Ltd. for cash of approximately $8,410,000, the assumption of liabilities of
approximately $629,000 and 173,485 shares of common stock.

F-8
65
DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On October 1, 1996, the Company acquired the same-day delivery business of
Express-It, Inc. for cash and assumption of liabilities of approximately
$438,000 and 444,250 shares of common stock.

On May 16, 1997, the Company acquired the same-day delivery business of
Road Runner Transportation, Inc. for cash of approximately $12,201,000,
assumption of liabilities of approximately $1,827,000 and 350,000 shares of
common stock.

In addition to the above acquisition, during 1997, the Company acquired the
same-day delivery businesses of nine separate companies for cash of
approximately $10,676,000, assumption of liabilities of approximately $2,657,000
and 296,310 shares of common stock.

Each of these acquisitions has been accounted for using the purchase method
of accounting and the results of operations of these companies have been
included in these financial statements from the date of acquisition. The
following unaudited pro forma combined results of operations for the year ended
July 31, 1996 and 1997 are presented as if the acquisitions occurred August 1,
1995.

YEAR ENDED JULY 31
------------------------
1996 1997
---------- ----------
PRO FORMA PRO FORMA
---------- ----------
(UNAUDITED)
(IN THOUSANDS EXCEPT PER
SHARE DATA)

Sales....................................................... $150,523 $161,956
Net income.................................................. 2,132 4,301
-------- --------
Per share:
Net income................................................ $ 0.28 $ 0.57
======== ========

The Company has recorded the assets acquired as shown below (in thousands):

JULY 31
------------------
1996 1997
------- -------

Accounts receivable......................................... $ 3,413 $ 5,847
Property and equipment...................................... 546 2,757
Other assets................................................ -- 381
Intangibles................................................. 11,292 38,498
------- -------
Assets acquired............................................. $15,251 $47,483
======= =======

Consideration for these transactions consisted of the following (in
thousands):

JULY 31
------------------
1996 1997
------- -------

Cash........................................................ $12,613 $31,331
Issuance of common stock.................................... -- 10,645
Long-term debt.............................................. 453 1,924
Liabilities assumed......................................... 2,185 3,583
------- -------
$15,251 $47,483
======= =======

F-9
66
DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

b) Acquisitions subsequent to year end

On August 15, 1997, the Company acquired certain assets of Central Delivery
Service of Washington, Inc. for cash of approximately $541,000.

On September 26, 1997, the Company acquired the ground courier message
business of Road Management Systems, Inc., Consolidated Transportation Services,
Inc., D.D.S. Courier Service, Inc., Elite Courier Service, Inc., and Time
Courier, Inc. for cash of approximately $3,816,000 and 74,118 shares of common
stock.

On September 29, 1997, the Company acquired the same-day messenger business
of City Courier, Inc., New York Document Exchange Corporation, and
Eastside/Westside, Inc. for cash of approximately $14,606,000.

4. INTANGIBLES

Intangibles from the Company's various acquisitions consist of the
following (in thousands):

JULY 31
-----------------
1996 1997
------- -------

Goodwill.................................................... $17,875 $52,422
Covenants not to compete.................................... 1,206 4,746
Other....................................................... 602 602
------- -------
19,683 57,770
Less accumulated amortization............................... (1,487) (3,734)
------- -------
Intangibles -- net.......................................... $18,196 $54,036
======= =======

5. PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):

JULY 31
-----------------
1996 1997
------- -------

Equipment................................................... $ 2,024 $ 7,625
Furniture................................................... 186 1,172
Vehicles.................................................... 267 2,005
Other....................................................... 655 1,838
------- -------
3,132 12,640
Less accumulated depreciation............................... (1,085) (6,853)
------- -------
Property and equipment -- net............................... $ 2,047 $ 5,787
======= =======

Leased equipment under capital leases, included in property and equipment
total $780,000 (1996 -- $76,000) net of accumulated depreciation of $96,000
(1996 -- $57,000) as of July 31, 1997.

F-10
67
DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. LONG-TERM DEBT

JULY 31
-------------------
1996 1997
------- -------

Bank credit agreement(a).................................... $15,012 $31,535
Junior subordinated debentures(b)........................... 4,212 --
Note payable(c)............................................. 2,378 --
Seller financing notes and other(d)......................... 629 844
Capital lease obligations (Note 7).......................... 76 749
------- -------
22,307 33,128
Less current portion........................................ 2,271 740
------- -------
$20,036 $32,388
======= =======

a) Bank Credit Agreement

On August 26, 1997, the Company amended and restated its bank credit
agreement. Under the terms of the restated agreement, the Company may borrow up
to $75,000,000 (formerly $40,000,000) on a revolving basis through August 31,
2000, at which time any amounts outstanding under the facility are due. Interest
on outstanding borrowings is payable quarterly at prime, or various other
interest rate elections based on LIBOR plus an applicable margin. The applicable
margin ranges from 1.25% to 2.00% based on the ratio of the Company's funded
debt to cash flow, both as defined in the agreement. In addition, the Company is
required to pay a commitment fee of 0.50% of any unused amounts of the total
commitment. At July 31, 1997 the weighted average interest rate for then
outstanding borrowings under the credit agreement was 7.27%.

Borrowings under the agreement are secured by all of the Company's assets
in the United States and by 65% of the stock of the Company's Canadian
subsidiary. Prior to August, 1997 all Canadian assets were also pledged under
the agreement. The agreement contains restrictions on the payment of dividends,
incurring additional debt, capital expenditures and investments by the Company.
In addition, the Company is required to maintain certain financial ratios
related to minimum amounts of stockholders' equity, fixed charges to cash flow
and funded debt to cash flow, all as defined in the agreement. The agreement
also requires the Company to obtain the consent of the lender for additional
acquisitions in certain instances.

The Company has entered into interest rate protection agreements on a
portion of the borrowings under the revolving credit facility. Through an
interest rate swap, the interest rate on $15,000,000 of outstanding debt has
been fixed at 6.26%, plus the applicable margin, and a collar of between 5.50%
and 6.50%, plus the applicable margin, has been placed on $9,000,000 of
outstanding debt. Both of these hedging agreements have three year terms and
expire on August 31, 2000. The total cost of these agreements was approximately
$65,000 and is being amortized to interest expense over the term of the
agreements. The counterparty to these agreements is a major financial
institution with which the Company also has other financial relationships. The
Company believes that the risk of loss due to nonperformance by the counterparty
to these agreements is remote and, in any event, the amount of such loss would
be immaterial to the Company's results of operations.

b) Junior Subordinated Debentures

In connection with the acquisition of Mayne Nickless the Company issued
$4,500,000 face value of Junior Subordinated Debentures "Debentures" to certain
stockholders of the Company. The Debentures were subordinated to all other debt
for borrowed money and were recorded at their estimated fair value as of the
date of issue of $3,876,000. Interest was payable semi-annually and

F-11
68
DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

accrued at 12% through December 28, 1996 and at 18% thereafter. On June 28,
1996, the Company elected to pay $270,000 of interest in additional debentures.

The purchasers of the Debentures were also issued warrants to purchase an
aggregate of 1,080,000 shares reduced to 540,000 shares, of the Company's common
stock at a price of $0.025 per share. The warrants were recorded at their
estimated fair value of as of the date of issue of $624,000 and were amortized
over the term of the Debentures.

The Debentures were redeemed in full on August 16, 1996 with a portion of
the proceeds from the Company's initial public offering resulting in an
extraordinary loss on redemption of $335,000 (net of income tax benefit of
$222,000).

c) Note Payable

In connection with the acquisition of Dynamex Express, the Company issued
to the seller a note payable in the principal amount of $4,709,000 (Cdn
$6,450,000). Upon the acquisition of Mayne Nickless this note was repaid and
replaced with a new note bearing interest at 10%, in the principal amount of
$2,369,000 (Cdn $3,225,000). The note was repaid in full on August 16, 1996 with
a portion of the proceeds from the Company's initial public offering (see Note
2).

d) Seller Financing Notes and Other

In connection with various acquisitions (see Note 3) the Company issued
various notes to the sellers of those businesses. These notes bear interest at
varying rates based primarily on prime.

Scheduled principal payments in each of the next five years on long term
debt are as follows (in thousands):

1998.............................................. $ 740
1999.............................................. 521
2000.............................................. 199
2001.............................................. 31,617
2002.............................................. 51
-------
$33,128
=======

7. COMMITMENTS AND CONTINGENCIES

The Company leases certain equipment under properties and non-cancelable
lease agreements which expire at various dates.

At July 31, 1997, minimum annual lease payments for such leases are as
follows (in thousands):

CAPITAL OPERATING
LEASES LEASES
------- ---------

1998........................................................ $362 $ 1,442
1999........................................................ 237 1,059
2000........................................................ 78 662
2001........................................................ 74 408
2002........................................................ 51 194
----
802
Less amount representing interest........................... 53
----
Net present value of future minimum lease payments.......... $749
====

F-12
69
DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Rent expense related to the operating leases amounted to approximately
$458,000, $1,177,000 and $2,056,000 for the years ended July 31, 1995, 1996 and
1997, respectively.

From time to time, the Company becomes involved in various legal matters
which it considers to be in the ordinary course of business. While the Company
is not currently able to determine the potential liability, if any, related to
such matters, the Company believes none of the matters, individually or in the
aggregate, will have a material adverse effect on its financial position.

8. INCOME TAXES

As of August 1, 1992, the Company adopted Statement of Financial Accounting
Standards No. 109 ("SFAS No. 109"), Accounting for Income Taxes, which requires
an asset and liability approach for financial accounting and reporting for
income taxes. For purposes of reporting the Company's deferred tax items under
the provisions of SFAS No. 109, the deferred tax asset of approximately $640,000
as of July 31, 1996, arising principally from the available net operating loss
carryforward, has not been reported as an asset due to a valuation allowance.

The differences in income tax provided and the amounts determined by
applying the combined statutory tax rate to income before income taxes result
from the following (in thousands):

YEAR ENDED JULY 31
------------------------
1995 1996 1997
----- ----- ------

Canadian federal and provincial tax rate................ 45% 45% 44%
United States federal and state tax rate................ 40 40 42%
----- ----- ------
Combined statutory tax rate............................. 44% 44% 43%
===== ===== ======
Income tax based on combined statutory rate............. $(714) $ 463 $2,723
Add (deduct) the effect of:
Benefit of net operating losses....................... (186) (470) (476)
Non-deductible expenses and other -- net.............. 189 183 238
Valuation allowance................................... 714 -- --
----- ----- ------
$ 3 $ 176 $2,485
===== ===== ======

Differences between accounting rules and tax laws cause differences between
the bases of certain assets and liabilities for financial reporting purposes and
tax purposes. The tax effects of these differences, to the extent they are
temporary, are recorded as deferred tax assets and liabilities under SFAS 109
and consisted of the following components as at July 31, 1997.

Deferred tax assets:
Allowance for doubtful accounts........................... $ 206
Accrued vacation.......................................... 112
Accrued worker compensation............................... 211
Accrued severance payments................................ 67
Other..................................................... 1
------
597
Capital assets............................................ 405
------
$1,002
======

F-13
70
DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. FOREIGN OPERATIONS

Amounts included in the consolidated financial statements applicable to
Canada were as follows (in thousands):

YEAR ENDED JULY 31
-----------------------------
1995 1996 1997
------- ------- -------

Revenues............................................ $15,094 $52,249 $68,690
Operating income (loss)............................. (78) 7,759 5,338
Identifiable assets................................. 13,324 17,274 23,059

10. RELATED PARTY TRANSACTIONS

During the year ended July 31, 1995, the Company paid approximately
$146,000 to a related party for consulting services in connection with
acquisition of Dynamex Express Inc. and other advisory services. During the year
ended July 31, 1996 the Company paid a related party $70,000 for investment
banking services rendered in connection with the Company's acquisition of Mayne
Nickless and $165,000 for the arrangement of bank financing related to that
acquisition. During the year ended July 31, 1997 the company paid a related
party approximately $367,000 in connection with the underwriting of the
Company's initial public offering.

11. STOCKHOLDERS' EQUITY

On December 20, 1995, the Company restated its certificate of incorporation
to change its name from Parcelway Systems Holding Corp. to Dynamex Inc. The
certificate of incorporation was also restated to increase the authorized
capital stock to 10,000,000 shares of $0.01 per value common stock and to
3,000,000 shares of $0.01 per value preferred stock.

On June 3, 1996, the Company restated its certificate of incorporation to
increase the authorized capital stock to 50,000,000 shares of $0.01 par value
common stock and to 10,000,000 shares of $0.01 par value preferred stock. The
Company then effected a common stock split in the form of a dividend where it
distributed three shares of common stock for every common share outstanding. The
effect of the dividend was to increase the number of common shares outstanding
from 635,865 to 2,543,460.

Rights Agreement

In June 1996, the Board of Directors of the Company approved a Rights
Agreement which is designed to protect stockholders should the Company become
the target of coercive and unfair takeover tactics. Pursuant to the Rights
Agreement, the Board of Directors declared a dividend of one preferred stock
purchase right (a "Right") for each outstanding share of Common Stock on May 31,
1996. Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of the Series A Preferred Stock, at a price of $45.00
per one one-hundredth of a share of Series A Preferred Stock, subject to
possible adjustment.

12. STOCK OPTION PLAN

a) Effective June 5, 1996, the Company's stockholders approved the 1996
Stock Option Plan (the "Option Plan"). The maximum aggregate amount of Common
Stock with respect to which options may be granted is 620,000. The Option Plan
provides for the granting of both incentive stock options and non-qualified
stock options. In addition, the Option Plan provides for the granting of
restricted stock, which may include, without limitation, restrictions on the
right to vote such shares

F-14
71
DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and restrictions on the right to receive dividends on such shares. The exercise
price of all options granted under the Option Plan may not be less than the fair
market value of the underlying Common Stock on the date of grant option.

Options to purchase 471,384 shares are outstanding and (i) 214,384 of these
options have a weighted average exercise price of $3.84 per share and expire
between November 2003 and July 2005 and (ii) 257,000 of these options (which
were granted in connection with the Offering and are exercisable at $8.00 per
share) expire in August 2006. A total of 148,616 shares remained available for
future grants under the Option Plan.

b) Stock-Based Compensation

Had compensation cost for stock option plan been determined based upon fair
values of the grant dates for awards under this plan consistent with the
methodology prescribed under Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation", the Company's net income and
earnings per share would have been reduced by approximately $1,650,000 or $0.24
per share in 1997. The fair value of each grant is estimated on the date of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in 1997; dividend yield of 0%,
expected volatility of 64%, risk-free interest rate of 8.35%, and expected lives
of an average of 10 years.

13. SELLING, GENERAL AND ADMINISTRATIVE

Included in selling, general and administrative expenses for the years
ended July 31, 1995, 1996, and 1997 are bad debt expenses of $155,000, $462,000
and $559,000, respectively.

14. SUBSEQUENT EVENT

In February 1997, the Financial Accounting Standards Board Issued Statement
of Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings Per
Share," which requires presentation of basic and diluted earnings per share.
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for the
reporting period. Diluted earnings per share reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock. As required, the Company adopted the
provisions of SFAS No. 128 in the quarter ended January 31, 1998. All prior
period weighted average and per share information has been restated in
accordance with SFAS No. 128. Stock options and stock warrants issued by the
Company represent the only dilutive effect reflected in diluted weighted average
shares.

* * * * * *

F-15
72

DYNAMEX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE DATA)

ASSETS

JULY 31, JANUARY 31,
1997 1998
-------- -----------
(UNAUDITED)

CURRENT
Cash and cash equivalents................................. $ 1,326 $ 1,483
Accounts receivable -- net................................ 20,867 25,553
Prepaid and other current assets.......................... 3,301 4,436
Deferred income taxes..................................... 597 593
------- --------
26,091 32,065
PROPERTY AND EQUIPMENT -- net............................... 5,787 7,047
INTANGIBLES -- net.......................................... 54,036 69,313
DEFERRED INCOME TAXES....................................... 405 397
OTHER ASSETS................................................ 1,832 1,997
------- --------
$88,151 $110,819
======= ========

LIABILITIES

CURRENT
Accounts payable trade.................................... $ 1,759 $ 928
Accrued liabilities....................................... 9,196 11,057
Income taxes payable...................................... 2,968 727
Current portion of long-term debt......................... 740 525
------- --------
14,663 13,237
LONG-TERM DEBT.............................................. 32,388 54,794
------- --------
47,051 68,031
------- --------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

Preferred stock; $0.01 par value, 10,000,000 shares
authorized; none outstanding.............................. -- --
Common stock; $0.01 par value, 50,000,000 shares authorized;
7,337,505 and 7,411,623 shares outstanding................ 73 74
Additional paid-in capital.................................. 40,967 41,646
Retained earnings........................................... 250 2,257
Unrealized foreign currency translation adjustment.......... (190) (1,189)
------- --------
41,100 42,788
------- --------
$88,151 $110,819
======= ========

See accompanying notes to the condensed consolidated financial statements.

F-16
73

DYNAMEX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)

THREE MONTHS ENDED SIX MONTHS ENDED
JANUARY 31, JANUARY 31,
------------------ ------------------
1997 1998 1997 1998
------- ------- ------- -------

SALES............................................ $29,946 $48,712 $56,846 $95,262
COST OF SALES.................................... 20,106 32,623 38,099 64,137
------- ------- ------- -------
GROSS PROFIT..................................... 9,840 16,089 18,747 31,125
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES..... 7,638 11,773 14,564 22,887
DEPRECIATION AND AMORTIZATION.................... 834 1,453 1,517 2,857
------- ------- ------- -------
OPERATING INCOME................................. 1,368 2,863 2,666 5,381
INTEREST EXPENSE................................. 236 1,071 508 1,899
------- ------- ------- -------
INCOME BEFORE TAXES.............................. 1,132 1,792 2,158 3,482
INCOME TAXES..................................... 453 753 861 1,475
------- ------- ------- -------
INCOME BEFORE EXTRAORDINARY ITEM................. 679 1,039 1,297 2,007
EXTRAORDINARY LOSS ON EARLY RETIREMENT OF DEBT
(net of income tax benefit of $222)............ -- -- (335) --
------- ------- ------- -------
NET INCOME....................................... $ 679 $ 1,039 $ 962 $ 2,007
======= ======= ======= =======
EARNINGS PER COMMON SHARE -- BASIC:
Income before extraordinary item............... $ 0.10 $ 0.14 $ 0.20 $ 0.27
Extraordinary loss............................. -- -- (0.05) --
------- ------- ------- -------
Net income..................................... $ 0.10 $ 0.14 $ 0.15 $ 0.27
======= ======= ======= =======
EARNINGS PER COMMON SHARE -- ASSUMING DILUTION:
Income before extraordinary item............... $ 0.10 $ 0.14 $ 0.20 $ 0.27
Extraordinary loss............................. -- -- (0.05) --
------- ------- ------- -------
Net income..................................... $ 0.10 $ 0.14 $ 0.15 $ 0.27
======= ======= ======= =======
WEIGHTED AVERAGE SHARES:
Common shares outstanding...................... 6,759 7,412 6,223 7,387
Adjusted common shares -- assuming exercise of
stock options............................... 6,947 7,616 6,443 7,558

See accompanying notes to the condensed consolidated financial statements.

F-17
74

DYNAMEX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

SIX MONTHS ENDED
JANUARY 31,
--------------------
1997 1998
-------- --------

OPERATING ACTIVITIES
Net income................................................ $ 962 $ 2,007
Adjustment to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization.......................... 1,517 2,857
Extraordinary loss on early retirement of debt......... 558 --
Unrealized foreign currency adjustment................. 180 (999)
Changes in current assets and current liabilities:
Accounts receivable.................................. (1,780) (1,650)
Prepaids and other assets............................ (361) 99
Accounts payable and accrued liabilities............. 1,770 (2,828)
-------- --------
Net cash provided by (used in) operating activities....... 2,846 (514)
-------- --------
INVESTING ACTIVITIES
Payments for acquisitions................................. (14,129) (18,963)
Purchase of property and equipment........................ (759) (1,857)
-------- --------
Net cash used in financing activities..................... (14,888) (20,820)
-------- --------
FINANCING ACTIVITIES
Principal payment on long-term debt....................... (8,051) --
Net borrowing under line of credit........................ -- 22,004
Net proceeds from sale of common stock.................... 21,148 --
Other assets, deferred offering expenses and
intangibles............................................ (350) (513)
-------- --------
Net cash provided by financing activities................. 12,747 21,491
-------- --------
NET INCREASE IN CASH........................................ 705 157
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............. 894 1,326
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 1,599 $ 1,483
======== ========
SUPPLEMENTAL DISCLOSURE ON NON-CASH INFORMATION
Cash paid for interest.................................... $ 559 $ 1,636
======== ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
In conjunction with the acquisitions described, liabilities
were assumed as follows:
Fair value of assets acquired............................. $ 18,401 $ 20,809
Cash paid................................................. (14,129) (18,963)
-------- --------
Liabilities assumed and incurred.......................... $ 4,272 $ 1,846
======== ========

See accompanying notes to the condensed consolidated financial statements.

F-18
75

DYNAMEX INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

Dynamex Inc. (the "Company") provides same-day delivery and logistics
services in the United States and Canada. The Company's primary services are (i)
same-day, on-demand delivery, (ii) scheduled distribution and (iii) fleet
management.

The financial statements of the Company include the accounts of the Company
and its wholly-owned subsidiaries: Dynamex Operations East, Inc., Dynamex
Operations West, Inc., Dynamex Canada Inc., Road Runner Transportation, Inc. and
New York Document Exchange Corporation. All significant intercompany balances
and transactions are eliminated on consolidation. The accounts of Dynamex Canada
Inc. are translated into United States dollars with the Canadian dollar as the
functional currency.

The accompanying interim financial statements are unaudited. Certain
information and disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been condensed
or omitted, although the Company believes the disclosures included herein are
adequate to make the information presented not misleading. These interim
financial statements should be read in conjunction with the Company's financial
statements for the fiscal year ended July 31, 1997.

The accompanying interim financial statements contain all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the Company's financial position at January 31, 1998, and the
results of its operations and its cash flows for the three and six month periods
ended January 31, 1998 and 1997. The results of the interim periods presented
are not necessarily indicative of results to be expected for the full fiscal
year.

2. ACQUISITIONS

Through three separate transactions during the six months ended January 31,
1998, the Company acquired the same-day delivery business of companies operating
in Hartford, Connecticut, Boston, Massachusetts, Atlanta, Georgia and New York,
New York for total consideration of approximately $19.0 million in cash and
74,118 shares of common stock.

In March 1998, the Company completed the acquisition of a same-day delivery
company in Memphis, Tennessee for total consideration of approximately $1.6
million in cash.

3. EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings Per
Share," which requires presentation of basic and diluted earnings per share.
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for the
reporting period. Diluted earnings per share reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock. As required, the Company adopted the
provisions of SFAS No. 128 in the quarter ended January 31, 1998. All prior
period weighted average and per share information has been restated in
accordance with SFAS No. 128. Outstanding stock options issued by the Company
represent the only dilutive effect reflected in diluted weighted average shares.

F-19
76

INDEPENDENT AUDITORS' REPORT

To the Stockholders of
New York Document Exchange Corporation,
Eastside-Westside, Inc., and City Courier, Inc.

We have audited the accompanying combined balance sheet of New York
Document Exchange Corporation, Eastside-Westside, Inc., and City Courier, Inc.
(the "Companies"), all of which are under common ownership and common
management, as of May 31, 1997 and the related combined statements of
operations, stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Companies' management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such combined financial statements present fairly, in all
material respects, the combined financial position of the Companies' at May 31,
1997 and the combined results of their operations and their combined cash flows
for the year then ended in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE

Toronto, Canada
August 1, 1997

F-20
77

NEW YORK DOCUMENT EXCHANGE CORPORATION,
EASTSIDE-WESTSIDE, INC., AND CITY COURIER, INC.

COMBINED BALANCE SHEET
MAY 31, 1997

ASSETS

CURRENT
Cash...................................................... $ 338,480
Accounts receivable (net of allowance for doubtful
accounts of $59,488)................................... 2,155,850
Due from affiliates....................................... 83,329
Stockholders' loans receivable............................ 296,495
Other current assets (Note 4)............................. 138,920
----------
3,013,074
PROPERTY AND EQUIPMENT (Note 5)............................. 94,212
INTANGIBLES, NET (Note 6)................................... 8,604
OTHER ASSETS................................................ 29,730
----------
$3,145,620
==========
LIABILITIES
CURRENT
Accounts payable.......................................... $ 206,481
Accrued payroll........................................... 241,650
Accrued workmen's compensation............................ 177,680
Other accrued liabilities................................. 35,932
Accrued death benefit (Note 9)............................ 1,500,000
Income taxes payable...................................... 152,365
Line of credit (Note 7)................................... 196,298
Capital lease obligation -- current (Note 8).............. 26,225
Deferred taxes payable.................................... 413,823
----------
2,950,454
CAPITAL LEASE OBLIGATIONS (Note 8).......................... 14,372
----------
2,964,826
----------
COMMITMENTS AND CONTINGENCIES (Note 12)..................... --
STOCKHOLDERS' EQUITY
Common stock
New York Document Exchange Corporation -- ($1 par value;
authorized 200 shares; issued 150 shares).............. 150
Eastside-Westside, Inc. -- ($5 par value; authorized 200
shares; issued 111 shares)............................. 555
City Courier, Inc. (No par value; authorized 200 shares;
issued 100 shares)..................................... 41,000
Additional paid-in capital.................................. 58,651
Treasury stock.............................................. (500)
Stock subscription receivable............................... (1,000)
Retained earnings........................................... 81,938
----------
180,794
----------
$3,145,620
==========

See notes to combined financial statements.

F-21
78

NEW YORK DOCUMENT EXCHANGE CORPORATION,
EASTSIDE-WESTSIDE, INC., AND CITY COURIER, INC.

COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MAY 31, 1997

REVENUE..................................................... $21,835,219
COST OF SALES............................................... 16,657,053
-----------
GROSS MARGIN................................................ 5,178,166
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................ 4,592,612
-----------
OPERATING INCOME............................................ 585,554
INTEREST EXPENSE............................................ 46,388
-----------
INCOME BEFORE UNDERNOTED ITEM AND INCOME TAXES.............. 539,166
DEATH BENEFIT EXPENSE (Note 9).............................. 1,500,000
-----------
LOSS BEFORE INCOME TAXES.................................... (960,834)
INCOME TAXES (Note 10)...................................... 113,790
-----------
NET LOSS.................................................... $(1,074,624)
===========

See notes to combined financial statements.

F-22
79

NEW YORK DOCUMENT EXCHANGE CORPORATION,
EASTSIDE-WESTSIDE, INC., AND CITY COURIER, INC.

COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED MAY 31, 1997

NEW YORK DOCUMENT
EXCHANGE CORPORATION EAST-WESTSIDE, INC. CITY COURIER, INC.
--------------------------- -------------------------- ------------------- ADDITIONAL
NUMBER NUMBER NUMBER PAID-IN
OF SHARES AMOUNT OF SHARES AMOUNT OF SHARES AMOUNT CAPITAL
------------ ------------ --------- -------------- --------- ------- ----------

BALANCE, BEGINNING OF
YEAR............... 150 $150 111 $555 100 $41,000 $108,195
NET LOSS............. -- -- -- -- -- -- --
TREASURY STOCK
REACQUIRED....... -- -- -- -- -- -- (49,544)
--- ---- --- ---- --- ------- --------
BALANCE, END
OF YEAR............ 150 $150 111 $555 100 $41,000 $ 58,651
=== ==== === ==== === ======= ========

TREASURY STOCK
---------------------- STOCK
NUMBER SUBSCRIPTION RETAINED
OF SHARES AMOUNT RECEIVABLE EARNINGS TOTAL
----------- -------- ------------ ----------- -----------

BALANCE, BEGINNING OF
YEAR............... -- $ -- $(1,000) $ 1,156,562 $ 1,305,462
NET LOSS............. -- -- -- (1,074,624) (1,074,624)
TREASURY STOCK
REACQUIRED....... 50 (500) -- -- (50,044)
-- ----- ------- ----------- -----------
BALANCE, END
OF YEAR............ 50 $(500) $(1,000) $ 81,938 $ 180,794
== ===== ======= =========== ===========

See notes to combined financial statements.

F-23
80

NEW YORK DOCUMENT EXCHANGE CORPORATION,
EASTSIDE-WESTSIDE, INC., AND CITY COURIER, INC.

COMBINED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDING MAY 31, 1997

OPERATING ACTIVITIES:
Net loss.................................................. $(1,074,624)
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 52,415
Deferred income taxes.................................. (106,553)
Changes in assets and liabilities
Increase in accounts receivable........................ (96,027)
Increase in due from affiliates........................ (61,100)
Increase in other current assets....................... (32,849)
Increase in accounts payable and accrued expenses...... 1,515,760
Increase in income taxes payable....................... 100,897
-----------
Net cash provided by operating activities................. 297,919
-----------
FINANCING ACTIVITIES:
Obligations under capital lease........................... (23,583)
Borrowings on credit facility............................. 695,000
Repayments of credit facility............................. (695,000)
Reacquisition of common stock............................. (50,044)
Advances to stockholders.................................. (69,725)
-----------
Net cash used in financing activities..................... (143,352)
-----------
INVESTING ACTIVITIES:
Acquisition of property and equipment..................... (27,106)
Increase in other assets.................................. 2,178
-----------
Net cash used in investing activities..................... (24,928)
-----------
NET INCREASE IN CASH........................................ 129,639
CASH, BEGINNING OF THE YEAR................................. 208,841
-----------
CASH, END OF THE YEAR....................................... $ 338,480
===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid......................................... $ 68,746
Interest paid............................................. $ 46,388
===========

See notes to combined financial statements.

F-24
81

NEW YORK DOCUMENT EXCHANGE CORPORATION,
EASTSIDE-WESTSIDE, INC., AND CITY COURIER, INC.

NOTES TO THE COMBINED FINANCIAL STATEMENTS
MAY 31, 1997

1. BUSINESS AND ORGANIZATION

New York Document Exchange Corporation, Eastside-Westside, Inc., and City
Courier, Inc. (collectively the "Companies") provide facility management,
overnight courier, messenger, and mail box subscription services in the New York
City metropolitan area. The majority of revenues are earned from messenger and
facilities management services.

2. PRINCIPLES OF COMBINATION

The Companies are commonly owned by a single shareholder and operate under
common management, and have been combined due to their interdependence and form
of operations. The combined financial statements include the accounts of the
Companies after all intercompany balances have been eliminated.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue recognition

The Companies recognize messenger service revenue when deliveries are
completed or services are performed. Facilities management service revenue is
recognized in accordance with the terms of the customer contract.

Property and equipment

Property and equipment are recorded at cost less accumulated depreciation.
Depreciation is provided annually at rates calculated to write-off the assets
over their estimated useful lives as follows:

Furniture and fixtures........ -- 5-7 years -- straight-line basis
Computer software............. -- 5 years -- straight-line basis
Leaseholds.................... -- applicable useful life or lease term if shorter

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Income taxes

New York Document Exchange Corporation and City Courier, Inc., with the
consent of its stockholders, have elected under the Internal Revenue and the New
York State Tax Codes to be S corporations. In lieu of corporation income taxes,
the stockholders of an S corporation are taxed on their proportionate share of
the Company's taxable income. Therefore no provision or liability for federal
income tax has been included in the financial statements. Provision for New York
state income taxes has been included to the extent the corporate tax rate
exceeds the highest personal income tax rate. The City of New York does not
recognize S corporation status, therefore, a provision has been made for New
York City corporation taxes.

Eastside-Westside, Inc., is a C corporation, as such the financial
statements include a provision for federal, state and local corporation taxes.

F-25
82
NEW YORK DOCUMENT EXCHANGE CORPORATION,
EASTSIDE-WESTSIDE, INC., AND CITY COURIER, INC.

NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
MAY 31, 1997

Fair value of financial instruments

The financial statements include the following financial instruments: cash,
trade accounts receivable, due from affiliates, stockholders' loans receivable,
accounts payable, and the bank indebtedness. With the exception of the bank
indebtedness, no separate comparison of fair values is presented for the
aforementioned financial instruments since their fair values are not
significantly different that their balance sheet carrying values. Based upon
prevailing market interest rates, the fair value of the bank indebtedness
approximates its carrying value.

4. OTHER CURRENT ASSETS

Other current assets consist of the following:

Employee and messenger loans and advances................... $ 45,328
Prepaid expenses............................................ 25,599
Prepaid insurance........................................... 67,993
--------
$138,920
========

5. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Furniture and equipment..................................... $479,307
Computer software........................................... 6,719
Leasehold improvements...................................... 26,263
--------
512,289
Accumulated depreciation.................................... 418,077
--------
$ 94,212
========

Included in property and equipment are assets recorded under capital leases
aggregating $75,454, with related accumulated depreciation of $21,877.

6. INTANGIBLES

Intangibles, arising from the purchase of assets of another company, are
carried at cost and amortized on a straight-line basis over the life of the
agreements or a period of 5 to 10 years. Intangibles consist of the following:

Covenant not to compete..................................... $239,925
Customer lists.............................................. 38,388
Customer contracts.......................................... 50,383
Organizational costs........................................ 28,161
--------
356,857
Accumulated amortization.................................... 348,253
--------
$ 8,604
========

F-26
83
NEW YORK DOCUMENT EXCHANGE CORPORATION,
EASTSIDE-WESTSIDE, INC., AND CITY COURIER, INC.

NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
MAY 31, 1997

7. LINE OF CREDIT

The line of credit is due on demand. The balance represents the amount
drawn on a $300,000 revolving line of credit. The outstanding balance may not
exceed 80% of eligible accounts receivable as defined. The loan is evidenced by
ninety-day notes which bear interest at the prime rate plus 2%. The loan is
guaranteed by the stockholders' of the Companies. Interest on the note payable
for the year amounted to $17,887.

The stockholders of the Companies have negotiated a credit facility with a
bank, whereby the stockholders may borrow up to $750,000 under a demand note
payable, bearing interest at the bank's base lending rate plus 1% per annum. The
proceeds of this loan are for the direct use of the Companies. Borrowings under
this agreement have been guaranteed by the stockholders, with a cross guaranty
by the Companies. The bank has further secured the loan by a lien on the
Companies' assets. At May 31, 1997 no outstanding balance existed. Interest
expense incurred during the year related to this loan amounted to $19,601.

8. LEASES

The Companies are obligated under various non-cancellable capital and
operating leases for computer and office equipment, and storage space. Rent
expense, under the operating leases aggregated $180,521, for the year ended May
31, 1997. Minimum future rental commitments under the capital and operating
leases at May 31, 1997 are as follows:

CAPITAL
LEASE OPERATING
OBLIGATIONS LEASES
----------- ---------

1998........................................................ $ 30,249 $148,442
1999........................................................ 15,241 113,510
2000........................................................ -- 108,417
2001........................................................ -- 72,117
2002........................................................ -- 40,058
-------- --------
Total minimum payments...................................... 45,490 $482,544
========
Less: amount representing interest.......................... (4,893)
--------
Total present value of net minimum lease payments at May 31,
1997...................................................... 40,597
Less: current portion....................................... (26,225)
--------
Long-term portion........................................... $ 14,372
========

Interest expense includes $8,900 with respect to these capital lease
obligations.

9. ACCRUED DEATH BENEFIT

On August 15, 1996 Eastside-Westside, Inc. entered into a salary
continuation and death benefit agreement with a stockholder. The agreement
stated that in the event of the stockholder's death, which occurred in November
1996, the spouse or the estate is entitled to receive weekly payments for a
period of ten years, and other related benefits. If during the term of the
agreement, Eastside-Westside, Inc. is sold, the spouse or the estate then
becomes entitled to receive immediate payment. This amount is estimated at
$1,500,000 and due to the pending sale of Eastside-Westside,

F-27
84
NEW YORK DOCUMENT EXCHANGE CORPORATION,
EASTSIDE-WESTSIDE, INC., AND CITY COURIER, INC.

NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
MAY 31, 1997

Inc. the amount has been accrued as a current liability and included in the
determination of the net loss for the year.

10. PROVISION FOR FEDERAL, STATE AND LOCAL INCOME TAXES

Provisions for federal, state and local income taxes consist of the
following:

CURRENT DEFERRED TOTAL
-------- -------- --------

Federal............................ $ 80,740 $(40,535) $ 40,205
State.............................. 32,090 (9,110) 22,980
Local.............................. 42,215 8,390 50,605
-------- -------- --------
$155,045 $(41,255) $113,790
======== ======== ========

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

The sources of the net deferred tax liability relate to
differences between accrual and cash accounting........... $413,823
========

In addition to the amount disclosed above, there is a potential tax benefit
of approximately $680,000 related to the death benefit expense, which has been
offset by a valuation allowance.

The effective tax rate on income before taxes differs from the United
States statutory rate. The following summary reconciles taxes at the United
States statutory rate with the effective rates:

Taxes on income at U.S. statutory rate...................... 34.0%
Increase (reduction) in taxes resulting from
State and local income taxes (net of federal tax
benefit)............................................... 9.0
Corporations taxed as electing S corporation status....... (25.2)
Vacation allowance........................................ (32.9)
Other..................................................... 3.3
-----
Taxes on income at effective rates.......................... (11.8)%
=====

11. RELATED PARTY TRANSACTIONS

The Companies have advanced funds to three of their stockholders which are
non-interest bearing and are due on demand. Amounts due to the Companies from
these stockholders totalled $296,495 as of May 31, 1997.

The Companies provide services to a company which is controlled by a
stockholder. $1,888,035 is included in revenue. At May 31, 1997 the balance due
from this Company totalled $19,579.

New York Document Exchange Corporation utilizes the services of independent
contractors that are employed by a company which is controlled by a stockholder.
For the year ended May 31, 1997, $1,888,035 of services are included in Trucking
expense. At May 31, 1997 $62,565 is owed to the Companies.

F-28
85
NEW YORK DOCUMENT EXCHANGE CORPORATION,
EASTSIDE-WESTSIDE, INC., AND CITY COURIER, INC.

NOTES TO THE COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
MAY 31, 1997

12. COMMITMENTS AND CONTINGENCIES

New York Document Exchange Corporation and City Courier, Inc. are currently
being audited by the United States Department of Labor, Wage and Hour Division,
to determine if they are in compliance with the Fair Labor Standards Act. To
date, the Department of Labor has not issued an assessment nor has it quantified
the amount of back wages, if any, that may be due as a result of the
examination.

13. LETTER OF INTENT

On May 15, 1997, holders of the Companies' voting common stock signed a
non-binding letter of intent to sell all of the Companies' common stock. There
can be no assurances the sale will be completed.

F-29
86

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Road Runner Transportation, Inc.

We have audited the accompanying balance sheet of Road Runner
Transportation, Inc. (the "Company") as of February 28, 1997, and the related
statements of income, stockholders' equity and cash flows for the nine months
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of February
28, 1997, and the results of its operations and its cash flows for the nine
months then ended, in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Dallas, Texas
April 14, 1997

F-30
87

ROAD RUNNER TRANSPORTATION, INC.

BALANCE SHEET
FEBRUARY 28, 1997

ASSETS

CURRENT ASSETS:
Cash...................................................... $ 12,715
Receivables:
Trade, net of allowance for doubtful accounts of
$30,000 (Note 7)...................................... 1,995,115
Related parties (Note 6)............................... 97,940
Other.................................................. 2,035
Inventories............................................... 17,383
Prepaid expenses.......................................... 67,111
----------
Total current assets.............................. 2,192,299
----------
PROPERTY AND EQUIPMENT, AT COST (Notes 3 and 4):
Leasehold improvements.................................... 154,454
Office furniture and equipment............................ 248,192
Radios.................................................... 679,791
Data processing equipment................................. 2,191,448
Transportation and other delivery equipment............... 2,106,790
----------
5,380,675
Less accumulated depreciation............................. 2,817,138
----------
Property and equipment, net............................... 2,563,537
----------
OTHER ASSETS:
Tax deposits.............................................. 119,631
Other..................................................... 86,171
----------
205,802
----------
TOTAL ASSETS................................................ $4,961,638
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable to bank (Note 2)............................. $ 240,000
Current maturities of long-term debt...................... 583,007
Notes payable to stockholders (Note 6).................... 72,884
Accounts payable.......................................... 222,501
Accrued expenses:
Compensation........................................... 260,133
Commissions............................................ 879,096
Profit sharing......................................... 90,000
Other.................................................. 83,652
Deferred revenue.......................................... 53,606
----------
Total current liabilities......................... 2,484,879
----------
LONG-TERM DEBT, less current maturities (Notes 2 and 3)..... 573,993
----------
COMMITMENTS (Note 9)
STOCKHOLDERS' EQUITY (Note 9):
Common stock, no par value; 25,000 shares authorized:
Voting, 6,545 shares, issued and outstanding........... 135,487
Nonvoting, 4,364 shares, issued and outstanding........ 90,489
Retained earnings......................................... 1,676,790
----------
Total stockholders' equity........................ 1,902,766
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................. $4,961,638
==========

See notes to financial statements.

F-31
88

ROAD RUNNER TRANSPORTATION, INC.

STATEMENT OF INCOME
NINE MONTHS ENDED FEBRUARY 28, 1997

REVENUE:
Delivery services (Note 7)................................ $16,413,755
Rents (Note 4)............................................ 143,291
Driver services........................................... 500,797
-----------
17,057,843
-----------
COSTS AND EXPENSES:
Commissions, drivers...................................... 8,156,397
Compensation and related costs............................ 4,841,891
Depreciation.............................................. 752,080
Repairs and maintenance................................... 170,104
Insurance................................................. 781,654
Profit sharing contribution (Note 5)...................... 90,000
Interest.................................................. 143,511
Other direct delivery costs............................... 504,670
Other selling, general and administrative expenses (Note
6)..................................................... 1,380,777
Loss on sale of property and equipment (Note 8)........... 137,116
-----------
16,958,200
-----------
NET INCOME.................................................. $ 99,643
===========

See notes to financial statements.

F-32
89

ROAD RUNNER TRANSPORTATION, INC.

STATEMENT OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED FEBRUARY 28, 1997

VOTING NONVOTING
COMMON STOCK COMMON STOCK
-------------------- -------------------
NUMBER OF NUMBER OF RETAINED
SHARES AMOUNT SHARES AMOUNT EARNINGS TOTAL
--------- -------- --------- ------- ---------- ----------

BALANCE, BEGINNING.......... 6,000 $ 600 4,000 $ 400 $1,727,147 $1,728,147
Net income................ 99,643 99,643
Common stock issued for
compensation........... 545 134,887 364 90,089 224,976
Dividends................. (150,000) (150,000)
----- -------- ----- ------- ---------- ----------
BALANCE, ENDING............. 6,545 $135,487 4,364 $90,489 $1,676,790 $1,902,766
===== ======== ===== ======= ========== ==========

See notes to financial statements.

F-33
90

ROAD RUNNER TRANSPORTATION, INC.

STATEMENT OF CASH FLOWS
NINE MONTHS ENDED FEBRUARY 28, 1997

OPERATING ACTIVITIES:
Net income................................................ $ 99,643
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 753,384
Common stock issued as compensation.................... 224,976
Loss on sale of property and equipment................. 137,116
Changes in assets and liabilities:
Increase in trade receivables........................ (334,237)
Decrease in other receivables........................ 55,638
Decrease in inventories.............................. 8,320
Increase in prepaid expenses......................... (31,869)
Decrease in accounts payable......................... (136,519)
Increase in accrued expenses......................... 488,925
Increase in deferred revenue......................... 8,656
-----------
Net cash provided by operating activities......... 1,274,033
-----------
INVESTING ACTIVITIES:
Proceeds from sales of property and equipment............. 1,148,752
Purchases of property and equipment....................... (1,431,799)
Advances to related parties............................... (34,748)
Other..................................................... (1,534)
-----------
Net cash used in investing activities............. (319,329)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on revolving loan agreement.................. (535,000)
Proceeds from notes payable to stockholders............... 30,000
Principal payments on notes payable to stockholders....... (32,116)
Proceeds from long-term borrowings........................ 177,330
Principal payments on long-term debt...................... (434,531)
Cash dividends............................................ (150,000)
-----------
Net cash used in financing activities............. (944,317)
-----------
NET INCREASE IN CASH........................................ 10,387
CASH, BEGINNING OF PERIOD................................... 2,328
-----------
CASH, END OF PERIOD......................................... $ 12,715
===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION -- Cash
payments for interest..................................... $ 142,481
===========
SUPPLEMENTAL SCHEDULE OF NONCASH OPERATING, INVESTING, AND
FINANCING ACTIVITIES:
Common stock issued as compensation....................... $ 224,976
===========
Other asset resulting from sale -- leaseback
transaction............................................ $ 72,601
===========
Capital lease obligations incurred for use of equipment... $ 136,829
===========

See notes to financial statements.

F-34
91

ROAD RUNNER TRANSPORTATION, INC.

NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 1997

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

Nature of Business -- Road Runner Transportation, Inc. (the "Company")
provides on-demand delivery and logistics management for customers in the
metropolitan areas of Minneapolis-St. Paul, Minnesota; Dallas, San Antonio, and
Austin, Texas; and Denver, Colorado. The Company grants credit terms to
customers on an individual customer basis.

Cash -- The Company maintains its cash in bank deposit accounts which, at
times, may exceed federally insured limits. The Company has not experienced any
losses in such accounts.

Inventories -- Inventories are composed of radio and vehicle repair parts
and delivery envelopes valued at the lower of cost (first-in, first-out method)
or market.

Depreciation -- Depreciation of property and equipment is provided using
the straight-line method over estimated useful lives of three to seven years.

Revenue Recognition -- The Company recognizes revenue as delivery services
are performed. Deferred revenue represents prebilled deliveries or payments
received for delivery services which have not been performed as of February 28,
1997.

Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Income Tax Matters -- The Company, with the consent of its stockholders,
has elected to be taxed under sections of the federal and state income tax laws
(Subchapter S) which provide that, in lieu of corporate income taxes, the
stockholders separately account for the Company's items of income, deductions,
losses and credits. Therefore, the accompanying financial statements do not
include any provision for corporation income taxes. The Company pays dividends
to assist the stockholders in paying their personal income taxes on the income
of the Company.

In addition, as a result of the Company's May 31 fiscal year, the Company
is required to make federal tax deposits that will vary annually depending on
the Company's income.

Fair Value of Financial Instruments -- The financial statements include the
following financial instruments: cash, trade accounts and other receivables,
accounts payable, and notes payable to banks, stockholders and other financial
institutions. At February 28, 1997, no separate comparison of fair values to
carrying values is presented for the aforementioned financial instruments since
their fair values are not significantly different than their balance-sheet
carrying values.

2. BANK FINANCING

As of February 28, 1997, the Company has a loan agreement with a bank that
provides for a revolving line of credit, a nonrevolving capital expenditure
line, a nonrevolving acquisition line and the term notes payable to bank as
described in Note 3. The loan agreement expires December 31, 1997, and is
collateralized by substantially all Company assets, a personal guaranty of the
Company's majority stockholder and the assignment of a life insurance policy on
the Company's majority stockholder. The loan agreement contains various
covenants that require the Company to, among other things, not exceed a certain
debt to tangible net worth ratio, maintain a minimum tangible net worth,
maintain a minimum debt service coverage ratio and limit the amount of capital
expenditures.

F-35
92
ROAD RUNNER TRANSPORTATION, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
NINE MONTHS ENDED FEBRUARY 28, 1997

Revolving Line of Credit -- The Company can borrow up to $800,000 on its
line of credit; however, the amount borrowed cannot exceed a borrowing base
equal to 75% of eligible receivables. Amounts borrowed bear interest at the
prime rate (8.25% at February 28, 1997) plus 0.5%. As of February 28, 1997,
$240,000 was outstanding under this line.

Nonrevolving Capital Expenditure Line -- The Company can borrow up to
$1,750,000 under this line for the purpose of financing vehicle and other
equipment purchases through December 31, 1997. Interest on any outstanding
borrowings is payable monthly at the prime rate plus 0.5%. On January 1, 1998,
the then-outstanding principal balance will be converted to a term loan with
principal and interest payable monthly over 30 months. As of February 28, 1997,
no borrowings are outstanding under this line.

Nonrevolving Acquisition Line -- The Company can borrow up to $1,500,000
under this line for the purpose of financing acquisitions of businesses. As of
February 28, 1997, no borrowings are outstanding under this line.

3. LONG-TERM DEBT

Long-term debt is composed of the following as of February 28, 1997:

Note payable to bank, due in monthly principal installments
of $9,583, plus interest at 9.0%, through June 1998....... $ 153,333
Note payable to bank, due in monthly installments of
$16,941, including interest at 8.5%, through November
1998...................................................... 306,171
Note payable to bank, due in monthly installments of
$11,771, including interest at 8.45%, through July 1999... 298,122
Notes payable to finance companies, due in varying monthly
installments, including interest at varying rates, through
April 1999................................................ 50,939
Capital lease obligations (see Note 4)...................... 348,435
----------
1,157,000
Less current maturities..................................... 583,007
----------
$ 573,993
==========

Aggregate annual maturities of the above long-term debt at February 28,
1997, are as follows:

Years ending February 28:
1998.......................................... $ 583,007
1999.......................................... 466,854
2000.......................................... 107,139
----------
$1,157,000
==========

4. LEASE ARRANGEMENTS

The Company has acquired certain equipment under capital leases. As of
February 28, 1997, capital lease equipment costs of $467,815 and related
accumulated depreciation of $116,331 are included in property and equipment. The
related capital lease obligations are reflected in long-term debt and require
varying monthly payments, including interest at rates ranging from 8.0% to 9.5%.

The Company also leases its office and warehouse facilities and certain
vehicles and telecommunications equipment under various operating lease
arrangements. These leases require minimum

F-36
93
ROAD RUNNER TRANSPORTATION, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
NINE MONTHS ENDED FEBRUARY 28, 1997

monthly payments plus additional payments based on vehicle miles or a pro rata
share of real estate taxes and other operating costs associated with a leased
property.

The following is a schedule of future minimum rental payments required
under the operating and capital leases as of February 28, 1997:

OPERATING CAPITAL
LEASES LEASES
---------- --------

Years ending February 28:
1998..................................... $ 418,118 $174,816
1999..................................... 313,260 162,491
2000..................................... 275,871 149,194
2001..................................... 174,360
2002..................................... 159,408
Thereafter............................... 1,255,100
---------- --------
$2,596,117 386,501
==========
Less amounts representing interest on
capital lease obligations................ 38,066
--------
Principal portion of capital lease
obligations.............................. $348,435
========

Total rental expense included on the statement of income for the nine
months ended February 28, 1997, was $365,655.

The Company rents computers and radios to nonemployee owner/operators on a
month-to-month basis. Rental income from these arrangements amounted to $143,291
for the nine months ended February 28, 1997.

5. PROFIT SHARING PLAN

The Company has a profit sharing plan for those employees who meet the
eligibility requirements set forth in the plan. Contributions to the plan are at
the discretion of the Company's Board of Directors. For the nine months ended
February 28, 1997, the Company has accrued $90,000 of profit sharing expense.

6. RELATED PARTY TRANSACTIONS

The Company has advanced to two of its stockholders funds which bear
interest at 8.0%. The stockholders make periodic repayments of principal.
Amounts due to the Company from these stockholders totaled $97,940 as of
February 28, 1997.

The Company leases its office and warehouse facilities in St. Paul,
Minnesota, from its majority stockholder under a thirty-six month lease
agreement that calls for monthly rentals of $11,279 through November 1999. The
Company carries insurance and pays the real estate taxes, utilities and
maintenance costs on the property. The Company paid rents of approximately
$90,000 to this stockholder for the nine months ended February 28, 1997.

The Company has notes payable to three of its minority stockholders that
total approximately $73,000 as of February 28, 1997. The Company pays interest
monthly at the rate of 8.0% with the principal due in April 1997.

F-37
94
ROAD RUNNER TRANSPORTATION, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
NINE MONTHS ENDED FEBRUARY 28, 1997

7. MAJOR CUSTOMER

Approximately 15% of the Company's delivery services revenue for the nine
months ended February 28, 1997, is from one customer. Trade receivables from
this customer approximated 18% of total trade receivables at February 28, 1997.

8. SALE-LEASEBACK TRANSACTION

The Company completed the construction of an office/warehouse facility in
the Denver, Colorado, metropolitan area in September 1996 at a cost of
approximately $1,200,000, including land. In December 1996, the Company sold the
property to an unrelated party, incurring a loss of approximately $103,000.
Concurrent with the sale, the Company leased back the property for a period of
approximately fourteen years at monthly rentals ranging from $10,000 to $12,000
during the term of the lease. The Company is also responsible for insuring and
maintaining the property and the real estate taxes assessed on the property. In
addition, the majority stockholder has provided a guaranty to the lessor for the
rents on this property. The guaranty is for a period of five years and for a
maximum amount of $150,000 in the first year of the lease term. This guaranty
amount reduces by $30,000 each year until the end of the five-year period, at
which time the guaranty terminates.

9. COMMITMENTS

The Company has a buy-sell agreement with its minority stockholders whereby
the Company has the first option to purchase any shares of common stock upon
death, disability or termination of employment of the minority stockholders or
upon the offer to sell any shares by the minority stockholders. The purchase
price for the shares of common stock subject to this agreement is to be
determined within 75 days following the end of each fiscal year.

10. LETTER OF INTENT

On March 13, 1997, stockholders of the Company's voting common stock signed
a non-binding letter of intent to sell all of the Company's issued and
outstanding common stock. There can be no assurances the sale will be completed.

F-38
95

======================================================

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING STOCKHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
SHARES TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION
IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.

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

TABLE OF CONTENTS

PAGE
----

Prospectus Summary.................... 3
Risk Factors.......................... 8
Use of Proceeds....................... 13
Price Range of Common Stock........... 13
Dividend Policy....................... 13
Capitalization........................ 14
Selected Consolidated Financial
Data................................ 15
Pro Forma Financial Information....... 17
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 22
Business.............................. 30
Management............................ 41
Certain Transactions.................. 47
Principal and Selling Stockholders.... 49
Description of Capital Stock.......... 50
Underwriting.......................... 54
Validity of Shares.................... 56
Experts............................... 56
Available Information................. 56
Index to Consolidated Financial
Statements.......................... F-1

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

======================================================
======================================================

2,817,166 SHARES

Dynamex Inc. logo

COMMON STOCK
($0.01 PAR VALUE)

SCHRODER & CO. INC.
WILLIAM BLAIR & COMPANY
HOAK BREEDLOVE WESNESKI & CO.
MAY 14, 1998

======================================================