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                                                                Exhibit 10.5
                                                                
                                  ASSIGNMENT OF
                            ASSET PURCHASE AGREEMENT


         THIS ASSIGNMENT is made and entered into this 30th day of January, 1998
by and between Aasche Transportation Services, Inc. ("AASCHE") and Specialty
Transportation Services, Inc. ("STS").

A.       Gary I. Goldberg ("GOLDBERG") and Jack Gray Transport, Inc. have
entered into an Asset Purchase Agreement dated September 24, 1997, as amended by
amendment dated as of January 2, 1998 (the "AGREEMENT"), pursuant to which
Goldberg agreed to purchase certain assets from Jack Gray Transport, Inc.
relating to the business of providing transportation services related to
municipal solid waste.

B.       Goldberg and Aasche entered into an Assignment of Asset Purchase
Agreement dated as of September 29, 1997 pursuant to which Goldberg assigned
certain of his rights and interests in the Agreement to Aasche.

C.       Aasche desires to assign to STS certain provisions of the Agreement
and STS desires to accept an assignment to the Agreement.

         NOW, THEREFORE, in consideration of the foregoing recitals, which are
hereby incorporated herein, and the mutual premises herein contained, and for
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereby agree as follows:

         1. Aasche hereby assigns to STS all of its rights and interests in and
to the Agreement.

         2. STS hereby accepts the assignment by Aasche of all of its rights and
interests in and to the Agreement and hereby assumes all of Aasche's obligations
under the Agreement.

         3. Aasche agrees that it will promptly and duly execute and deliver any
and all further instruments and documents as STS may reasonably require in
obtaining the full benefits of this Assignment and the rights and powers herein
granted.

         4. This Assignment shall be binding upon and shall inure to the benefit
of the parties hereto and their permitted successors and assigns.

         IN WITNESS WHEREOF, the parties hereto have executed this Assignment as
of the date first above written.

                                     AASCHE TRANSPORTATION SERVICES, INC.


                                     By:  /s/ Leon M. Monachos
                                        -------------------------------------
                                         Leon M. Monachos, Chief Financial 
                                         Officer



                                     SPECIALTY TRANSPORTATION SERVICES, INC.


                                     By:   /s/ Gary I. Goldberg
                                        -------------------------------------
                                         Gary I. Goldberg, President



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                                     CONSENT

         The undersigned hereby consents to the foregoing Assignment.


                                     JACK GRAY TRANSPORT, INC.


Dated:   January 30, 1998            By:  /s/ Barbara A. Milligan
      ---------------------             -------------------------
                                        Barbara A. Milligan, Vice-President