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                                                                  EXHIBIT 10.16



ADDENDUM TO EMPLOYMENT AND NONCOMPETE AGREEMENT
PHILIP L. DUNAVANT

THIS AGREEMENT, dated this 1st day of January, 1999 is made by and between
Philip L. Dunavant a resident of Tennessee ("Executive") and Mark VII
Transportation Company, Inc., a Delaware corporation ("Employer"), a wholly
owned subsidiary of Mark VII, Inc., a Delaware corporation ("Mark VII").

RECITALS

Executive and Employer previously entered into "Employment and Noncompete
Agreement" dated May 16, 1997, of which a true and correct copy is attached
("Agreement"). The parties hereto undertake and agree to modify said agreement
to the extent expressly stated herein. In all other respects, said agreement
shall remain as originally stated.

AGREEMENT

In consideration of the mutual promises, covenants and agreements contained
herein and in the underlying agreement, the party to hereby further agrees as
follows:

1. BASE SALARY. Commencing January 1, 1999 the base salary of Executive shall be
$175,000 per year.

IN WITNESS WHEREOF, the parties hereto have executed this addendum on the year
and day above indicated.



                                      "EXECUTIVE"


                                      /s/ Philip L. Dunavant
                                      --------------------------------------
                                      Philip L. Dunavant


                                      "EMPLOYER"

                                       MARK VII TRANSPORTATION CO., INC.



                                       By: /s/ R.C. Matney
                                          ----------------------------------
                                          R. C. Matney, Chairman

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SECOND ADDENDUM TO
EMPLOYMENT AND NONCOMPETE AGREEMENT
PHILIP L. DUNAVANT

THIS AGREEMENT, dated this 2nd day of February, 1999 is made by and between
Philip L. Dunavant, a resident of Tennessee ("EXECUTIVE") and Mark VII
Transportation Co., Inc., a Delaware corporation ("EMPLOYER"), a wholly owned
subsidiary of Mark VII, Inc., a Delaware corporation ("MARK VII").

RECITALS

Executive and Employer previously entered into "Employment and Noncompete
Agreement" dated May 16, 1997 which was thereafter amended by an Addendum dated
January 1, 1999 of which copies are attached (Agreement and Addendum). The
parties hereby undertake to modify said Agreement and Addendum to the extent
expressly stated herein. In all other respects, they shall remain as originally
stated.

AGREEMENT

In consideration of the mutual promises, covenants and agreements contained
herein and in the underlying Agreement and Addendum, parties hereto further
agree as follows:

1. SHORTENED TERM OF EMPLOYMENT. It is agreed between Executive and Employer
that the term of employment of the Executive will lapse May 28, 1999.

2. ONE YEAR OF BASE SALARY AND FRINGE BENEFITS SUBSEQUENT TO MAY 28, 1999. As
severance pay, Executive will receive one year of $175,000 base salary
subsequent to May 28, 1999 through regular payroll processing plus all existing
fringe benefits including car allowance, and life, health, dental and AD&D
insurance coverage for that year only.

3. 1999 PERFORMANCE BONUS. Executive shall not be eligible for any bonus in 1999
or thereafter. In lieu thereof, he will receive an additional lump sum severance
benefit in the amount of $35,000 cash on or before June 18, 1999 provided R. C.
Matney, Chairman and CEO, has determined, in his sole discretion, that Executive

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has performed his employment duties in a diligent, faithful and satisfactory
manner through May 28, 1999.

4. NO SETOFF FOR PERSONAL SERVICE INCOME FROM OTHER SOURCES. The provisions of
Paragraph 6.04 of the May 16, 1997 Employment Agreement are waived and released
by Employer with respect to the one-year severance pay subsequent to termination
of employment of Executive and the lump-sum severance benefit of $35,000 for
which Executive may be eligible on June 18, 1999.

5. AVAILABILITY TO PROVIDE CONSULTATION SERVICES. Subsequent to May 28, 1999, in
the event the Employer or Mark VII has need of assistance or services of
Executive, he will make every reasonable effort to be available to provide
assistance and consultation with respect to subjects, projects or topics with
which he has become familiar as a result of his employment with Employer and
Mark VII. It is agreed and understood that for any such service the Executive
will be compensated at a consultant fee of $150 an hour.

6. MODIFICATION OF THE THIRD YEAR OF THE NONCOMPETE AGREEMENT. All provisions of
Paragraph 4 of the employment contract of May 16, 1997 shall continue in effect
except that during the third year subsequent to termination of employment with
Employer, Executive shall be at liberty to compete with Mark VII and its
subsidiaries by engaging in the transportation business free of the constraints
stated under paragraph 4.02 provided that during such year Executive shall
refrain from consulting, employing or being employed by, or otherwise
affiliated, directly or indirectly, with any present or future agent, employee
or officer of Mark VII, Inc. or any of its subsidiaries.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum on the year
and day above indicated.



                                            "EXECUTIVE"


                                            /s/ Philip L. Dunavant

                                            ----------------------------------
                                            Philip L. Dunavant



                                            "EMPLOYER"

                                            /s/ R. C. Matney
                                            ---------------------------------
                                            R. C. Matney, Chairman



                                            "MARK VII, INC."

                                            /s/ R. C. Matney
                                            ----------------------------------