Exhibit 99

                              CAUTIONARY STATEMENT

     The statements contained in this Form 10-K include forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the  "PSLRA").  When used in this Form 10-K and in future filings by the
Company with the Securities and Exchange Commission, in the Company's press
releases, presentations to securities analysts or investors, in oral statements
made by or with the approval of an executive officer of the Company, the words
or phrases "believes," "may," "will," "expects," "should," "continue,"
"anticipates," "intends," "will likely result," "estimates," "projects" or
similar expressions and variations thereof are intended to identify such
forward-looking statements.  Any forward-looking statement involves risks and
uncertainties that may have a material adverse effect on the business, results
of operation, financial condition or prospects, financial or other,  of the
Company and may cause the Company's actual results to differ materially from
historical results or the results discussed in the forward-looking statements.

     The following discussion contains cautionary statements regarding the
Company's business that investors and others should consider.  This discussion
is intended to take advantage of the "safe harbor" provisions of the PSLRA.  In
making these cautionary statements, the Company is not undertaking to address or
update each factor in future filings or communications regarding the Company's
business or results.

     RISKS OF ADVERSE ECONOMIC DEVELOPMENTS AND DOWNTURN IN BUSINESS CYCLE. The
transportation industry historically has been cyclical as a result of economic
recession, customers' business cycles, increases in prices charged by third
party carriers, interest rate fluctuations, and other economic factors over
which the Company has no control. Increased operating expenses incurred by third
party carriers can be expected to result in higher transportation costs, and the
Company's net revenues and income from operations would be adversely affected if
it were unable to pass through to its customers the full amount of increased
transportation costs. Economic recession or a downturn in customers' business
cycles, particularly among certain national retailers or in the food, beverage
or printing industries in which the Company has a large number of customers,
also could have a material adverse effect on the Company's operating results if
the volume of freight shipped by those customers were also reduced.

     DEPENDENCE ON EQUIPMENT AND SERVICES AVAILABILITY. The Company is dependent
in part on the availability of truck, rail, ocean and air services provided by
independent third parties. There have historically been periods of equipment
shortages in the transportation industry, particularly among truckload carriers.
If the Company were unable to secure sufficient equipment or other
transportation services to meet its customers' needs, its results of operations
could be materially adversely affected, and customers could seek to have their
transportation and logistics needs met by other third parties on a temporary or
permanent basis.

     RISKS ASSOCIATED WITH INTERNATIONAL BUSINESS. An increasing portion of the
Company's business is providing services within and between continents. Doing
business outside of the United States is subject to various risks, including
changing economic and political conditions in the United States and abroad,
major work stoppages, exchange controls, currency fluctuations, armed conflicts,
unexpected changes in United States and foreign laws relating to tariffs, trade
restrictions, transportation regulations, foreign investments and taxation.
Significant expansion in foreign countries will expose the Company to increased
risk of loss from foreign currency fluctuations and exchange controls as well as
longer accounts receivable payment cycles. The Company has no control over most
of these risks and may be unable to anticipate changes in international economic
and political conditions and, therefore, unable to alter its business practices
in time to avoid the adverse effect of any such changes.

     RISKS ASSOCIATED WITH MANAGING A GROWING BUSINESS. The Company's continued
success depends upon its ability to attract and retain a large group of
motivated salespersons and other logistics

 
professionals. If the Company were unable to recruit and retain a sufficient
number of personnel, it would be forced to limit its growth. There can be no
assurance that the Company will be able to continue to hire and retain a
sufficient number of qualified personnel. The Company's rapid expansion of
operations has placed demands on its management and operating systems. Continued
expansion will depend in large part on the Company's ability to develop
successful salespersons into managers and to implement enhancements to its
information systems and adapt those systems to the changes in its business and
the requirements of its customers.

     COMPETITION. The transportation services industry is highly competitive and
fragmented. The Company competes against other non-asset based logistics
companies as well as asset-based logistics companies, third-party freight
brokers and carriers offering logistics services. The Company also competes
against carriers' internal sales forces and shippers' transportation
departments. It also buys and sells transportation services from and to many
companies with which it competes. Historically, competition has created downward
pressure on freight rates, and continuation of this rate pressure may adversely
affect the Company's net revenues and income from operations.

     SEASONALITY. In the transportation industry generally, results of
operations show a seasonal pattern as customers reduce shipments during and
after the winter holiday season. In recent years, the Company's operating income
and earnings have been higher in the second and third quarters than in the first
and fourth quarters. Although seasonality in the transportation industry has not
had a significant impact on the Company's cash flow or results of operations in
recent years, the Company expects this seasonality to continue and cannot fully
predict the impact it may have in the future.

     AVAILABILITY AND PRICING OF PRODUCE. The Company's sourcing business is
dependent upon the availability and price of fresh produce, which is affected by
government food safety regulation, growing conditions, such as drought, insects
and disease, and other conditions over which the Company has no control.
Shortages or overproduction of fresh produce affect the pricing of fresh
produce, and prices are often highly volatile.

     RISKS ASSOCIATED WITH FRESH PRODUCE. The Company sources and resells fresh
produce. Agricultural chemicals used on agricultural commodities intended for
human consumption are subject to various approvals, and the commodities
themselves are subject to regulations on cleanliness and contamination. Concern
about particular chemicals and alleged contamination has led to recalls of
products, and tort claims have been brought by consumers of allegedly affected
produce. Because the Company is a seller of produce, it may have legal
responsibility arising from sale. While the Company carries product liability
coverage of $75 million, settlement of class action claims is often costly, and
the Company cannot assure that its liability coverage will be adequate and will
continue to be available. In addition, in connection with any recall, the
Company may be required to bear the cost of repurchasing, transporting and
destroying any allegedly contaminated product, for which it is not insured. Any
recall or allegation of contamination could affect the Company's reputation,
particularly of its The Fresh 1(R) brand. Loss due to spoilage (including the
need for disposal) is also a routine part of the sourcing business.

     GOVERNMENT REGULATION. The Company is licensed by the Department of
Transportation (the "DOT") as a broker in arranging for the transportation of
general commodities by motor vehicle. The DOT prescribes qualifications for
acting in this capacity, including certain insurance and surety bond
requirements. The Company is also licensed by the Federal Maritime Commission as
an ocean freight forwarder and maintains a non-vessel operating common carrier
bond, and is licensed by the United States Customs Service of the Department of
the Treasury. The Company sources fresh produce under a license issued by the
Department of Agriculture. The Company's failure to comply with the laws and
regulations applicable to entities holding these licenses could have a material
adverse effect on the Company's results of operations or financial condition.
The transportation industry is subject to legislative or regulatory changes that
can affect the economics of the industry by requiring changes in operating
practices or influencing the demand for, and the cost of providing,
transportation services.

 
     IMPORTANCE OF MAJOR CLIENTS. The Company derives a significant portion of
its gross revenues from its largest clients.  The sudden loss of a number of the
Company's major clients could have a material adverse effect on the Company.

     CHANGE IN CORPORATE CULTURE. Prior to the Company's initial public
offering, employees broadly participated in the ownership of the Company, and
more than 700 employees owned substantially all of its outstanding Common Stock.
Consequently, employees considered themselves the owners of the Company. As a
result of the Company's initial public offering completed in October 1997 and
the subsequent lapse of restrictions on employees' ability to resell their
shares of Common Stock, a larger portion of the Common Stock will be in the
hands of the public, and the Company's employees will have significant liquid
assets. This change in structure and liquidity may adversely affect employee
motivation. The Company has also issued restricted stock as an incentive, and
employees owning Common Stock have profited from the growth in the book value of
the Common Stock. The Company has replaced its previous stock program with new
stock-based programs, but is unable to predict whether the substitution of the
new plans will be perceived as being a less valuable form of compensation,
thereby adversely affecting employee performance. If the Company finds that it
must initiate new incentive programs, its results of operations could be
adversely affected.

     DEPENDENCE ON MANAGEMENT. The Company is highly dependent upon the
continued services of its senior management team, none of whom has an employment
agreement with the Company. The sudden loss of the services of several members
of senior management, as opposed to one or two individuals, could have a
material adverse effect on the Company.

     STOCK PRICE VOLATILITY.   The market price of the Common Stock may be
volatile and be significantly affected by factors such as actual or anticipated
fluctuations in the Company's operating results, announcements of new services
by the Company or its competitors, developments with respect to conditions and
trends in the logistics or transportation industries served by the Company,
changes in governmental regulation, changes in estimates by securities analysts
of the Company's future financial performance, general market conditions and
other factors. In addition, the stock markets have from time to time experienced
significant price and volume fluctuations that have adversely affected the
market prices of securities of companies for reasons often unrelated to their
operating performance.