RECEIVABLES PURCHASE AGREEMENT

Dated as of March 2, 1994

ABF Freight System, Inc. a Delaware corporation (the "Seller"), Renaissance Asset Funding Corp., a Delaware corporation (the "Issuer"), and Societe Generale, a French banking corporation acting through its United States branches or agencies, as agent (the "Agent") for the Investors, agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits to "the Agreement" refer to this Agreement, as amended, modified or supplemented from time to time.

The Seller has Receivables in which it is prepared to sell undivided fractional ownership interests (referred to herein as Receivable Interests). The Issuer is prepared to purchase such Receivable Interests on the terms set forth herein. Accordingly, the parties agree as follows:

ARTICLE I 
AMOUNTS AND TERMS OF THE PURCHASES

SECTION 1.01. Purchase Facility.

(a) On the terms and conditions hereinafter set forth, the Issuer may, in its sole discretion, purchase Receivable Interests from the Seller from time to time during the period from the date hereof to the Facility Termination Date. Under no circumstances shall the Issuer make any such purchase if after giving effect to such purchase the aggregate outstanding Capital of Receivable Interests, together with the aggregate outstanding "Capital" of "Receivable Interests" under the Alternate Receivables Purchase Agreement, would exceed the Purchase Limit.

(b) The Seller may, upon at least five Business Days' notice to the Agent, from time to time, reduce in part the unused portion of the Purchase Limit; provided that each partial reduction shall be in the amount of at least$1,000,000 or an integral multiple thereof.

(c) The Agent, on behalf of the Investors which own Receivable Interests, may have the proceeds of Collections attributable to such Receivable Interests automatically reinvested pursuant to Section 1.04 in additional undivided percentage interests in the Pool Receivables by making an appropriate readjustment of such Receivable Interest until the Agent gives the Seller the notice provided in Section 2(b)(iv) of Exhibit II to this Agreement.

SECTION 1.02. Making Purchases.

(a) Each purchase shall be made on at least three Business Days' notice from the Seller to the Agent. Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than$1,000,000, being referred to herein as the initial "Capital" of the Receivable Interest then being purchased), (ii) the date of such purchase (which shall be a Business Day), and (iii) the desired duration of the initial Fixed Period for such Receivable Interest. The Agent shall promptly thereafter notify the Seller whether the Issuer has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuer.

(b) Prior to 12:00 noon New York City time on the date of each such purchase of a Receivable Interest, the Issuer shall, upon satisfaction of the applicable conditions set forth in Exhibit II hereto, make available to the Seller in same day funds, at First National Bank of Fort Smith for the account of ABF Freight System, Inc., an amount equal to the initial Capital of such Receivable Interest.

(c) Effective on the date of each purchase pursuant to this Section 1.02 and each reinvestment pursuant to Section 1.04, the Seller hereby sells and assigns to the Agent, for the benefit of the Investors, an undivided percentage ownership interest, to the extent of the Receivable Interest then being purchased, in each Pool Receivable then existing and in the Related Security and Collections with respect thereto.

SECTION 1.03. Receivable Interest Computation. Each Receivable Interest shall be initially computed on its date of purchase. Thereafter until the Termination Date for such Receivable Interest, such Receivable Interest shall be automatically recomputed (or deemed to be recomputed) on each day other than a Liquidation Day. Any Receivable Interest, as computed (or deemed recomputed) as of the day immediately preceding the Termination Date for such Receivable Interest, shall thereafter remain constant. Such Receivable Interest shall become zero when Capital thereof and yield thereon shall have been paid in full, all the amounts owed by the Seller hereunder to the Investors or the Agent are paid in full and the Collection Agent shall have received the accrued Collection Agent Fee thereon.

SECTION 1.04. Settlement Procedures.

(a) Collection of the Pool Receivables shall be administered by a Collection Agent, in accordance with the terms of this Agreement and the Collection Agent Agreement. The Seller shall provide to the Collection Agent (if other than the Seller) on a timely basis all information needed for such administration, including notice of the occurrence of any Liquidation Day and current computations of each Receivable Interest.

(b) The Collection Agent shall, on each day on which Collections of Pool Receivables are received by it with respect to any Receivable Interest:

(i) set aside and hold in trust (and, at the request of the Agent, segregate) for the Investors, out of the percentage of such Collections represented by such Receivable Interest, an amount equal to the Yield and Collection Agent Fee accrued through such day for such Receivable Interest and not previously set aside;

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