EXTENSION AND AMENDMENT AGREEMENT

         This Extension and Amendment Agreement ("Agreement") is entered into as
of August 31, 2001, among CONTRAN CORPORATION ("Contran"),  NATIONAL CITY LINES,
INC. ("NCL"), and U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank").

                                    RECITALS

         A. Contran, NCL (collectively,  the "Contran Companies"), and U.S. Bank
are parties to a loan  agreement  dated as of  September 3, 1998 (the "1998 Loan
Agreement"),  and certain  related note,  guaranty,  and pledge  agreements (the
"1998 Loan Documents").

         B. Capitalized terms used in this Agreement that are not defined herein
have the meaning assigned to those terms in the 1998 Loan Agreement.

         C. The parties desire to extend the Expiry Date of the revolving credit
facility  extended  by U.S.  Bank  pursuant  to the 1998 Loan  Documents  for an
additional 364 days (to August 29, 2002).

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby  acknowledged,  the Contran Companies and U.S. Bank agree as
follows:

                                    AGREEMENT

         1. Each Contran Company  represents and warrants to U.S. Bank that: (a)
it is in good standing under the laws of the state of its formation,  (b) it has
been authorized to execute and perform its obligations  under this Agreement and
the 1998 Loan  Documents  (as modified by this  Agreement),  (c) the  individual
executing  this  Agreement on its behalf has been duly  authorized  to take such
action,  (d)  the  1998  Loan  Documents  (as  amended  by this  Agreement)  are
enforceable  against it in accordance with their respective terms,  subject only
to the effect of  insolvency  and other  similar laws  affecting  the rights and
remedies of creditors generally, general principles of equity whether applied by
a court  of law or  equity,  and  generally  applicable  rules  of law,  (e) all
financial  information  previously  provided to U.S.  Bank  presents  fairly its
financial position as of the date of such financial  information and the results
of its operations and changes in financial  position for the period in question,
(f) the  representations  and  warranties  made to U. S.  Bank in the 1998  Loan
Documents continue to be true and correct in all material respects,  and (g) the
Contran Companies are not in default in any material respect under the 1998 Loan
Documents as of the date of this Agreement.

         2. U.S.  Bank  hereby  extends  the  Expiry  Date,  and  therefore  its
commitment to make Advances to the Contran Companies on the terms and conditions
of the 1998 Loan Documents, to August 29, 2002.

         3. Contran and NCL hereby  acknowledge and reaffirm their agreements to
pay the  Obligations in accordance  with the terms of the Note and the Guaranty,
respectively.

         4. This Agreement  will become  effective only when each of the Contran
Companies and U.S. Bank has signed it and has sent a copy of the signed document
to the other parties to this Agreement  (which may be  accomplished by facsimile
transmission).  Each  party  to this  Agreement  will  deliver  manually  signed
counterparts of this Agreement to the other.

         5. Except as  specified in  paragraph 2 of this  Agreement,  all of the
terms and  conditions  of the 1998 Loan  Agreement  and the 1998 Loan  Documents
remain in full force and effect.

         6. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES, AND COMMITMENTS MADE BY
LENDER AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH
ARE NOT FOR PERSONAL,  FAMILY,  OR HOUSEHOLD  PURPOSES OR SECURED  SOLELY BY THE
BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY
LENDER TO BE ENFORCEABLE.

U.S. BANK NATIONAL ASSOCIATION                  CONTRAN CORPORATION



By:                                             By:
    -----------------------------                   ----------------------------
    Janice T. Thede                                 Bobby D. O'Brien
    Vice President                                  Vice President and Treasurer



                                                NATIONAL CITY LINES, INC.


                                                By:
                                                    ----------------------------
                                                    Bobby D. O'Brien
                                                    Vice President and Treasurer