AGREEMENT

     This  Agreement is made and entered into as of this 21st day of June,  2001
by and between TransFinancial Holdings, Inc. a Delaware Corporation ("TFH"), and
Timothy P. O'Neil of Johnson County, Kansas ("O'Neil).

                                    RECITALS

     The parties  hereto  entered into an Employment  Agreement  effective as of
July 2, 1998, and here wish to record their Agreement concerning the performance
and discharge, by each of them of their duties and obligations thereunder.

     Now therefore,  in  consideration  of the foregoing and the mutual promises
hereinafter set forth, the parties agree as follows:

                                   AGREEMENTS

     The terms of the Employment Agreement and the rights and obligations of the
parties thereunder,  shall remain in effect and unchanged until the execution of
an agreement between TFH and Central States Southeast and Southwest Areas Health
and Welfare and Pension Funds resolving and settling  satisfactorily  to the TFH
directors  all claims of such funds as a result of the  withdrawal  therefrom of
the transportation  subsidiaries of TFH, which latter date is hereby referred to
as the "Effective Date".

     On the Effective Date, O'Neil shall resign as a officer and director of TFH
and TFH shall pay to him the sum of $475,000.00 less required withholding.

     At or promptly after the Effective Date, O'Neil shall purchase from TFH the
automobile  presently provided by it for his use for the price of $16,300.00 and
TFH shall  thereupon  transfer to him such  automobile  and any and all interest
that it has in the split dollar life insurance policy  maintained on the life of
O'Neil, including the right to reimbursement for premiums paid thereon.

     As of the Effective  Date,  all options to purchase stock of TFH heretofore
granted to O'Neil,  shall become fully vested and shall be exercisable by O'Neil
at anytime within two years thereafter, subject to earlier liquidation of TFH or
the occurrence of any other act terminating its corporate existence.

     From and after the Effective  Date, and through  December 31, 2001,  O'Neil
agrees to provide to TFH such consulting services as it shall reasonably request
at the rate of $100.00 per hour, provided, however, that no charge shall be made
by O'Neil  for the first 200 hours less that  number of hours  devoted by him to
TFH Logistics & Transportation  Services,  Inc. pursuant to an Agreement of even
date herewith.  In his role as consultant to TFH, O'Neil shall be an independent
contractor  and not an (employee  or) agent of TFH, and shall not be entitled to
further  participate in any benefit programs  maintained or adopted by it, other
than as allowed under COBRA. In connection  with  performance of such consulting
services,  O'Neil shall be entitled to reimbursement of all reasonable  expenses
by him. Such  reimbursement and consulting  compensation shall be paid to O'Neil
by TFH within ten days  after the end of each month  during  which the same were
rendered or incurred.






     As of the Effective  Date,  O'Neil shall release TFH of and from all rights
and claims by him pursuant to the earlier mentioned  Employment  Agreement,  but
acknowledges  that  certain  provisions  thereof,  including  paragraphs 6 and 7
thereof, shall remain in effect and binding upon him.

     TFH  acknowledges  and agrees that, as of the Effective  Date,  O'Neil will
have  rendered in excess of 1,000 hours of service  since  January 1, 2001,  and
that, for purposes of benefit plans  maintained by it or its affiliates,  and in
which O'Neil has participated,  he shall, absent his earlier death, be deemed an
employee as of December 31, 2001.

     This Agreement shall be construed and  interpreted in accordance  with, and
governed by the laws of the State of Kansas, and shall be binding upon and inure
to the benefit of TFH and O'Neil, and their respective heirs, personal and legal
representatives,  successors and assigns, provided, however, that O'Neil may not
assign or delegate any of his obligations hereunder.

     This  Agreement  contains the entire  understanding  of TFH and O'Neil with
respect  to  the  subject  matter  hereof,  and  no  representations,  promises,
Agreements,  understandings,  or assurances written or oral not herein contained
shall be of any force or effect.  No change or  modification  hereof,  or of any
term or  provision  hereof,  shall  be valid or  binding  unless  the same is in
writing and signed by the party intended to be bound. No waiver of any provision
of this Agreement shall be valid unless it is in writing and signed by the party
against  whom such waiver is sought to be  enforced,  and no valid waiver of any
provision  of this  Agreement  shall be deemed a waiver  of any other  provision
hereof, or a waiver of such provision at any other time.

     If any party to this Agreement  files suit or takes legal action to enforce
or avoid its  provisions,  the losing  party  shall pay the  prevailing  party's
reasonable attorney's fees and expenses.

     IN WITNESS  WHEREOF the parties  hereto  have caused this  Agreement  to be
executed as of the date herein first above written.

                              /s/ Timothy P. O'Neil
                             --------------------------------------------
                             Timothy P. O'Neil



                             TransFinancial Holdings, Inc.



                             By: /s/ William D. Cox
                                ---------------------------------------




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