SC 14D9

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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

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                                SCHEDULE 14D-9
                                (Rule 14d-101)

                    SOLICITATION / RECOMMENDATION STATEMENT
         UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

                         KLLM Transport Services, Inc.
                           (Name of Subject Company)

                             --------------------

                         KLLM Transport Services, Inc.
                     (Name of Person(s) Filing Statement)

                    Common Stock, par value $1.00 per share
                         (Title of Class of Securities)

                                   482498102
                     (CUSIP Number of Class of Securities)

                              --------------------

                                Leland R. Speed
          Chairman of the Special Committee of the Board of Directors
                         KLLM Transport Services, Inc.
                              135 Riverview Drive
                          Richland, Mississippi 39218
                                 (601) 939-2545
      (Name, Address and Telephone Number of Person Authorized to Receive
    Notices and Communications on Behalf of the Person(s) Filing Statement)

                                With copies to:
                             Sidney J. Nurkin, Esq.
                               Alston & Bird LLP
                              One Atlantic Center
                           1201 West Peachtree Street
                             Atlanta, Georgia 30309
                                 (404) 881-7000

[_]  Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

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Item 1.  Subject Company Information.

     (a) Name and Address. The name of the subject company is KLLM Transport
Services, Inc., a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is 135 Riverview Drive, Richland,
Mississippi 39218. The telephone number of the principal executive offices of
the Company is (601) 939-2545.

     (b) Securities. The title of the class of equity securities to which this
Statement relates is the common stock, par value $1.00 per share, of the Company
(the "Common Stock"), including the associated preferred share purchase rights
(the "Rights") issuable pursuant to the Stockholder Protection Rights Agreement
dated as of February 13, 1997, between the Company and Harris Trust and Savings
Bank, as successor rights agent, as amended by Amendment No. 1 thereto, dated as
of May 25, 2000 (the "Rights Plan"). A copy of the Rights Plan is incorporated
by reference as Exhibit (e)(4) to this Statement and is incorporated herein by
reference. A copy of Amendment No. 1 to the Rights Plan is attached hereto as
Exhibit (e)(5) to this Statement and is incorporated herein by reference.
Excluding the rights, as of May 31, 2000 there were 4,103,478 shares of Common
Stock outstanding.  The shares of Common Stock together with any associated
Rights are referred to herein as the "Shares."

Item 2.  Identity and Background of Filing Person.

     (a) Name and Address. The name, address and business telephone number of
the Company, which is the person filing this Schedule 14D-9, are set forth in
Section 1(a) above. In addition to being the filing person, the Company is also
the subject company.

     (d) Tender Offer. This Statement relates to the tender offer being made by
High Road Acquisition Subsidiary Corp., a Delaware corporation ("Purchaser"),
which is a wholly owned subsidiary of High Road Acquisition Corp., a Delaware
corporation ("Parent"), to purchase all of the outstanding shares of Common
Stock not owned by it or its affiliates at a purchase price of $8.05 per share,
net to the seller in cash, without interest thereon, less applicable withholding
taxes, if any, (the "Offer Price") upon the terms and subject to the conditions
set forth in the Purchaser's Offer to Purchase, dated June 2, 2000 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
the Offer to Purchase, constitutes the "High Road Offer").  The High Road Offer
is described in a Tender Offer Statement on Schedule TO (as amended or
supplemented from time to time, the "Schedule TO"), filed by Parent and
Purchaser with the Securities and Exchange Commission (the "Commission") on June
2, 2000.  The High Road Offer is being made in accordance with the Plan of
Agreement and Merger, dated as of May 25, 2000, among Parent, Purchaser and the
Company (the "Merger Agreement"), a copy of which is attached hereto as Exhibit
(e)(1).  The Merger Agreement provides that, subject to the satisfaction or
waiver of certain conditions, following completion of the Offer, and in
accordance with the Delaware General Corporation Law (the "DGCL"), Purchaser
will be merged with and into the Company (the "Merger").  Following the
consummation of the Merger, the Company will continue as the surviving
corporation (the "Surviving Corporation") and will be a wholly owned subsidiary
of Parent. At the effective time of the Merger (the "Effective Time"), each
issued and outstanding Share (other than Shares owned by Parent, Purchaser, any
of their respective subsidiaries, the Company or its subsidiary, which Shares
will be cancelled, and Shares, if any, held by stockholders who did not vote in
favor of the Merger Agreement and who comply with all of the relevant provisions
of Section 262 of the DGCL relating to dissenters' rights of appraisal) will be
converted into the right to receive $8.05 in cash or any greater amount per
Share paid pursuant to the High Road Offer (the "Merger Consideration").  A copy
of the Merger

                                      -1-


Agreement is attached hereto as Exhibit (e)(1) to this Schedule 14D-9 and is
incorporated herein by reference.

     The Offer to Purchase states that the principal executive offices of
Purchaser and Parent are located at 135 Riverview Drive, Jackson, Mississippi
39218.

Item 3.  Past Contacts, Transactions, Negotiations and Agreements.

     (d) Conflicts of Interest. Except as described in (i) this Schedule 14D-9
and (ii) in the section entitled "Item 7. Management's Discussion and Analysis
of Results of Operations and Financial Condition" in the Company's Form 10-K for
the period ended December 31, 1999 (the "Company's 1999 Form 10-K"), no material
agreement, arrangement or understanding or actual or potential conflict of
interest exists between the Company, its executive officers, directors or
affiliates, Parent or its affiliates, or Purchaser and its executive officers,
directors or affiliates. Item 7 is incorporated by reference as Exhibit (e)(6)
to this document and is incorporated into this document by reference.

The Merger Agreement

The following is a summary of certain provisions of the Merger Agreement, which
relate to agreements, arrangements and understandings of a type described above.
The summary of the Merger Agreement contained in the Offer to Purchase filed as
Exhibit (a)(1)(A) to the Schedule TO, which is being mailed to stockholders
together with this Statement, and incorporated herein by reference, is more
complete.  In addition, the following summary is qualified in its entirety by
reference to the Merger Agreement, a copy of which is attached hereto as Exhibit
(e)(1) hereto and is incorporated herein by reference.  Capitalized terms used
and not otherwise defined herein shall have the meaning set forth in the Merger
Agreement.

The Company Board. The Merger Agreement provides that, promptly upon acceptance
for payment by Purchaser of Shares tendered pursuant to the Offer sufficient to
satisfy the Minimum Tender Condition, all of the Company's directors except Mr.
Liles shall deliver to Purchaser their resignations, effective upon delivery,
and such directors shall be replaced by directors designated by Purchaser.  The
Company's obligations to appoint Purchaser's designees to its Board of Directors
will be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder.
The Merger Agreement provides that a termination of or amendment to an extension
or waiver pursuant to the Merger Agreement, in order to be effective, requires
(1) in the case of Parent or Purchaser, action by its board of directors or the
duly authorized designee of its board of directors and (2) in the case of the
Company, (a) if prior to the replacement of the Company's Board, action by the
Company's Board or the duly authorized designee of the Company's Board, and (b)
after such replacement of the Company's Board, by a majority of the Approving
Directors.  The "Approving Directors" shall be Leland Speed, David Metzler and
Walter Neely.

     Indemnification and Insurance. The Merger Agreement provides that all
rights to exculpation and indemnification for acts or omissions occurring prior
to the Effective Time existing in favor of the current or former directors or
officers of the Company as provided in its certificate of incorporation or
bylaws, in each case as in effect as of the date of the Merger Agreement, will
survive the Merger and will continue in full force and effect in accordance with
their terms without amendment thereto for a period of three years commencing as
of the Effective Time.

                                      -2-


     The Merger Agreement further provides that for three years from the
Effective Time, Parent shall cause the Surviving Corporation to maintain in
effect the policies of directors' and officers' liability insurance maintained
by the Company as of the date thereof (or policies providing at least the same
coverage amounts and containing terms that are no less advantageous in any
material respect to the insured parties) with respect to claims arising from
facts or events that occurred or are alleged to have occurred at or prior to the
Effective Time;  provided, however, that in no event shall the Surviving
Corporation be required to expend annual premiums in excess of 150% of the
annual premiums currently paid by the Company for such insurance, and, provided
further, that if the premiums of such insurance coverage exceed such amount, the
Surviving Corporation shall be obligated to obtain a policy with the greatest
coverage available for a cost not exceeding such amount.  The Merger Agreement
further provides that Parent shall use its best efforts to cause any person or
entity that purchases all or substantially all of the assets of the Company
within three years after the Effective Time to become bound by these insurance
covenants.

     Treatment of Options. In the Merger Agreement, the Company has agreed that
it will, as soon as practical following the closing of the Offer, (1) effect the
cancellation of all options to purchase securities of the Company in accordance
with the relevant provisions of the plan pursuant to which they were granted,
and (2) tender to each person who has subscribed for Shares under the Employee
Stock Purchase Plan in exchange for canceling such subscription a cash payment
equal to the product of (x) the number of Shares subscribed for in the
applicable Subscription Agreement and (y) the excess of the Merger Consideration
over $7.50, in addition to returning all amounts previously deducted from their
payroll to be used towards the purchase price of such Shares, with interest at
the rate of 5.25% per annum.  The Company also agreed not to issue any
additional shares under its Non-Employee Director Stock Compensation Plan,
effective as of March 31, 2000; director fees after that time will be paid in
cash.

Confidentiality Agreement

     Pursuant to a confidentiality agreement dated May 1, 2000 (the
"Confidentiality Agreement"), a copy of which is incorporated by reference as
Exhibit (e)(2), the Company, Parent and Purchaser agreed to keep confidential
certain information provided by the Company or its representatives.  The Merger
Agreement provides that certain information exchanged pursuant to the Merger
Agreement will be subject to the Confidentiality Agreement.

     The foregoing summary of the Confidentiality Agreement is qualified in its
entirety by reference to the Confidentiality Agreement, a copy of which is
attached hereto as Exhibit (e)(2) to this Statement and is incorporated herein
by reference.  The Confidentiality Agreement should be read in its entirety for
a more complete description of the matters summarized above.

Item 4.  The Solicitation or Recommendation.

     (a)  Solicitation Recommendation.

     As more fully described below, the special committee of the Board of
Directors of the Company unanimously recommends that all holders of Common Stock
accept the High Road Offer and tender their Shares in the High Road offer.

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     (b) (i) Background of the High Road Offer; Contact with Parent.

     William J. Liles, III is the Chairman of the Board, President and Chief
Executive Officer of the Company.  According to the Offer to Purchase, Mr. Liles
is also a director and the President of Parent, which formed Purchaser for the
sole purpose of acquiring the Company.  Also according to the Offer to Purchase,
members of the Liles family, including Mr. Liles are, or upon the closing of the
tender offer will be, stockholders of Parent.  Mr. Liles' family has owned a
significant portion of the Company since his father and a partner founded it in
the 1960s.  Mr. Liles has been an employee of the Company since 1974.

     After the death of his father in 1996, Mr. Liles became the beneficial
owner of 626,163 Shares, as co-trustee with his sister and an indirect
beneficiary of the William J. Liles, Jr. Marital Trust (the "Marital Trust"),
and of 54,237 Shares owned by the William J. Liles, Jr. Family Trust (the
"Family Trust"), of which Mr. Liles' mother is trustee and Mr. Liles is a
beneficiary. Mr. Liles is also trustee of two trusts for the benefit of his
sons, which trusts own a total of 3,590 Shares, and Mr. Liles and his wife own
5,133 Shares. The Marital Trust, Family Trust, trusts for Mr. Liles' sons, and
Mr. Liles and his wife are sometimes referred to herein as the "Liles Family."
The 689,123 Shares owned by the Liles Family are sometimes referred to herein as
the "Liles Shares."

     In August 1999, the Company engaged Morgan Keegan & Company, Inc. ("Morgan
Keegan") to act as its financial advisor to consider strategic alternatives,
including a potential sale of the Company, with a view to enhancing stockholder
value.

     With respect to the potential sale of the Company, the Board authorized
Morgan Keegan to solicit potential bids to acquire the Company and prepare a
memorandum containing certain confidential information about the Company (the
"Confidential Memorandum"). Following the Board's authorization, Morgan Keegan
contacted 20 to 25 potential bidders, including Robert E. Low, the President of
New Prime, Inc., one of the Company's principle competitors. Of those 20 to 25
parties, nine entered into confidentiality agreements with the Company and were
furnished copies of the Confidential Memorandum. None of the 9 companies
conducted additional diligence of the Company. Morgan Keegan contacted Mr. Low
in October 1999 and offered to send him the Confidential Memorandum provided
that Mr. Low enter into a confidentiality agreement with the Company, which
included a two-year standstill provision. Mr. Low declined to execute the
confidentiality agreement, and, therefore, did not receive a copy of the
Confidential Memorandum. Morgan Keegan attempted several times thereafter to get
Mr. Low to begin negotiations regarding acquiring the Company.

     Over the next several months, Mr. Low acquired 539,600 shares of the
Company's common stock, or approximately 13% of its outstanding shares of
capital stock. On February 10, 2000, Mr. Low filed an amendment to his Schedule
13D and issued a press release stating that he wanted to explore a transaction
with the Company.

     On February 11, 2000, Mr. John H. ("Chip") Grayson, Jr., Managing Director
of Morgan Keegan, called Mr. Low. Mr. Low expressed to Mr. Grayson a strong
interest in pursuing a friendly transaction with the Company and asked to meet
with Mr. Liles to discuss such a transaction. Mr. Low indicated that he was
interested in keeping the Company's current management team, including Mr.
Liles, in place after the consummation of any transaction. On February 14, 2000,
Messrs. Low and Liles met in Biloxi, Mississippi, at which time Mr. Low
reiterated his interest in a friendly transaction with the Company. Mr. Liles
stated to Mr. Low that, notwithstanding the price at which the Common Stock was
then trading, he would not be

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interested in a sale of the Company for less than its book value, which was
approximately $12.60 per share. Mr. Low responded by stating that such a price
would represent a 100% premium over the then current trading price of the Common
Stock and that he believed that a price in the range of $7 to $7.50 per share
would represent a fair price for the Common Stock.

     Over the course of the next several weeks, Mr. Grayson had numerous
telephone conversations with Mr. Low and his representatives during which Mr.
Low indicated his desire to bring a team to the Company's principal office in
Richland, Mississippi to meet with the Company's current management team and
conduct due diligence. On February 28, 2000, Mr. Grayson informed Mr. Low via
telephone that the Company would require a written indication of interest in the
price range of $12.00 per share and a fully-executed confidentiality agreement
containing a two year standstill provision to allow Mr. Low access to the
Company's confidential, non-public information.

     On March 1, 2000, Mr. Low informed Mr. Grayson via telephone that his
counsel advised him that providing the Company with a written indication of
interest would require him to amend his Schedule 13D and make such written
indication of interest a matter of public record. Mr. Low stated that he
preferred to indicate orally that he was willing to pay a purchase price for the
Company that was between the current market price and book value per share of
the Company. Mr. Grayson informed Mr. Low that he would bring Mr. Low's proposal
to the Board of Directors of the Company.

     On March 16, 2000, Mr. Low sent the following letter to the Company making
public his interest in exploring the possibility of acquiring the Company.

                                                                  March 15, 2000

Mr. Jack Liles
Chairman of the Board, President and Chief Executive Officer
KLLM Transport Services, Inc.
135 Riverview Drive
Richmond, Mississippi 39218

Dear Jack:

     This letter is to express my interest in acquiring KLLM Transport Services,
Inc., either directly or through New Prime, Inc., a corporation wholly-owned by
me, in an all cash transaction.

     Although I have not had the opportunity to conduct any due diligence other
than a preliminary review of KLLM's public documents, I think that a premium of
as much as 25% over the closing price of KLLM's common stock, as quoted on the
Nasdaq Stock Market on the trading day first preceding the disclosure of our
interest expressed in this letter, would be feasible. Based upon Tuesday's
closing price, the price per share to your stockholders would be approximately
$7.60 per share.

     As you know, I have filed a Schedule 13D as a result of the level of my
ownership of KLLM shares, which requires amendment upon the occurrence of any
material change in the information contained therein. Consequently, I have filed
an amendment to my Schedule 13D contemporaneously with the delivery of this
letter disclosing my having advised you of my interest in acquiring KLLM (either
directly or indirectly) on a friendly basis and the execution by

                                      -5-


me of a consent of stockholder for the purpose of protecting certain
alternatives that may be pursued by me in the future. A copy of the letter and
the consent of stockholder are attached as exhibits to the amendment.

     I think that an all cash transaction will be attractive to your
stockholders, who currently hold a stock which is thinly traded and historically
has not paid dividends, to liquidate their investment in KLLM at a substantial
premium over current share value.

     I would like to emphasize my desire to proceed with exploratory discussions
with you and your management as promptly as possible, with the dual objectives
of commencing a due diligence-review (subject, of course, to an appropriate
confidentiality agreement), and negotiating the specific terms of an all cash
transaction with KLLM on a friendly basis.

     I look forward to hearing from you.

                                        Very truly yours,

                                        /s/ Robert E. Low
                                        -----------------
                                        Robert E. Low

     On March 17, 2000, Mr. Low executed a Consent of Stockholder providing for,
among other things, the removal of the current Board and replacing it with Mr.
Low's slate of directors.  According to the preliminary consent solicitation
materials, Mr. Low began the process to replace the Company's Board to
facilitate his acquisition of the Company without the approval of the Company's
current Board of Directors.  A copy of the Consent of Stockholder was delivered
to the registered agent of the Company in the State of Delaware on the next day,
thereby establishing the record date for the record holders entitled to exercise
their consent as March 17, 2000.

     At a Board of Directors meeting on March 20, 2000, Mr. Liles conveyed his
interest in making a proposal to acquire the Company. In addition, on or about
March 20, 2000, Mr. Grayson informed Mr. Low via telephone that a majority of
the Board would be receptive to an offer from Mr. Low, at a higher price than
the price per share set forth in Mr. Low's March 15, 2000 letter.  Mr. Low did
not increase his offered price.

     On March 23, 2000, in response to Mr. Liles' indication of his interest to
acquire the Company, the Board created a Special Committee of the Board of
Directors to consider and negotiate the terms of the potential sale of control
of the Company, independently and on behalf of the Company's stockholders. The
Special Committee is comprised of Leland Speed, as Chairman, Dr. Walter Neely
and David Metzler. Morgan Keegan was requested to act as financial advisor for
the Special Committee, and Alston & Bird LLP was requested to act as legal
counsel to the Special Committee.

     On March 23, 2000, the Special Committee considered the price per share
indicated by Mr. Low and concluded that such price was wholly inadequate
relative to the current book value of the Company and in light of Mr. Liles'
indication on March 20, 2000, that he was interested in making a competing bid
for the Company. The Special Committee believed that an active auction of the
Company would render a higher price. The Special Committee also determined that
it was not in the best interests of the Company and its stockholders to allow
Mr. Low, the President of one of the Company's principal competitors, to meet
with the Company's current management team and to conduct due diligence unless
Mr. Low entered into an acceptable confidentiality

                                      -6-


agreement and provided the Company with an indication of interest at a price per
share greater than set forth in Mr. Low's March 15, 2000 letter. The Special
Committee, in making such decision, reasoned that it was in the best interests
of the Company and its stockholders not to allow Mr. Low to conduct a due
diligence review and management interviews because allowing him to do so would
lead to his obtaining confidential, non-public information about the Company.
The Special Committee contemplated that Mr. Low could merely have been
indicating his interest in the Company to obtain confidential information about
the Company. The Special Committee further reasoned that it would be detrimental
to the Company and its stockholders to allow Mr. Low, a principal competitor of
the Company, to obtain such information without first obtaining some reasonable
protection for such information through a confidentiality agreement.

     On March 29, 2000, the Special Committee held a telephonic meeting to
discuss the process for seeking the best price and terms for the sale of the
Company. At that meeting, the Special Committee discussed indications by Mr.
Liles that Mr. Liles was putting together an offer to acquire all of the
outstanding capital stock of the Company not owned by him or related family
interests. Sidney J. Nurkin of Alston & Bird LLP advised the Special Committee
of its legal obligations relating to a potential transaction. The members of the
Special Committee agreed that the Company should endeavor to obtain suitable
confidentiality agreements from both Messrs. Low and Liles so that they could
treat each of them equally and conduct an orderly auction of the Company in an
attempt to maximize stockholder value.

     On March 29, 2000, Mr. Grayson sent Mr. Low a form of confidentiality
agreement that had been signed on behalf of the Company. Mr. Grayson asked Mr.
Low to execute such agreement so that the Company could allow Mr. Low to conduct
a due diligence review of the Company. On March 29, 2000, Mr. Nurkin sent Ms.
Dionne Rousseau of Jones, Walker, Waechter, Poitevant, Carrere & Denegre,
L.L.P., counsel to Mr. Liles, a form of confidentiality agreement for Mr. Liles'
execution. The form of confidentiality agreements sent to Messrs. Low and Liles
were substantially identical, and each contained a two-year standstill
provision. According to a letter dated March 30, 2000 from Mr. Low to Mr.
Grayson, Mr. Low did not execute the confidentiality agreement because he
believed that it was unacceptable, primarily because of the two-year standstill
provision. On March 30, 2000, Ms. Rousseau informed Mr. Nurkin via telephone
that Mr. Liles would not enter into a confidentiality agreement with the Company
until Mr. Low did so.

     On March 30, 2000, the Company filed its Annual Report on Form 10-K for its
fiscal year ended December 31, 1999, wherein it was disclosed that KLLM, Inc., a
wholly owned subsidiary of the Company, had entered in December 1999 into change
in control agreements with Mr. Liles, Steven L. Dutro and Nancy M. Sawyer, each
an executive officer of the Company, as well as several others. The Company also
disclosed that it anticipated entering into change in control agreements with
certain additional employees, which it subsequently did. These agreements
provide for, among other things, a bonus payment if such employee's employment
with the Company shall have terminated within 12 months after a change in
control as a result of such executive's termination by the Company without cause
or such executive's resignation for good reason. The change in control
agreements provide that such bonus is payable in full on the date of such
termination and will cause the Company to pay such employees, upon certain
triggering events, in the aggregate approximately $1,876,600.

     On March 30, 2000, Mr. Liles filed an amendment to his Schedule 13D, in
which Mr. Liles stated that he had communicated to the Board of Directors of the
Company that he had a strong interest in acquiring the Company and was in the
process of developing a proposal for such an acquisition.

                                      -7-


     On April 5, 2000, Mr. Low sent the following letter to the Company
demanding access to, among other things, the Company's stockholder list and
securities listing position.


                                                                   April 5, 2000
     Via Overnight Delivery

Corporate Secretary
KLLM Transport Services, Inc.
135 Riverview Drive
Richland, Mississippi 39218

     The Prentice-Hall Corporation System, Inc. as Registered Agent of
     KLLM Transport Services, Inc. 1013 Centre Road Wilmington, Delaware

Ladies and Gentlemen:

     I am a stockholder of record of 100 shares of Common Stock, par value $1.00
per share, including the associated rights to purchase preferred stock ("Common
Stock"), of KLLM Transport Services, Inc., a Delaware corporation (the
"Company"). I also beneficially own 539,500 shares of Common Stock.

     Pursuant to ss. 220 of the Delaware General Corporation Law, I hereby
demand that at a time not later than the opening of business on April 13, 2000
you make available for inspection and copying the Company's stock ledger and a
list of stockholders dated as of March 17, 2000.

     In addition to and as part of the foregoing demand, I hereby request:

     (a) A list of the record holders of the Company, dated as of March 17, 2000
and certified by the Company or its transfer agent, showing the names and
addresses of each record holder of the Company and their stockholdings.

     (b) A magnetic computer tape list of the stockholders of the Company as of
March 17, 2000 showing the names, addresses and number of shares of Common Stock
held by such stockholders, together with such computer processing data as is
necessary for me to make use of such magnetic computer tape for verification
purposes.

     (c) All information in or which comes into the Company's possession or
control, or which can reasonably be obtained from brokers, dealers, banks,
clearing agencies or voting trustees or their nominees concerning the names,
addresses and number of shares of Common Stock held by the participating brokers
and banks named in the individual nominee names of Cede & Co., Pacific & Co.,
Kray & Co., Philadep, DLJ and other similar nominees, and a list or lists
containing the name, address and number of shares of Common Stock attributable
to any participant in any Company employee stock ownership or comparable plan in
which the decision regarding the voting of Common Stock held by such plan is
made, directly or indirectly, individually or collectively, by the participants
in the plan.

     (d) All information in or which comes into the Company's possession or
control, or which can reasonably be obtained from brokers, dealers, banks,
clearing agencies or voting trustees

                                      -8-


relating to the names of the beneficial owners of shares of Common Stock
("NOBO's") in the format of a printout in descending order balance.

     I will bear the reasonable costs incurred by the Company (including those
of its transfer agent) in connection with the production of the above
information.

     The purpose of this demand is to enable me to communicate with my fellow
Company stockholders on matters relating to our mutual interests as stockholders
including the solicitation of written consents for the removal of the Company's
current Board of Directors.

     I hereby designate and authorize Steven D. Crawford and Gallop, Johnson &
Neuman, L.C., their respective partners, officers and employees, and any other
persons to be designated by me, acting together, singly or in combination, to
conduct, as my agents, the inspection and copying herein requested.

     Please advise Steven D. Crawford (800-848-4560) immediately whether you
will voluntarily supply the requested information or when and where the items
demanded above will be readily available to me.

                                        Very truly yours,

                                        /s/ Robert E. Low
                                        -----------------
                                        Robert E. Low

     The Company provided Mr. Low with a list of the Company's stockholders as
of March 17, 2000 and a list of NOBOs pursuant to his request above.

     On April 6, 2000, Mr. Low received a letter from Mr. Grayson indicating
that the Company would be willing to consider a six-month standstill agreement.
Mr. Low once again reiterated that while he would be willing to sign a
confidentiality agreement to protect any proprietary information which may be
disclosed to Mr. Low during a due diligence review of the Company, Mr. Low would
be unwilling to agree to any form of a standstill obligation on his part. In
light of Mr. Low's commencing a consent solicitation to replace the Board, the
Special Committee made the decision to require a standstill provision in any
confidentiality agreement it obtained from Mr. Low because such an agreement
would allow the Company to undertake an orderly auction of the Company and to
treat both Messrs. Low and Liles equally. Mr. Low's consent solicitation was
seeking to remove the current Board, including the members of the Special
Committee, and replace it with a new slate of directors proposed by Mr. Low,
including Mr. Low himself. The Special Committee reasoned that the standstill
provision was now necessary for an orderly process because it would force Mr.
Low to withdraw his consent solicitation, thereby eliminating the possibility
that the members of the Special Committee would be removed from office and
allowing them to proceed with an auction of the Company.

     Also on April 6, 2000, Mr. Low received a call from Mr. Leland R. Speed, a
director of the Company and Chairman of the Special Committee, urging that Mr.
Low reconsider entering into a short-term standstill agreement of three months.
Mr. Low once again indicated that he would have no interest in entering into a
standstill agreement of any duration with the Company.

     On April 6, 2000, Mr. Grayson informed Mr. Low via telephone that the
purpose of the Special Committee is to maximize the value of the Company for its
stockholders. Mr. Grayson also informed Mr. Low that, upon Mr. Low entering into
a satisfactory confidentiality agreement,

                                      -9-


the Special Committee was prepared to use its best efforts to provide Mr. Low
with sufficient access to the Company to provide Mr. Low substantially the same
information Mr. Liles has about the Company.

     On April 11, 2000, Mr. Nurkin reiterated to Mr. Steve Crawford, counsel to
New Prime, Inc. and, as indicated by Mr. Crawford, counsel to Mr. Low, that upon
Mr. Low entering into a satisfactory confidentiality agreement, the Special
Committee was prepared to use its best efforts to provide Mr. Low with enough
access to the Company to give Mr. Low substantially the same information Mr.
Liles has about the Company.

     On April 12, 2000, Mr. Low, through Low Acquisition, Inc., commenced the
Low Offer. The Low Offer was subject to certain conditions, including, making
the Rights Plan inapplicable to the offer, approving, in accordance with Section
203 of the DGCL, any negotiated transaction with Mr. Low, having no other tender
offer for some or all of the shares of the Common Stock being commenced or
publicly proposed to be made and having no material amount of indebtedness of
the Company accelerated by the offer. Subsequent to the commencement of the Low
Offer, as discussed below, a proposal for another tender offer for all
outstanding shares of Common Stock was made to the Special Committee and was
publicly announced. Additionally, the Low Offer would have created a default
under the Company's existing revolving credit facility. Consequently, at least
two of the conditions of the Low Offer would have had to been waived by Mr. Low.
The Low Offer was not contingent upon Mr. Low obtaining financing.

     Contemporaneously with the commencement of the Low Offer, Mr. Low filed a
preliminary consent statement on Schedule 14A with the Securities and Exchange
Commission in which he indicated his plan to initiate a consent solicitation to
permit the consummation of his unsolicited tender offer to acquire the Company,
through Low Acquisition, Inc., as described above and therein. If Mr. Low's
consent solicitation had been successful, he would have replaced the Board with
his own designees, who then would have been able to redeem the Rights Plan,
approve the transactions contemplated by the Low Offer, and remove any other
impediments to Mr. Low completing the transactions contemplated by the Low
Offer.  This would have allowed Mr. Low to complete the Low Offer upon his
successful obtainment of more than 50% of the outstanding Shares in his tender
offer.  As discussed below, on May 1, 2000, Mr. Low ultimately terminated his
consent solicitation.

     On April 12, 2000, the Special Committee met to discuss Mr. Low's tender
offer and determine how to proceed to obtain the maximum value for the
stockholders of the Company. Mr. Nurkin advised the special committee of the
legal implications of the Low Offer and explained the rules regarding
communication with stockholders during a tender offer. The special committee
discussed the used of an auction process to encourage other bidders for the
Company to come forward and agreed to file a Schedule 14D-9 in response to the
Low Offer.

     On April 19, 2000, Mr. Liles and Bernard J. Ebbers (collectively, the
"Liles Group") submitted a proposal to the Special Committee to acquire, by
means of a tender offer, all of the outstanding Shares (other than those shares
held in treasury or by Mr. Liles and trusts controlled by his family) for $8.25
per share in cash. The proposal of the Liles Group was subject to certain
conditions, including requiring the Company to deal exclusively with the Liles
Group unless the Company obtained an unsolicited superior proposal and paid up
to $1 million in fees (which amount included a $750,000 cash break-up fee) if
the Company entered into a transaction with a third party, making the Rights
Plan inapplicable to the offer, and approving any negotiated transaction with
the Liles Group in accordance with Section 203 of the DGCL. The Liles Group's
proposal was not subject to the Liles Group obtaining financing, except for the
requirement that

                                      -10-


the Company must execute a commitment letter to refinance its existing revolving
credit facility, and have in place a definitive agreement consistent with the
terms of the Commitment letter upon the closing of the transaction.

     On April 20, 2000, the Special Committee met via telephone conference to
discuss Mr. Liles' proposal and to determine how to proceed to obtain the
maximum value for the stockholders of the Company. After discussion, the Special
Committee concluded that it could not agree to the conditions set forth in Mr.
Liles' proposal and instructed counsel to the Committee to communicate that
conclusion to counsel for Mr. Liles. Mr. Nurkin conveyed the Special Committee's
decision to Ms. Rousseau via telephone.  The Special Committee also authorized
by Mr. Grayson to actively seek other bidders for the Company.

     On April 21, 2000, the Special Committee received the following letter from
Mr. Low:



                     [Letterhead of Low Acquisition, Inc.]

                                 April 21, 2000


Mr. Leland R. Speed, Chairman of the Special Committee
 of the Board of Directors of KLLM Transport Services, Inc.
c/o Sidney J. Nurkin, Esq.
Alston & Bird, LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424

Dear Mr. Speed:

     I have reviewed the press release announcing the proposal of the Jack Liles
family and Bernard J. Ebbers to acquire KLLM Transport Services, Inc. for $8.25
per share and the Schedule 13D/A filed by Jack Liles which, among other things,
contained a copy of the written proposal submitted by the Liles/Ebbers group.

     While I commend your Special Committee for seeking to maximize stockholder
value in connection with the sale of KLLM, I am very concerned over what could
be construed to be an effort to abandon a fair auction process by giving one
bidder, led by the Chief Executive Officer of KLLM, significant advantage over
any other bidder, including myself. Specifically, I am referring to the
provisions contained in the Liles/ Ebbers group's proposal which would provide a
"bust-up" fee and expense, which in the aggregate would amount to $1 million if
a "Superior Proposal" was accepted by the KLLM Board.

     I have attempted in good faith to meet with the KLLM Board and, not being
successful in that effort, and at my personal expense, have commenced a tender
offer with a view toward acquiring the entire equity interest in KLLM at Low. As
stated in the tender offer materials, and as mentioned to you, I still wish to
discuss my proposal to KLLM with you and other appropriate representatives of
KLLM on a friendly basis, and I am prepared to increased my offer.

                                      -11-


     I think that the KLLM Board would be in violation of its fiduciary duties
to the KLLM stockholders if it did not permit me to submit a new proposal to
compete with the Liles/Ebbers group's offer before obligating KLLM to such
exorbitant fees and expenses if a "Superior Proposal" is received by KLLM.
Obviously, I, along with any other potential bidder, would have to take such
fees and expenses into account in determining the amount of our per share
purchase price. This can only be harmful to the KLLM stockholders who might
otherwise have been in a position to receive all or a substantial portion of
such fees and expenses paid to the Liles/Ebbers group.

     I am hereby demanding that I be given at least a few days to conduct a due
diligence review of KLLM in order to confirm the contemplated increase to the
per share purchase price currently proposed by me to an amount in excess of that
currently proposed by the Liles/Ebbers group. As you know, I am willing, and
indeed expect, to enter into a confidentiality agreement in connection with my
due diligence review.

     Please understand that any agreement on your part to the exorbitant fees
and expenses contained in the Liles/Ebbers group's proposal will result in a
dollar for dollar reduction in the price I would otherwise be prepared to offer
to the KLLM stockholders.

     Based on my conversation last night with KLLM's investment advisor, I am
encouraged that you and your counsel will together devise a fair auction process
aimed at maximizing value to the KLLM stockholders.

     Please call me promptly to arrange for my due diligence review so that I
may be in a position to offer higher value to the KLLM stockholders.

                                        Very truly yours,

                                        /s/ Robert E. Low
                                        -----------------
                                        Robert E. Low

     Mr. Nurkin advised Mr. Crawford that the Special Committee was intent on
conducting an amicable, fair auction in which all potential bidders would be on
equal footing provided that such bidders executed a confidentiality agreement.
Mr. Nurkin also advised Mr. Crawford that the Special Committee had no present
intent to accept the Liles Group's proposal; rather, the Special Committee
intended to conduct an auction to maximize stockholder value.

     On April 21, 2000, the Special Committee sent Mr. Low a confidentiality
agreement, which did not contain a standstill agreement.

     In a series of telephone calls to and among the members of the Special
Committee, its financial advisors and its legal advisors on April 21, 2000, the
Special Committee decided to send a letter to each of Mr. Low and Mr. Liles
requesting that they comply with certain bid procedures established by the
Committee, including submitting to the Special Committee by the close of
business on May 5, 2000, agreements for the acquisition of the Company that they
would be prepared to sign and indicating their best offer, expressed on a per
share basis, for the acquisition of the capital stock of the Company (other than
Shares respectively owned or controlled by them and Shares held in the treasury
of the Company). Accordingly, on April 25, the following letters were sent to
Messrs. Low and Liles, respectively, by counsel to the Special Committee:

                                      -12-


                       [ALSTON & BIRD LLP'S LETTERHEAD]

                                April 25, 2000

Mr. Robert Low
Low Acquisition Inc.
2740 N. Mayfair
Springfield, MO 65803

Dear Mr. Low:

     As you know, the Board of Directors of KLLM Transport Services, Inc. (the
"Company") has appointed a Special Committee (the "Committee") to consider and
act with respect to a potential change of control transaction involving the
Company. The Committee is comprised of Leland Speed, David Metzler, and Walter
Neely. Mr. Speed is Chairman of the Committee. This law firm serves as counsel
to the Committee. Morgan Keegan & Co. is the financial adviser to the Committee.
I have been asked to send this letter to you on behalf of the Committee.

     You have commenced a tender offer to acquire all of the outstanding capital
stock of the Company, other than those shares owned by you or other members of
your group, at a price of $7.75. You have also filed materials with the
Securities and Exchange Commission with respect to a consent solicitation
seeking to remove all of the present directors of the Company and to replace
them with your nominees. As you are also aware, a group headed by Mr. Jack Liles
(the "Liles Group") has advised the Committee of its interest in making an offer
to acquire all of the outstanding capital stock of the Company at a price of
$8.25 per share.

     The Committee is of the belief that the sale of the Company is inevitable.
As such, the Committee is committed to obtaining the best price and terms
available for the benefit of the stockholders of the Company. To that end, Mr.
John Grayson, Jr. of Morgan Keegan & Co. has advised you personally, and the
undersigned has advised your attorney Mr. Steven Crawford, of the willingness of
the Committee to provide you such non-public information concerning the business
and affairs of the Company as you reasonably request in writing, subject to your
execution of an appropriate confidentiality agreement. We have previously
advised you and your counsel that such confidentiality agreement need not
contain a standstill provision, and we have furnished you with a copy of a form
of confidentiality agreement for your consideration. Upon your execution of a
confidentiality agreement reasonably satisfactory to the Committee, the
Committee is prepared to furnish to you such non-public information concerning
the Company as you reasonably request in writing with the expectation that such
information will assist you in increasing the financial offer that you have made
for the outstanding capital stock of the Company. Such information will be
provided to you at the offices of attorneys for the Company in Jackson,
Mississippi.

     The Committee has established certain guidelines which we ask you to follow
in connection with the bidding process involving the potential sale of the
Company. Specifically, we ask you to furnish to the Committee, to the attention
of the undersigned, no later than the close of business on May 5, 2000, the
written agreement for the acquisition of all of the outstanding capital stock of
the Company that you are prepared to sign. Such agreement should contain your
highest and best financial offer, expressed on a per-share basis, that you are
willing to pay for all of the outstanding capital stock of the Company. You may
structure the transaction as a tender offer with a follow-on merger or as a
merger transaction.

                                      -13-


     Notwithstanding any other terms or provisions in that agreement, that
agreement must provide that, if it is accepted by the Committee, the Company
shall nonetheless have the continued right to furnish information to and engage
in discussions with other persons who have made or have expressed an interest in
making an offer for the Company that the Committee believes, in consultation
with its legal and financial advisers, is likely to result in a superior
proposal. In addition, the Company must have the right to terminate the
agreement, to withdraw any recommendation made with respect to the transactions
provided for in the agreement, and to refrain from submitting the agreement to
the stockholders of the Company for their vote (if any part of the transaction
requires a stockholder vote), in each case without incurring any liability to
you other than the payment of a reasonable break-up fee upon consummation of a
transaction with any other person.

     Further, the agreement must contain covenants to the effect that, until
such time as you have acquired all of the issued an outstanding capital stock of
the Company, you will not cause the Company to incur any additional
indebtedness, nor will you cause the assets of the Company to be pledged to
secure any indebtedness incurred by you in connection with your acquisition of
such shares.

     Contemporaneously with this letter to you, we are submitting a letter to
the Liles Group requesting that they too furnish to the Committee, no later than
the close of business on May 5, 2000 an agreement for the acquisition of all of
the outstanding capital stock Company that they are prepared to sign. The Liles
Group will be advised that its agreement must also contain the provisions
described in the preceding paragraphs.

     The Committee intends to consider the offer made by you and any offer that
may be made by the Liles Group promptly following the close of business on May
5, 2000. The Committee reserves the right to take any action with respect to any
offer made by you or that may be made by the Liles Group or any other person
that it believes, in the exercise of its fiduciary duties, is appropriate,
including, without limitation, negotiating further with you or with
representatives of the Liles Group for improved price and terms, entering into
agreements with you or with the Liles Group pursuant to which the Board of
Directors would, subject to its right to withdraw such recommendation, recommend
the transaction provided for in that agreement to the stockholders of the
Company, to reject and make no recommendation with regard to the offer made by
you or that may be made by the Liles Group, or to consider and act with respect
to any offer providing for the acquisition of the Company made by any other
person, if the Committee believes, in consultation with its legal and financial
advisors, that offer is likely to result in a superior proposal.

     We ask that you advise the undersigned as promptly as possible if you will
agree to participate in the bidding process on the terms set forth in this
letter. If you so agree, the Committee will ask you to extend your tender offer
for an additional 20 days and to defer the commencement of your consent
solicitation until on or after May 5, 2000.

     If you should have any questions about the process that the committee
desires to follow, please contact the undersigned promptly.

                                        Sincerely,

                                        /s/ Sidney J. Nurkin
                                        --------------------
                                        Sidney J. Nurkin

                                      -14-


                       [ALSTON & BIRD LLP'S LETTERHEAD]

                                April 25, 2000

Mr. William J. Liles, III
c/o Dionne M. Rousseau, Esq.
Jones, Walker, Waechter, Poitevent Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, LA 70170

Bernard J. Ebbers
c/o Charles P. Adams, Jr.
Adams and Reese LLP
111 Capital Building, Suite 350
111 Capital Street
Jackson, MS 39225

Dear Mr. Liles:

     As you know, the Board of Directors of KLLM Transport Services, Inc. (the
"Company") has appointed a Special Committee (the "Committee") to consider and
act with respect to a potential change of control transaction involving the
Company. The Committee is comprised of Leland Speed, David Metzler, and Walter
Neely. Mr. Speed is Chairman of the Committee. This law firm serves as counsel
to the Committee. Morgan Keegan & Co. is the financial adviser to the Committee.
I have been asked to send this letter to you on behalf of the Committee.

     You have advised the Committee of your interest in making an offer to
acquire all of the outstanding capital stock of the Company, other than those
shares owned by you or trusts controlled by your family, at a price of $8.25 per
share. As you are aware, Mr. Robert Low has commenced a tender offer to acquire
all of the outstanding capital stock of the Company at a price of Low. Mr. Low
has also filed materials with the Securities and Exchange Commission with
respect to a consent solicitation seeking to remove all the present directors of
the Company and to replace them with his nominees.

     The Committee is of the belief that the sale of the Company is inevitable.
As such, the Committee is committed to obtaining the best price and terms
available for the benefit of the stockholders of the Company. To that end, the
Committee is willing to provide you such non-public information concerning the
business and affairs of the Company as you reasonably request in writing,
subject to your execution of an appropriate confidentiality agreement. We have
previously furnished you with a copy of a form of confidentiality agreement for
your consideration. Upon your execution of a confidentiality agreement
reasonably satisfactory to the Committee, the Committee is prepared to furnish
to you such non-public information concerning the Company as you reasonably
request in writing with the expectation that such information will assist you in
increasing your financial offer for the outstanding capital stock of the
Company. Such information will be provided to you at the offices of attorneys
for the Company in Jackson, Mississippi.

     The Committee has established certain guidelines which we ask you to follow
in connection with the bidding process involving the potential sale of the
Company. Specifically, we ask you to furnish to the Committee, to the attention
of the undersigned, no later than the close of business on May 5, 2000 the
written agreement for the acquisition of all of the outstanding capital

                                      -15-


stock of the Company that you are prepared to sign. Such agreement should
contain your highest and best financial offer, expressed on a per-share basis,
that you are willing to pay for all of the outstanding capital stock of the
Company. You may structure the transaction as a tender offer with a follow-on
merger or as a merger transaction.

     Notwithstanding any other terms or provisions in that agreement, that
agreement must provide that, if it is accepted by the Committee, the Company
shall nonetheless have the continued right to furnish information to and engage
in discussions with other persons who have made or have expressed an interest in
making an offer for the Company that the Committee believes, in consultation
with its legal and financial advisers, is likely to result in a superior
proposal. In addition, the Company must have the right to terminate the
agreement, to withdraw any recommendation made with respect to the transactions
provided for in the agreement, and to refrain from submitting the agreement to
the stockholders of the Company for their vote (if any part of the transaction
requires a stockholder vote), in each case without incurring any liability to
you other than the payment of a reasonable break-up fee upon consummation of a
transaction with any other person.

     Further, the agreement must contain covenants to the effect that, until
such time as you have acquired all of the issued an outstanding capital stock of
the Company, you will not cause the Company to incur any additional
indebtedness, nor will you cause the assets of the Company to be pledged to
secure any indebtedness incurred by you in connection with your acquisition of
such shares.

     Contemporaneously with this letter to you, we are submitting a letter to
Mr. Low requesting that he also furnish to the Committee, no later than the
close of business on May 5, 2000, an agreement for the acquisition of all of the
outstanding capital stock Company that he is prepared to sign. Mr. Low will be
advised that his agreement must also contain the provisions described in the
preceding paragraphs.

     The Committee intends to consider any offer that you may make and any offer
that may be made by Mr. Low promptly following the close of business on May 5,
2000. The Committee reserves the right to take any action with respect to any
offer that you may make or that may be made by Mr. Low or any other person that
it believes, in the exercise of its fiduciary duties, is appropriate, including,
without limitation, negotiating further with you or with Mr. Low for improved
price and terms, entering into agreements with you or with Mr. Low pursuant to
which the Board of Directors would, subject to its right to withdraw such
recommendation, recommend the transaction provided for in that agreement to the
stockholders of the Company, to reject and make no recommendation with regard to
any offer that you may make or that may be made by Mr. Low, or to consider and
act with respect to any offer providing for the acquisition of the Company made
by any other person if the Committee believes that offer to be a superior
proposal.

     We ask that you advise the undersigned as promptly as possible if you will
agree to participate in the bidding process on the terms set forth in this
letter. If you should have any questions about the process that the committee
desires to follow, please contact the undersigned promptly.

                                        Sincerely,

                                        /s/ Sidney J. Nurkin
                                        --------------------
                                        Sidney J. Nurkin

                                      -16-


     On April 26, 2000, the Company's Board of Directors, acting by unanimous
written consent, in order to facilitate negotiations with Mr. Low to maximize
the value to the Company's stockholders extended the date upon which the Rights
would become exercisable from April 26, 2000 until May 8, 2000, or such earlier
or later date as the Board of Directors may from time to time fix.

     On April 27, 2000, Mr. Low, Low Acquisition and Morgan Keegan, as financial
advisor to the Special Committee, entered into a confidentiality agreement. As a
result of Mr. Low's and Low Acquisition's willingness to enter into the
Confidentiality Agreement, they were given the opportunity to conduct a due
diligence review of KLLM's operations.

     Also, on April 27, 2000, the Special Committee received a Letter Agreement
from Mr. Low and Low Acquisition in which Mr. Low and Low Acquisition advised
the Special Committee of their intention to participate in the bidding process
on the terms set forth in Mr. Nurkin's letter to Mr. Low and Low Acquisition on
April 25, 2000, that they would withdraw their proposed consent solicitation and
that they would not attempt to effect a change in the composition of the
Company's Board of Directors until May 30, 2000.  In consideration, the Company
agreed to forego issuing any equity security until the earlier of June 9, 2000,
or the date upon which the Company entered into a definitive agreement with a
third party for the purchase of all the Company's outstanding capital stock (the
"Termination Date") and made representations as to the number of Shares
outstanding.  The Special Committee determined that entering into the Letter
Agreement would be in the best interests of the Company and its stockholders.

     On April 28, 2000, the Board of Directors held a special meeting via
telephone for the purpose of approving the proposed Letter Agreement, as
recommended by the Special Committee. Mr. Liles recused himself prior to any
discussion on the merits of the Letter Agreement on the premise that he was
involved in efforts to acquire the Company, and, consequently, had a potential
conflict of interest with regard to the matter. The remaining four directors
approved the Letter Agreement. In connection with the approval of the Letter
Agreement, the Board of Directors extended until the Termination Date the date
upon which the Rights issued under the Rights Agreement could become
exercisable. Later that day, Mr. Low, Low Acquisition and the Company entered
into the Letter Agreement, a copy of which is incorporated by reference as
Exhibit (e)(7). Mr. Low then withdrew his preliminary consent solicitation,
which sought to remove the Company's Board of Directors, and extended his tender
offer until midnight New York City time on May 30, 2000.

     Also, on April 28, 2000, Ms. Rosseau informed Mr. Nurkin that the Lilies
Group intended to participate in the bidding process on the terms set forth in
Mr. Nurkin's letter to the Liles Group, dated April 25, 2000. Mr. Liles and
Morgan Keegan as financial advisor to the Special Committee, executed a
confidentiality agreement, a copy of which is attached hereto as Exhibit (e)(2).

     During the week of May 1, 2000, the Special Committee afforded Mr. Low and
his representatives the opportunity to conduct a due diligence investigation of
the Company and its affairs and condition.

     On May 5, 2000, Mr. Low and the Liles Group submitted proposals to the
Special Committee for the acquisition of the Shares. Thereafter, the Special
Committee commenced negotiations with both parties. During the course of the
negotiations, Mr. Low made several proposals to acquire the Shares at per share
prices up to $9.25, but in each case he subsequently

                                      -17-


reduced the offered price prior to its acceptance by the Special Committee. The
Liles Group also made proposals to the Special Committee to acquire the Shares
at per share prices up to $9.00, but prior to May 18, 2000, those proposals were
subject to certain conditions, including a condition that the indebtedness of
the Company be refinanced, and contained a requirement that the Company
reimburse the Liles Group for their expenses if their proposal was not
ultimately successful, which the Special Committee found unacceptable. On May
18, 2000, following a reduction by Mr. Low of his proposed price to $8.75 per
share, the Liles Group submitted an offer to the Special Committee to acquire
the Shares (other than the Liles Shares) at a price per share of $8.80, which
was not subject to any financing condition. The Special Committee concluded that
it would recommend the Liles and Ebbers offer to the Company's Board of
Directors. Shortly prior to the meeting of the Company's Board of Directors
convened for the purpose of considering that offer, the Liles Group advised the
Special Committee that they were withdrawing their offer. Accordingly, on May
22, 2000, the Special Committee announced that the Liles Group had withdrawn
their offer to acquire the Company and that the Company would continue its
efforts to maximize stockholder value, including seeking a transaction with Mr.
Low that could be supported by the Board of Directors. On May 23, 2000, Mr.
Liles announced that he was forced to withdraw from the bidding but that he was
engaged in efforts to present another proposal to the Special Committee to
acquire the Company.

     Following the withdrawal of the offer of the Liles Group, Mr. Low reduced
his offer to $7.75 per share for all Shares. After further negotiations with the
Special Committee, Mr. Low increased his offer to $7.80 per share, and on May
24, 2000, after considering various alternatives to a sale of the Company, the
Special Committee agreed to recommend to the Company's Board of Directors the
offer of Mr. Low, which was the only offer for the acquisition of the Company
then outstanding.

     On May 25, 2000, prior to the acceptance by the Board of Directors of the
offer by Mr. Low to acquire the Company for $7.80 per share, the Liles Group
submitted a proposal to purchase all of the outstanding Shares (except the Liles
Shares) at a price of $8.05 per share in cash pursuant to the terms of a
proposed merger agreement substantially in the form of the Merger Agreement
described herein.  This proposal by the Liles Group was not subject to any
conditions or requirements that were unacceptable to the Special Committee.  The
proposal was unanimously recommended by the Special Committee to the Company's
Board of Directors.  At a telephonic Board meeting, Mr. Nurkin described to the
Special Committee the customary conditions and the expense reimbursement
provisions contained in the proposal, and Mr. Grayson presented the opinion of
Morgan Keegan as to the fairness of the proposal, from a financial point of
view, to the Company's public stockholders, and the reasons for that opinion, a
copy of which is attached hereto as Annex A.  The Company's Board of Directors,
with the exception of Mr. Liles, who due to his conflict of interest did not
attend the meeting, unanimously approved the proposal on May 25, 2000,
authorized an amendment to the Company's Stockholder Rights Plan to except the
transaction from the operation of the plan (a copy of which is incorporated by
reference as Exhibit (e)(5)), adopted resolutions exempting the transaction and
certain related transactions from Section 203 of the DGCL, and authorized the
Company to enter into the Merger Agreement.  The Liles Group then caused Parent
and Purchaser to be formed.

     Immediately following the meeting of the Company's Board of Directors,
representatives of Mr. Low were advised of the Board's decision and that it was
anticipated that a merger agreement would be entered into between the Company
and Parent later in the day of May 25, 2000.  Mr. Low's representatives
requested additional time to consider the matter.  The Special Committee
considered that request, and in light of the fact that Mr. Low had been involved
in attempts to acquire the Company for a number of months, had been involved in
the bidding

                                      -18-


process established by the Special Committee for approximately one month, had
been given an opportunity to review the business and affairs of the Company for
several weeks and had been provided with extensive documentation related to the
operations of the Company and its financial condition, had made (and
subsequently withdrawn) other proposals to acquire the Company at prices greater
than his last proposal made to the Special Committee, that after being advised
of the decision of the Board of Directors Mr. Low had not increased his existing
offer for the acquisition of the Shares, and that the Company would likely
suffer damage (including loss of drivers, employees and customers) if the
auction process was further extended, the Special Committee determined that it
was not in the best interests of the Company or its stockholders to extend the
process further. Accordingly, the Company entered into the Merger Agreement with
Parent and Purchaser.

     On May 26, 2000, the Company, Purchaser and Parent, separately announced
the execution of the Merger Agreement. After the announcement was made, the
Special Committee received a letter from Mr. Low again requesting an extension
of time in which to submit an improved bid for the Shares and indicating that he
might be willing to pay more than $8.05 per Share. Mr. Nurkin advised Mr.
Crawford that a definitive merger agreement had already been executed between
Purchaser, Parent, and the Company, that such definitive agreement permitted the
Company to consider unsolicited superior proposals subject to the payment of a
fee if the Merger Agreement were to be terminated in order to accept a superior
proposal, and that Mr. Low was free to revise his bid if he wished. As of the
date hereof, Mr. Low has not made a firm offer superior to the High Road Offer
accepted by the Board of Directors.

     Also on May 26, 2000 the Company held its annual meeting of stockholders at
which all of the Company's directors were reelected.

     On June 2, 2000, pursuant to the Merger Agreement, Parent and Purchaser
commenced the High Road Offer.

         (ii) Reasons for the Recommendation of the Board of Directors.

     In reaching its recommendation described above in paragraph (a) of this
Item 4, the Board of Directors considered a number of factors, including the
following:

          1.   Company operating and financial condition.  The Board considered
               the current and historical financial condition and results of
               operations of the Company, as well as the prospects and strategic
               objectives of the Company, including the risks involved in
               achieving those prospects and objectives, and the current and
               expected conditions in the industry in which the Company's
               business operates.  The Board also discussed the current
               conditions and pricing pressures in the trucking industry and the
               resulting negative impact of such factors on the Company's
               projected profitability and cash flow.  In addition, the Board
               discussed the negative impact that the sales and auction process
               was having on the Company's operations.

          2.   Transaction financial terms/premium to market price.  The Board
               reviewed the relationship of the Offer Price to the historical
               market prices of the Shares.  The $8.05 offer represents a 69%
               premium over the $4.75 closing price of the Shares on the Nasdaq
               National Market on December 31, 1999, an 24% premium over the
               $6.50 per share price on

                                      -19-


               March 29, 2000, the last full trading day prior to the first
               public disclosure that Mr. Liles had an interest in acquiring the
               Company, and a 3% premium over the $7.80 offer by Mr. Low. The
               Board also discussed that the price being paid in the
               transaction, based on the financial presentation by Morgan
               Keegan, represents a multiple of EBIT (earnings before interest,
               taxes) for the latest 12 months ended March 31, 2000 which
               compares favorably to multiples of EBIT paid in other
               transactions in the trucking industry. The Board was aware that
               the consideration received by holders of Shares in the Offer and
               Merger would be taxable to such holders for federal income tax
               purposes.

          3.   Strategic Alternatives.  The Board considered presentations of
               Morgan Keegan and the Board's review with respect to trends in
               the industry in which the Company's business operates and the
               strategic alternatives available to the Company, including the
               Company's alternative to remain an independent public company and
               the possibility of liquidating the Company's assets, of
               significantly curtailing operations in an attempt to increase
               profitability, and other extraordinary corporate transactions, as
               well as the risks and uncertainties associated with such
               alternatives.  The Board also considered the information provided
               by Morgan Keegan relating to the process that had been conducted
               on behalf of the Company by Morgan Keegan since August, 1999
               relating to the Company's exploration of strategic alternatives
               available to it, including information regarding discussions and
               meetings held by Morgan Keegan and the Company's management with
               other potential acquirors of the Company.  The Board noted that
               the only one of these discussions with other potential buyers
               that had resulted in proposals to acquire the Company was from
               Mr. Low, and that, at the time the Board of Directors approved
               the transaction with the Liles Group, Mr. Low's offer was $.25
               per Share less than the High Road Offer and that the other
               material terms of the two offers were not significantly
               different.The Board discussed the extensive arms'-length
               negotiations between the Company and the Liles Group and the
               Company and Mr. Low that resulted in the Merger Agreement and the
               $8.05 per share Offer Price.

          4.   Morgan Keegan fairness opinion.  The Board took into account the
               presentations and advice from Morgan Keegan and the opinion of
               Morgan Keegan, dated May 25, 2000, that as of that date, based
               upon and subject to certain considerations and assumptions, the
               consideration to be received by holders of Shares pursuant to the
               Merger Agreement was fair from a financial point of view to such
               holders.  A copy of the opinion rendered by Morgan Keegan to the
               Board, setting forth the procedures followed, the matters
               considered, the assumptions and qualifications made and the
               limitations on the review undertaken by Morgan Keegan in arriving
               at its opinion, is attached hereto as Annex A and incorporated
               herein by reference.  Stockholders are urged to read this opinion
               in its entirety.  The Board was aware that Morgan Keegan becomes
               entitled to certain fees described in Item 5 upon the
               consummation of the Offer.

                                      -20-


          5.   Limited conditions to consummation. The Board discussed how
               Parent's and Purchaser's obligation to consummate the Offer and
               the Merger is subject to a limited number of customary
               conditions, with no financing condition.  The Board also
               considered the likelihood of obtaining required regulatory
               approvals, and the terms of the Merger Agreement regarding the
               obligations of both companies to pursue such regulatory
               approvals.  The Board of Directors also considered the financial
               condition and business reputation of Mr. Ebbers and the ability
               of Parent to complete the Offer and Merger in a timely manner.

          6.   Alternative transactions.  The Board of Directors considered that
               under the terms of the Merger Agreement, while the Company is
               prohibited from soliciting, initiating or encouraging the
               submission of acquisition proposals from third parties, the
               Company may engage in any negotiations or discussions with, or
               provide any information to, a third party in response to an
               unsolicited written acquisition proposal by such third party if
               the Board determines in good faith that the failure to take such
               action would constitute a breach of its fiduciary duties to its
               stockholders under applicable law. The Board further considered
               that the terms of the Merger Agreement permit the Company to
               terminate the Merger Agreement to enter into an alternative
               unsolicited acquisition proposal (1) if, prior to or concurrently
               with terminating the Merger Agreement, the Company pays Purchaser
               a $844,500 termination fee, which includes reimbursement for out-
               of-pocket expenses incurred by Parent and Purchaser in connection
               with the transactions contemplated by the Merger Agreement, and
               (2) if the Board of Directors determines in good faith, after
               consultation with and upon the advice of its outside legal
               counsel, prior to the consummation (or, if the Offer is
               consummated and extended, the initial consummation) of the Offer,
               that the failure to terminate the Merger Agreement and accept
               such alternative acquisition proposal would constitute a breach
               of its fiduciary duties to its stockholders under applicable law.
               The Board considered the possible effect of these provisions of
               the Merger Agreement on third parties, who might be interested in
               exploring an acquisition of the Company.  In this regard, the
               Board recognized that the provisions of the Merger Agreement
               relating to termination fees and solicitation of acquisition
               proposals were insisted upon by Parent as a condition to entering
               into the Merger Agreement and that the amount of the termination
               fees that would be payable if the Merger Agreement were to be
               terminated to accept an alternative acquisition proposal was
               within the range of the amounts of termination fees customarily
               paid under similar circumstances in transactions comparable to
               those provided for in the Merger Agreement.  The Board of
               Directors also considered the contacts that the Company had had
               with third parties regarding a potential transaction involving
               the Company and took into account the views of management and
               Morgan Keegan as to the likelihood that a third party would be
               prepared to pay a higher price for the Shares than the
               consideration offered in the Offer and the Merger in a
               transaction that could be completed on a timely basis.

                                      -21-


     The foregoing includes all material factors considered by the Board of
Directors.  In view of its many considerations, the Board did not find it
practical to, and did not, quantify or otherwise assign relative weights to the
specific factors considered.  In addition, individual members of the Board may
have given different weights to the various factors considered.  After weighing
all of these considerations, the Board determined to approve the Merger
Agreement and recommend that holders of Shares tender their Shares in the Offer.

     (c) Intent to Tender. After making reasonable inquiry, the Company believes
that all of its executive officers and directors will tender their Shares into
the High Road Offer.

Item 5.  Person/Assets, Retained, Employed, Compensated or Used.

     (a) Solicitations or Recommendations. Morgan Keegan is acting as the
Special Committee's financial advisor in connection with the High Road Offer.
The Company entered into an engagement letter with Morgan Keegan, dated August
19, 1999, (the "Engagement Letter"), pursuant to which the Company engaged
Morgan Keegan as a financial advisor in connection with the possible sale of all
or a portion of the Company. Pursuant to the terms of the Engagement Letter, the
Company will pay Morgan Keegan a fee equal to 1% of the transaction value, which
is the equity value plus the debt assumed or paid upon completion of the High
Road Offer. In addition, the Company has agreed to reimburse Morgan Keegan for
its reasonable expenses incurred during its engagement and to indemnify Morgan
Keegan against certain liabilities incurred in connection with its engagement,
including liabilities under federal securities laws.

     Morgan Keegan, as part of its investment banking business, is continually
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations of estate, corporate and other purposes. In the ordinary course
of business Morgan Keegan and its affiliates may actively trade or hold the
securities of the Company for their own account or for the accounts of customers
and, accordingly, may at any time hold a long or short position in such
securities.

     Except as set forth above, neither the Company nor any person acting on its
behalf currently intends to employ, retain or compensate any other person to
make solicitations or recommendations to stockholders on its behalf with respect
to the Low Offer.

Item 6.  Interest in Securities of the Subject Company.

     (b) Securities Transactions. Except for issuing common stock pursuant to
the Company's Non-Employer Director Stock Compensation Plan, no transaction in
the shares of Common Stock has been effected during the past sixty (60) days by
the Company, or to the best of the Company's knowledge, by any executive
officer, director, affiliate or subsidiary of the Company.

Item 7.  Purposes of the Transaction and Plans or Proposals.

     (d) Subject Company Negotiations. Except as set forth in this Statement,
the Company is not undertaking or engaged in any negotiations in response to the
Offer to Purchase that relate to or would result in (1) a tender offer for or
other acquisition of the Company's securities by the Company, any subsidiary of
the Company or any other person, (2) an extraordinary transaction, such as a
merger, reorganization or liquidation, involving the Company or any subsidiary
of the

                                      -22-


Company; (3) a purchase, sale or transfer of a material amount of assets of the
Company or any subsidiary of the Company; (4) any material change in the present
dividend rate or policy, or indebtedness or capitalization of the Company.

     Except as set forth in this Statement, there are no transactions, board
resolutions, agreements in principal or signed contracts in response to the
Offer that relate to one or more of the events referred to in this Item 7.

Item 8.  Additional Information.

     (b) Other Material Information.

     Information Provided Pursuant to Rule 14f-1 Under the Exchange Act.  The
Information Statement attached hereto as Annex B is being furnished to the
stockholders of the Company in connection with the possible designation by
Parent, pursuant to the Merger Agreement, of certain persons to be appointed to
the Company's Board other than at a meeting of the Company's stockholders, and
such information is incorporated herein by reference.

     Delaware Anti-Takeover Statutes. Section 203 of the DGCL (the "Business
Combination Statute") purports to regulate certain business combinations of a
corporation, like the Company, which is organized under Delaware law, with a
stockholder beneficially owning 15% or more of the outstanding voting stock of
such corporation (an "Interested Stockholder"). The Company has not opted out of
the Business Combination Statute in either its Certificate of Incorporation or
Bylaws.

     The Business Combination Statute provides, in relevant part, that the
Company shall not engage in any business combination with an Interested
Stockholder for a period of three years following the date such stockholder
first becomes an Interested Stockholder unless:

             (i) prior to the date such stockholder first becomes an Interested
     Stockholder, the board of directors of the corporation approved either the
     business combination or the transaction which resulted in such stockholder
     becoming an Interested Stockholder;

             (ii) upon becoming an Interested Stockholder, the Interested
     Stockholder owned at least 85% of the voting stock of the corporation
     outstanding at the time the transaction commenced; or

            (iii) on or subsequent to the date such stockholder becomes an
     Interested Stockholder, the business combination is approved by the board
     of directors and authorized at an annual or special meeting of stockholders
     of the Company by the affirmative vote of at least two-thirds of the
     outstanding voting stock of the Company which is not owned by the
     Interested Stockholder.

     On May 25, 2000, the Company's Board approved the incorporation of Parent
and Purchaser and the subsequent contribution of the Liles Shares to Parent and
the Merger and the other transactions contemplated thereby. Therefore, the
Business Combination Statute is inapplicable to the High Road Offer and the
transactions contemplated thereby.

     Delaware Merger Statute. Under Section 253 of the DGCL, if Purchaser
acquires, pursuant to the Low Offer or otherwise, at least 90% of the
outstanding shares of Common Stock, it will be able to approve a merger after
consummation of the Low Offer without a meeting of the

                                      -23-


Company's stockholders. However, if Purchaser does not acquire at least 90% of
the outstanding shares of Common Stock, a meeting of the Company's stockholders
will be required under Section 253 of the DGCL to approve any merger or other
business combination between the Company and Parent or Purchaser.

     Antitrust. The transactions contemplated by the Offer and Merger are or may
be subject to a number of applicable laws and regulations, including but not
limited to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and the rules that have been promulgated thereunder by the Federal Trade
Commission, certain foreign laws and regulations, and certain regulations of the
Federal Reserve Board, and certain state takeover laws.  Information concerning
these matters is set forth in Section 12 of the Offer to Purchase, a copy of
which is incorporated by reference as Exhibit (a)(1) and incorporated herein by
reference.

Item 9.  Exhibits.

     The following Exhibits are filed herewith:

EXHIBIT NO.                                   DESCRIPTION
- -----------           ----------------------------------------------------------

 (a)(1)               Offer to Purchase, dated June 2, 2000 (incorporated by
                      reference to Exhibit (a)(1)(A) to the Schedule TO of
                      Purchaser filed on June 2, 2000).

 (a)(2)               Letter of Transmittal (incorporated by reference to
                      Exhibit (a)(1)(B) to the Schedule TO of Purchaser filed on
                      June 2, 2000).

*(a)(3)               Letter to Stockholders of the Company, dated June 2, 2000.

*(a)(4)               Opinion of Morgan Keegan & Company, Inc., dated May 25,
                      2000 (included as Annex A to the Statement).

 (a)(5)               Press Release issued by the Company on May 1, 2000
                      (incorporated by reference to Exhibit 4 to the Schedule
                      14D-9/A filed by the Company on May 1, 2000).

 (a)(6)               Press Release issued by the Company on May 26, 2000
                      (previously filed on Schedule 14D-9/C filed by the Company
                      on May 26, 2000).

 (a)(7)               Press Release issued by the Company on June 2, 2000.

 (e)(1)               Plan and Agreement of Merger, dated as of May 25, 2000,
                      among Parent, Purchaser and the Company.

 (e)(2)               Confidentiality Agreement, dated May 1, 2000, between
                      (Morgan Keegan & Company, Inc., financial advisor to the
                      Special Committee, and William J. Liles, III).

*(e)(3)               The Information Statement of the Company, dated June 2,
                      2000 (included as Annex B to the Statement).

 (e)(4)               Stockholder Protection Rights Agreement, dated as of
                      February 13, 1997, between the Company and Harris Trust
                      and Savings Bank, as successor rights agent (incorporated
                      by reference to Exhibit 99.1 to the Current Report on Form
                      8-k of the Company filed on February 19, 1997).

                                      -24-


 (e)(5)               Amendment No. 1, dated as of May 25, 2000, to the
                      Stockholder Protection Rights Agreement, dated as of
                      February 13, 1997, between the Company and Harris Trust
                      and Savings Bank, as successor rights agent.

 (e)(6)               Letter Agreement dated April 28, 2000 among Mr. Low, Low
                      Acquisition and the Company (incorporated by reference to
                      Exhibit 3 to the Schedule 14D-9/A filed by the Company on
                      May 1, 2000).

 (e)(7)               The section entitled "Item 7. Management's Discussion and
                      Analysis of Results of Operations and Financial Condition"
                      in the Annual Report on Form 10-K of the Company for the
                      year ended December 31, 1999 (incorporated by reference to
                      Exhibit 1 to the Schedule 14D-9 filed by the Company on
                      April 25, 2000).

 (g)                  Not Applicable.
- -------------
* Included with the Statement mailed to stockholders.

                                      -25-


                                   SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:  June 2, 2000             KLLM TRANSPORT SERVICES, INC.



                                 By:  /s/ Leland R. Speed
                                      -------------------
                                      Leland R. Speed, Chairman of the Special
                                      Committee of the Board of Directors

                                      -26-


                                                                         Annex A
                 [Letterhead of Morgan Keegan & Company, Inc.]
May 25, 2000

Board of Directors
KLLM Transport Services, Inc.
135 Riverview Drive
Richland, MS 39208

Gentlemen:

The Board of Directors of KLLM Transport Services, Inc ("KLLM" or the "Company")
has requested our opinion as to the fairness, from a financial point of view, to
the Company's public shareholders of the consideration to be paid by High Road
Acquisition Corp. and High Road Acquisition Subsidiary Corp. (collectively the
"Buyer") for shares of KLLM common stock.  You have advised us that the proposed
transaction would be effected as a cash tender offer of $8.05 per share for the
common shares of KLLM (the "Transaction") on the terms set forth in the Plan and
Agreement of Merger dated May 25, 2000 as presented to the Board of Directors of
KLLM (the "Agreement").

In connection with our opinion, we have (1) participated in discussions with
various members of management and representatives of the Company concerning the
Company's historical and current operations, financial condition and prospects
and strategic objectives; (2) reviewed historical financial and operating data
that was furnished to us by the Company relating to its business; (3) reviewed
internal financial analyses, financial and operating forecasts, reports and
other information prepared by officers and representatives of the Company
relating to its business; (4) reviewed certain publicly available information
with respect to certain other companies in lines of business that we believe to
be generally comparable to those of the Company and the trading markets for such
other companies' securities; (5) reviewed certain publicly available information
concerning the financial terms of certain other transactions that we deemed
relevant to our inquiry; (6) analyzed the value of projected cash flows of KLLM;
(7) reviewed the financial terms of the Agreement; and (8) undertaken such other
studies, analyses and investigations, and considered such other information, as
we deemed relevant.

In our review and analysis and in arriving at our opinion, we have assumed and
relied upon the accuracy and completeness of all of the financial and other
information provided to us.  We have not been engaged to, and have not attempted
to, independently verify any of such information and have further relied upon
the assurances of management of the Company that they are not aware of any facts
or circumstances that would make such information inaccurate or misleading.

With respect to the financial and operational forecasts made available to us by
the management of the Company and used in our analysis, we have assumed that
such financial and operational forecasts have been reasonably prepared on bases
reflecting the best currently available estimates and judgments of management as
to the matters covered thereby.  We have not been engaged to assess the
achievability of such projections or the assumptions on which they were based
and express no view as to such projections or assumptions.  In addition, we have
not conducted a physical inspection or appraisal of any of the assets or
liabilities of the Company nor have we been furnished with any such evaluation
or appraisal.

                                      A-1


It should be noted that this opinion is based on economic and market conditions
and other circumstances existing on, and information made available as of, the
date hereof and does not address any matters subsequent to such date.  In
addition, our opinion is, in any event, limited to the fairness, as of the date
hereof, from a financial point of view, of the consideration to be paid to
shareholders of the Company in connection with the Transaction and does not
address the underlying business decision to effect the Transaction or any other
terms of the Transaction.  We have also assumed that the conditions to the
Transaction as set forth in the Agreement would be satisfied, without any waiver
or modification thereof, and that the Transaction would be consummated on a
timely basis in the manner contemplated by the Agreement.  In addition, we are
not expressing any opinion as to the prices at which the Company's common stock
may trade following the date of this opinion.

In the ordinary course of our business, we may actively trade in the equity
securities of the Company for our own account and the accounts of our customers
and, accordingly, may at any time hold a significant long or short position in
such securities.

Our opinion is rendered to the Board of Directors of KLLM in connection with its
consideration of the Transaction and does not constitute a recommendation to any
shareholder of the Company as to how such shareholder should vote in connection
with the Transaction.  This letter may not be disclosed or otherwise referred to
without our prior written consent in each instance, except as may be required by
law or a court of competent jurisdiction.

Based upon and subject to the foregoing and based upon such other matters as we
consider relevant, it is our opinion that, as of the date hereof, the
consideration to be paid in connection with the Transaction is fair, from a
financial point of view, to the Company's public shareholders.

Yours very truly,


/s/ Morgan Keegan & Company, Inc.
- ---------------------------------
Morgan Keegan & Company, Inc.

                                      A-2


                                                                         Annex B


                         KLLM Transport Services, Inc.
                              135 Riverview Drive
                          Richland, Mississippi  39218

                       INFORMATION STATEMENT PURSUANT TO
                  SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
                       OF 1934 AND RULE 14f-1 THEREUNDER

   This Information Statement is being mailed on or about June 2, 2000 as part
of the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement")
of KLLM Transport Services, Inc. (the "Company") that has been filed with the
Securities and Exchange Commission (the "Commission") on June 2, 2000.  You are
receiving this Information Statement in connection with the possible election of
persons designated by High Road Acquisition Corp., a Delaware corporation
("Parent"), to a majority of the seats on the Company's Board of Directors.  On
May 26, 2000 the Company entered into a Plan and Agreement of Merger (the
"Merger Agreement") with Parent and High Road Acquisition Subsidiary Corp., a
Delaware corporation ("Purchaser"), pursuant to which (1) Purchaser is required
to commence a tender offer (the "Offer") to purchase any and all outstanding
shares of the Company's common stock, $1.00 par value (the "Common Stock"),
including the associated preferred share purchase rights (the "Rights") issuable
pursuant to the Stockholder Protection Rights Agreement, dated as of February
13, 1997, between the Company and Harris Trust and Savings Bank, as successor
rights agent, as amended by Amendment No. 1 thereto, dated May 26, 2000
(together with the Common Stock, the "Shares"), at a price per Share of $8.05
and (2) following the consummation of the Offer, Purchaser will be merged with
and into the Company (the "Merger").  As a result of the Merger, the Company
will be the surviving corporation, governed by the laws of the State of Delaware
and will become a wholly owned subsidiary of Parent.  All Shares not purchased
in the Offer (other than the Shares owned by Parent, Purchaser, any of their
respective subsidiaries, the Company or its subsidiary, which Shares will be
cancelled, and Shares, if any, held by dissenting stockholders) will be
converted into the right to receive a price per Share of $8.05. The Offer, the
Merger and the Merger Agreement are more fully described in the Statement to
which this Information Statement forms Annex B.

   The Merger Agreement provides that upon the consummation of the Offer, the
Company shall cause Parent's designees to be elected to the Company's Board of
Directors under circumstances described in the Merger Agreement.  This
Information Statement is being mailed to you in accordance with Section 14(f) of
the Securities Exchange Act of 1934, as amended,  (the "Exchange Act") and Rule
14f-1 promulgated thereunder.  The information contained herein supplements
certain information contained in the Statement.  Information herein related to
Parent and Purchaser has been provided to the Company by Parent, and the Company
assumes no responsibility for the accuracy or completeness of such information.

     You are urged to read this Information Statement carefully.  You are not,
however, required to take any action in connection with the matters set forth
herein.  Capitalized terms used herein and not otherwise defined herein shall
have the meaning set forth in the Statement.

     Pursuant to the Merger Agreement, Purchaser commenced the Offer on June 2,
2000.  The Offer is currently scheduled to expire at 12:00 midnight New York
City time, on June 29, 2000, unless the Offer is extended.

                                      B-1


Parent Designees

     Effective upon the consummation of the Offer, all of the Company's current
directors other than Jack R. Liles will resign, and such directors will be
replaced by directors designated by Purchaser.

     After the acceptance for payment of the Shares pursuant to the Offer and
prior to the Effective Time, in addition to any other applicable requirements,
the affirmative vote of a majority of the former members of the Special
Committee shall be required to (i) amend or terminate the Merger Agreement by
the Company, (ii) exercise or waive any of the Company's rights, benefits or
remedies hereunder or (iii) take any other action by the Company's Board of
Directors under or in connection with the Merger Agreement.

     Parent has informed the Company that it will choose its designees to the
Company's Board of Directors from the directors and executive officers of Parent
and/or Purchaser listed on Schedule I of Purchaser's Offer to Purchase, dated
June 2, 2000 (the "Offer to Purchase"), a copy of which is being mailed to the
Company's stockholders together with the Statement.  Parent has informed the
Company that each of the directors and officers listed in Schedule I has
consented to act as a director to the Company. The address of each person is set
forth in such Offer to Purchase. The information in Schedule I to the Offer to
Purchase is incorporated herein by reference.

     None of the Parent's potential designees described in Schedule I to the
Offer to Purchase currently is a director of, or holds any positions with, the
Company.  Parent has advised the Company that, to the best of Parent's
knowledge, except as set forth below, none of Parent's potential designees or
any of their affiliates beneficially owns any equity securities or rights to
acquire any such securities of the Company, nor has any such person been
involved in any transaction with the Company or any of its directors, executive
officers or affiliates that is required to be disclosed pursuant to the rules
and regulations of the Commission other than with respect to transactions
between the Company and Parent or the Purchaser that have been described in the
Offer to Purchase or the Statement.

     It is expected that Parent's designees may assume office following
consummation of the Offer, which cannot be earlier than June 29, 2000.

Certain Information Concerning the Company

     The Common Stock is the only class of equity securities of the Company
outstanding that is entitled to vote at a meeting of the stockholders of the
Company.  As of the close of business on May 31, 2000, there were 4,103,478
shares of Common Stock outstanding. Neither Parent nor Purchaser owns any shares
of Common Stock as of the date hereof, but pursuant to the Merger Agreement,
immediately prior to the consummation of the Offer, Parent shall own and have
the right to vote 689,123 Shares that are to be contributed by various familial
trusts over which Mr. Liles exercises total or shared control.

                                      B-2


                      INFORMATION CONCERNING DIRECTORS AND
                       EXECUTIVE OFFICERS OF THE COMPANY

Directors and Executive Officers of the Company

     The directors and the executive officers of the Company and their ages and
positions as of May 26, 2000 are as follows:



Name                               Age     Position
- ----                               ---     --------
                                     
Jack Liles                          49     Employee of the Company since 1974; Chairman of the
Chairman of the Board,                     Board since March, 1999; President and Chief Executive
President, and                             Officer since 1998; Vice President-Sales and Marketing
Chief Executive Officer                    from 1996 to 1998; President-Rail Services from 1994 to
                                           1996; Vice President-Sales and Marketing-West from
                                           1990 to 1994; Vice President-Marketing from 1986 to
                                           1990; Director since 1998.

James Leon Young                    69     Attorney, Young, Williams, Henderson & Fuselier, P.A.,
Secretary and Director                     Jackson, Mississippi; Director since 1965; Secretary
                                           since 1982.

Walter P. Neely                     55     Professor of Finance, Millsaps College, Jackson,
Director                                   Mississippi; Private Consultant; Trustee, Performance
                                           Funds Trust, New York, New York, since 1992; Director
                                           since 1986.

Leland R. Speed                     67     Chairman and Director of Delta Industries, Inc. from
Director                                   1979 to present; Trustee of EastGroup Properties, Inc.
                                           from 1978 to present; Chairman of EastGroup Properties,
                                           Inc. from 1993 to present; Chief Executive Officer of
                                           EastGroup Properties, Inc. from 1993 to 1997; President
                                           and Director of EB, Inc. from 1993 to 1996; Director of
                                           Farm Fish, Inc. from 1982 to present; Director of
                                           ChemFirst, Inc. from 1968 to present; President and
                                           Director of LNH REIT, Inc. from 1991 to 1996; Director
                                           of Mississippi Valley Gas Co. from 1984 to present;
                                           Chairman of Parkway Properties, Inc. from 1993 to
                                           present; Chief Executive Officer of Parkway Properties,
                                           Inc. 1993 to 1997; Director since 1995.

David L. Metzler                    56     Chairman and President of Carlisle Carrier Corp.,
Director                                   Mechanicsburg, Pennsylvania since 1989; Director of
                                           Raffles Insurance Ltd. since 1994; First Vice President
                                           of Raffles Insurance Ltd. since 1998; Member of the
                                           Executive Committee of Raffles Insurance Ltd. since
                                           1998; Member of the Long Range Planning Committee of
                                           Raffles Insurance Ltd. since 1996; Member of the Finance
                                           Committee of Raffles Insurance Ltd. since 1995; Director
                                           since February, 2000.


                                      B-3




Name                               Age     Position
- ----                               ---     --------
                                     

Steven L. Dutro                     44     Employee of the Company since 1986; Senior Vice
Senior Vice President and                  President since 1999; Chief Financial Officer since
Chief Financial Officer                    1998; Acting Chief Financial Officer from 1997 to 1998;
                                           Vice-President of Finance, Profitability and Planning
                                           from 1995 to 1997; Vice-President of Finance from 1994
                                           to 1995; Director of Finance from 1993 to 1994;
                                           Controller from 1986 to 1992.

Nancy M. Sawyer                     55     Employee of the Company since 1995; Senior Vice
Senior Vice President and                  President since 1999; Chief Operating Officer since
Chief Operating Officer                    1998; President of Vernon Sawyer operations from 1995 to
                                           December, 1998; Vice President of Operations of Vernon
                                           Sawyer, Inc. from 1964 to 1995; Secretary-Treasurer of
                                           Vernon Sawyer, Inc. from 1986 to 1995.


Organization of the Board of Directors

  The business of the Company is managed under the direction of the Company's
Board of Directors.  In accordance with the Company's by-laws, the number of
directors on the Board of Directors is currently fixed at five.

  Our directors are elected at the annual meeting of stockholders.  Directors
and executive officers are elected or appointed to serve until they resign, are
removed or are otherwise disqualified to serve or until their successors are
elected and qualified at the next annual meeting of stockholders.  During 1999,
the Board of Directors held seven meetings.  Each director, attended at least
75% of the aggregate of all regular, annual and special meetings of the Board of
Directors and meetings held by committees of the board on which he served for
1999.

Committees of the Board of Directors

  The Board of Directors has established a Compensation Committee and an Audit
Committee.  The Board of Directors does not have a nominating committee because
the nomination of directors is performed by the Board of Directors as a group.
The functions of those committees, their current members and the number of
meetings held during 1999 are set forth below.

  Audit Committee.  The standing Audit Committee of the Board of Directors
consists of Dr. Neely (Chairman), Mr. Young and Mr. Speed. The Audit Committee
recommends auditors for the Company, oversees the Company's accounting functions
and is the Board's liaison with the Company's independent auditors.  The Audit
Committee met two times in the year ended December 31, 1999, and meets at least
once annually to review the reports of the Company's independent  auditors and
to review the Company's internal accounting procedures.

  Compensation Committee.  The Compensation Committee of the Board of Directors
consists of Mr. Speed (Chairman), Mr. Young and Mr. Metzler. The Compensation
Committee reviews the compensation for the officers of the Company.  The
Compensation Committee did not meet in the year ended December 31, 1999.  The
functions of the Compensation Committee were performed by the full Board of
Directors during 1999 after Mr. C. Tom Clowe, Jr., (the former Chairman of the
Committee), ceased to be a director.

                                      B-4


Director Compensation

     Directors who are also full-time employees of the Company receive no
additional compensation for their services as directors.  Non-employee directors
are now compensated with common stock of the Company pursuant to the KLLM
Transport Services, Inc. 1998 Non-Employee Director Stock Compensation Plan.
In 1999, Dr. Neely, Mr. Young and Mr. Speed received $12,500 worth of common
stock for their services as directors, which included their services at all
quarterly and special Board meetings. In 1999, Mr. C. Tom Clowe, Jr. received
$4,167 worth of common stock for his service as a director during the first and
second quarters of 1999. The Company's standard arrangement is to pay directors
who are not also full-time employees of the Company $750 worth of common stock
for each committee meeting attended as members and $1,000 worth of common stock
for each committee meeting attended as chairman.  In 1999, Dr. Neely, Mr. Young
and Mr. Speed received common stock worth $2,000, $1,500 and $1,500,
respectively, for their services at committee meetings attended.

                             EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

     The following table summarizes the compensation paid by the Company and its
subsidiaries to the Company's Chief Executive Officer and to the Company's two
most highly compensated executive officers other than the Chief Executive
Officer who were serving as executive officers at the end of the year ended
December 31, 1999, for services rendered in all capacities to the Company and
its subsidiaries during the fiscal years ended December 31, 1999, January 1,
1999, January 2, 1998:

                           SUMMARY COMPENSATION TABLE


                             ANNUAL COMPENSATION       LONG TERM
                                                      COMPENSATION
                                                         AWARDS

                                                        SECURITIES        ALL
        NAME AND                                        UNDERLYING       OTHER
       PRINCIPAL          YEAR   SALARY     BONUS        OPTIONS      COMPENSATION
        POSITION                   ($)       ($)           (#)            ($)
                                                       
Jack Liles                1999  $160,000       ---          ---         $6,400 (1)
Chairman of the Board,    1998   127,916       ---       26,380          4,567
 President and CEO        1997   101,250   $30,974          183          4,050

Nancy M. Sawyer           1999  $140,000       ---          ---         $5,600 (1)
Senior Vice President     1998   110,000       ---        6,498          4,400
 and Chief Operating      1997   110,000   $79,518        5,875          4,400
 Officer

Steven L. Dutro           1999  $142,500       ---          ---         $5,700 (1)
Senior Vice President     1998   116,666       ---        4,810          4,667
 and Chief Financial      1997    95,153   $54,362          345          3,806
 Officer



  (1) Comprised of matching contributions by the Company to the officer's
      401(k) Retirement Plan Account.

                                      B-5


Employment Agreements, Termination of Employment and Change in Control
Arrangements

     The Company has no employment agreements with its executive officers.

     Effective December 30, 1999, Mr. Liles entered into a Change In Control
Agreement with KLLM, Inc., the wholly owned subsidiary of the Company. The term
of the Change In Control Agreement began December 30, 1999 and continues until
December 30, 2000.  If Mr. Liles' employment with KLLM, Inc. is terminated
within twelve months after a "change in control" due to (i) Mr. Liles'
termination by KLLM, Inc. without "cause" or (ii) Mr. Liles' resignation for
"good reason," then KLLM, Inc. will pay to Mr. Liles a bonus equal to but not
less than 200% of his gross annual salary as of December 30, 1999, in cash, less
applicable withholding taxes.  The bonus shall be due and payable on the date
Mr. Liles' employment is terminated as described above.  Mr. Dutro and Ms.
Sawyer entered into Change In Control Agreements identical to Mr. Liles' Change
In Control Agreement.

Stock Option Plan

     No grants of Stock Options were made by the Company and its subsidiaries
during the year ended December 31, 1999.

     The following table sets forth (a) the number of shares received and the
aggregate dollar value realized in connection with each exercise of outstanding
stock options during the year ended December 31, 1999, by each of the executive
officers named in the Summary Compensation Table above; (b) the total number and
value of all outstanding unexercised options (separately identifying exercisable
and unexercisable options) held by such executive officers as of December 31,
1999; and (c) the aggregate dollar value of all such unexercised options that
are in-the-money (i.e., when the fair market value of the common stock that is
subject to the option exceeds the exercise price of the option):

                        AGGREGATED OPTION/SAR EXERCISES
                     IN FISCAL YEAR ENDED DECEMBER 31, 1999
                 AND FISCAL YEAR-ENDED OPTION/SAR VALUES   (1)



                                 Number of Securities Underlying            Value of Unexercised
                                   Unexercised Options/SARs at                  In-the-Money
                                            FY-End (#)                          Options/SARs
                                           Exercisable/                  at FY-End ($) Exercisable/
Name                                    Unexercisable (2)                      Unexercisable

                                                                   
Jack Liles                                 10,061                                     $0
                                           16,502                                     $0

Nancy M. Sawyer                             1,958                                     $0
                                           10,415                                     $0

Steven L. Dutro                             3,282                                     $0
                                            5,040                                     $0


                                      B-6


(1) Not included in this table are options granted pursuant to the Company's
Employee Stock Purchase Plan which are made available to all employees on an
equal basis.  For a detailed discussion of the extent of the executive officers'
participation in the plan, see the discussion under the heading "Employee Stock
Purchase Plan".

(2) The number listed represents the number of shares of the Company's common
stock subject to all of the options held by the named officer.

Employee Stock Purchase Plan ("ESPP")

     The Company has in place its Employee Stock Purchase Plan ("ESPP") pursuant
to Section 423 of the Internal Revenue Code.  The ESPP covers an aggregate of
133,333 shares of the Company's common stock.  69,917 shares are currently
available for purchase under the ESPP.  The purpose of the ESPP is to promote
employee ownership in the Company.  The Company believes that employees who
participate in the ESPP will have a closer identification with the Company by
virtue of their ability as stockholders to participate in the Company's growth
and earnings.  The ESPP is also designed to provide motivation for participating
employees to remain in the employ of the Company and to give a greater effort on
behalf of it.

     The Company's Board of Directors acts as Administrator of the ESPP. The
Board does not receive any compensation from the ESPP. The Board of Directors
may, in its sole discretion, amend or terminate the ESPP, except that a
termination shall not affect any option granted under the ESPP and no amendment
may be made to the ESPP without approval of the stockholders if the amendment
would require the sale of more than 133,333 shares under the ESPP. Unless
earlier terminated, the ESPP will terminate when all 133,333 shares reserved for
the ESPP are sold.

     The ESPP permits eligible employees to purchase common stock in cash or
through payroll deductions that cannot exceed 20% of the employee's regular base
salary.  Participants may purchase between 10 and 300 shares each year pursuant
to the ESPP, and if the number of shares subscribed for exceeds the number of
shares available in the ESPP, the purchase will be made pro rata.  There are
restrictions on purchase of shares by owners of five percent of the voting stock
of the Company and holders of options to purchase stock of the Company outside
the ESPP.  The purchase price for the stock is not less than 85% of its fair
market value at the beginning of the offering period and is set by the Board of
Directors or a committee thereof.  Employees of the Company on October 1 of the
year in which an offering is made who are customarily employed by the Company
for at least 20 hours per week on a regular basis are eligible to participate in
the ESPP.

     During 1999, no executive officers listed in the Summary Compensation Table
participated in the ESPP.

     During 1999, 4 employees purchased 210 shares at $8.25 per share.  428
employees currently have outstanding subscriptions to purchase 9,334 shares at
$7.50 per share.

Compensation Committee Interlocks and Insider Participation

     The functions of the Compensation Committee were performed by the full
Board of Directors (Mr. Liles, Mr. Young, Dr. Neely and Mr. Speed) during 1999
after Mr. C. Tom Clowe, Jr. (former Chairman of the Committee) ceased to be a
director.  Mr. Liles is currently serving as Chairman of the Board, President
and Chief Executive Officer.  Mr. Liles has served as Chairman of the Board
since March, 1999, and as President and Chief Executive Officer since 1998.  Mr.

                                      B-7


Young is currently serving as Secretary and has served in such capacity since
1982.  Additionally, Mr. Young is a shareholder and officer in the law firm of
Young, Williams, Henderson & Fuselier, P.A., which acts as general counsel to
the Company.  During the year ended December 31, 1999, the Company paid Young,
Williams, Henderson & Fuselier, P.A. fees in payment of services rendered in
connection with litigation, corporate and other matters.  No retainer fees were
paid.  The total of all such fees did not exceed five percent of that firm's
gross revenues for its last full fiscal year.

Board Compensation Committee Report on Executive Compensation

     The full Board of Directors (performing the functions of the Compensation
Committee during 1999) approved increases in the salaries of some of the
officers based on length of service, level of responsibility, and the particular
performance of the officers in question.  The Board determined that the salary
of Jack Liles as Chairman of the Board, President and Chief Executive Officer
would be $160,000 per year.  The Compensation Committee generally provides
incentives to executive officers through a bonus program which is linked to
profit performance.  Salaries are based on comparable salaries for similar
positions in the industry.

  Jack Liles
  James Leon Young
  Walter P. Neely
  Leland R. Speed

                                      B-8


                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

  The following table indicates the beneficial ownership as of April 7, 2000,
unless otherwise indicated below, of the Company's common stock by each nominee
and director, the CEO and the two most highly compensated executive officers
other than the CEO, by each person known by the Company to be the beneficial
owner of more than 5% of the Company's outstanding shares, and by all directors
and executive officers of the Company as a group.



                                                      Amount and Nature of
Name of Beneficial Owner                              Beneficial Ownership   Percent of Class
- ------------------------                              --------------------   ----------------
                                                                   
William J. Liles, Jr. Marital Trust                         626,163 (1)              15.3%
Jack Liles                                                  699,644 (2)              17.0%
Wynne Liles Appleton                                        689,354 (3)              16.8%
B. C. Lee, L.P.                                             400,000 (4)              9.75%
Benjamin Clinton Lee, III                                   400,000 (5)              9.75%
Ruth Ann Lee Lyles                                          400,000 (6)              9.75%
J. Tayloe Simmons, Jr., Esq.                                400,000 (7)              9.75%
James Leon Young                                             18,450 (8)       Less than 1%
Walter P. Neely                                              10,346 (9)       Less than 1%
Leland R. Speed                                               5,783           Less than 1%
David L. Metzler                                                300           Less than 1%
Nancy M. Sawyer                                              24,764 (10)      Less than 1%
Steven L. Dutro                                               9,885 (11)      Less than 1%
Brinson Partners, Inc.                                      374,131 (12)              9.1%
UBS AG                                                      374,131 (12)              9.1%
Dimensional Fund Advisors, Inc.                             316,098 (13)             7.70%
Franklin Resources, Inc.                                    295,900 (14)              7.2%
Charles B. Johnson                                          295,900 (14)              7.2%
Rupert H. Johnson, Jr.                                      295,900 (14)              7.2%
Franklin Advisory Services, LLC                             295,900 (14)              7.2%
Robert E. Low                                               539,600 (15)            13.15%
Officers & Directors, as a Group ( 7 persons )              769,172 (16)             18.6%


________________________________________________________________________________

     (1) Mr. William J. Liles, Jr. passed away on February 11, 1996.  The
     address for the Trust is 112 Meadowbrook North, Jackson, Mississippi
     39211.  Jack Liles and Wynne Liles Appleton are Co-Trustees of the Trust.

     (2) The address for Mr. Liles is P. O. Box 6098, Jackson, Mississippi
     39288.  626,163 shares are owned by the William J. Liles, Jr. Marital Trust
     of which Mr. Liles is Co-Trustee.  54,237 shares are owned by the William
     J. Liles, Jr. Family Trust in which Mr. Liles has an indirect pecuniary
     interest. 824 shares are owned by Mr. Liles' wife.  3,590 shares are owned
     by trusts set up for the benefit of Mr. Liles' two sons of which Mr. Liles
     is the Trustee.  61 shares are unissued but are subject to an option that
     is exercisable at any time prior to June 30, 2007.  460 shares are unissued
     but are subject to an option that is exercisable at any time prior to
     February 15, 2003.  10,000 shares are unissued but are subject to an option
     that is exercisable at any time prior to July 22, 2003.

                                      B-9


     (3) The address for Mrs. Appleton is 1503 Scott Avenue, Winnetka, Illinois
     60093.  54,237 shares are owned by the William J. Liles, Jr. Family Trust
     in which Mrs. Appleton has an indirect pecuniary interest.  626,163 shares
     are owned by the William J. Liles, Jr. Marital Trust of which Mrs. Appleton
     is Co-Trustee.  3,590 shares are owned by trusts set up for the benefit of
     Mrs. Appleton's two daughters of which Mrs. Appleton is the Trustee.  1,290
     shares are owned by Mrs. Appleton's  husband.

     (4) Mr. Benjamin C. Lee, Jr. passed away on August 31, 1998.  The current
     address for the Limited Partnership is c/o J. Tayloe Simmons, Jr., Esq.,
     Managing General Partner, 501 South State Street, Jackson, Mississippi
     39201.  Sole voting power and sole dispositive power are claimed as to all
     shares.  On July 3, 1998, the Limited Partnership was organized with Mr.
     Benjamin C. Lee, Jr., Mr. Benjamin Clinton Lee, III and Mrs. Ruth Ann Lee
     Lyles, as General Partners.  Mr.  Benjamin C. Lee, Jr. contributed to the
     Limited Partnership, among other things, 400,000 shares of the Company's
     common stock.  Mr. Benjamin C. Lee, Jr.'s equity interest in the Limited
     Partnership is now owned by his Estate, the Estate of Benjamin C. Lee, Jr.,
     represented by J. Tayloe Simmons, Jr., Esq., Executor.  Mr. Simmons
     replaced Mr. Benjamin C. Lee, Jr. as a General Partner of the Limited
     Partnership.

     (5) The address for Mr. Lee is 109 Lakepointe, Madison, Mississippi  39110.
     Shared voting power and shared dispositive  power are claimed as to all
     shares.  See Footnote 4 for further information.

     (6) The address for Mrs. Lyles is 1085 Cemetery Lane, Aspen, Colorado
     81611.  Shared voting power and shared dispositive  power are claimed as to
     all shares.  See Footnote 4 for further information.

     (7) The address for Mr. Simmons is 501 South State Street, Jackson,
     Mississippi  39201.  Shared voting power and shared dispositive power are
     claimed as to all shares. On July 3, 1998, B. C. Lee, L.P. was organized
     with Mr. Benjamin C. Lee, Jr., Mr. Benjamin Clinton Lee, III and Mrs. Ruth
     Ann Lee Lyles, as General Partners.  Mr. Benjamin C. Lee, Jr. contributed
     to the Limited Partnership, among other things, 400,000 shares of the
     Company's common stock.  Mr. Benjamin C. Lee, Jr. passed away on August 31,
     1998.  Mr. Benjamin C. Lee, Jr.'s equity interest in the Limited
     Partnership is now owned by his Estate, the Estate of Benjamin C. Lee, Jr.,
     represented by Mr. Simmons.  Mr. Simmons replaced Mr. Benjamin C. Lee, Jr.
     as a General Partner of the Limited Partnership.

     (8) 5,000 shares are jointly owned with Mr. Young's wife.

     (9) 2,499 shares are jointly owned with Dr. Neely's wife.

     (10) 2,166 shares are unissued but are subject to an option that is
     exercisable at any time prior to February 15, 2008. 1,958 shares are
     unissued but are subject to an option that is exercisable at any time prior
     to June 30, 2007.  19,500 shares are owned jointly with her husband.  570
     shares are owned by her husband.

     (11) 5,000 shares are jointly owned with Mr. Dutro's wife.  3,167 shares
     are unissued but are subject to options that are exercisable at any time
     prior to March 19, 2002. 1,603 shares are unissued but are subject to an
     option that is exercisable at any time prior to February 15, 2008. 115
     shares are unissued but are subject to an option that is exercisable at any
     time prior to June 30, 2007.

     (12) Ownership is as of December 31, 1999.  Sole voting and shared
     dispositive power are claimed as to all shares.  The address for Brinson
     Partners, Inc. is 209 South LaSalle, Chicago, Illinois 60604-1295.  The
     address for UBS AG is Bahnhofstrasse  45 8021, Zurich, Switzerland.
     Beneficial ownership of all shares is disclaimed.

                                      B-10


     (13) 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.
     Ownership is as of December 31, 1999. Beneficial ownership of all shares is
     disclaimed.  Sole voting power and sole dispositive power are claimed as to
     all shares.

     (14) The address for Franklin Resources, Inc., Charles B. Johnson, and
     Rupert H. Johnson, Jr. is 777 Mariners Island Boulevard, San Mateo,
     California 94404.  The address for Franklin Advisory Services, LLC is One
     Parker Plaza, Sixteenth Floor, Ft. Lee, New Jersey 07024.  Sole voting
     power and sole dispositive power are claimed by Franklin Advisory Services,
     LLC as to all shares.  Franklin Resources, Inc. is the parent holding
     company, Charles B. Johnson and Rupert H. Johnson, Jr. are principal
     shareholders of the parent holding company, and Franklin Advisory Services,
     LLC is the investment advisor.  Franklin Resources, Inc., Charles B.
     Johnson, Rupert H. Johnson, Jr. and Franklin Advisory Services, LLC
     disclaim any economic interest or beneficial ownership in any of the
     shares.  Ownership is as of December 31, 1999.

     (15) Ownership is as of February 10, 2000.  Sole voting and sole
     dispositive power are claimed as to all shares.  The address for Mr. Low is
     2740 North Mayfair, Springfield, Missouri 65803.

     (16)  19,530 shares are unissued but are subject to options exercisable at
     various times.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  In the following three paragraphs, the "Company" includes the Company's
subsidiaries.

  On January 1, 1978, the Company entered into a ground lease with Mr. Lee (now
deceased) and Mr. Liles (now deceased), for part of the real property on which
the Company's Richland, Mississippi, terminal and corporate headquarters are
located.  In 1986, this lease was renegotiated to include contiguous property
acquired by Mr. Lee and Mr. Liles, with the lease term commencing January 31,
1986, and expiring January 31, 2006 ("the 1986 Lease").  The monthly rental
payments for the term of the 1986 Lease are $3,000.  In the opinion of the
disinterested  members of the Board of Directors, the rental payments under the
lease were on terms no less favorable to the Company than those available from
unrelated third parties.  During the year ended December 31, 1999, total lease
payments were $36,000.

  On December 31, 1991, Messrs. Liles and Lee granted the Company an option to
purchase the land covered by the 1986 Lease for $390,257 when that lease expires
in 2006.  In the opinion of the disinterested  members of the Board of
Directors, the option to purchase the land covered by the 1986 Lease was on
terms no less favorable to the Company than those available from unrelated third
parties.

  James Leon Young, who is a director of the Company, is a shareholder and
officer in the Jackson, Mississippi, law firm of Young, Williams, Henderson &
Fuselier, P.A., general counsel to the Company. During the year ended December
31, 1999, the Company paid Young, Williams, Henderson & Fuselier, P.A., fees in
payment of services rendered in connection with litigation, corporate and other
matters.  No retainer fees were paid.  The total of all such fees did not exceed
five percent of that firm's gross revenues for its last full fiscal year.

                                      B-11


            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
Such persons are also required to furnish the Company with copies of all forms
they file under this regulation.  To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and
representations  that no other reports were required, for the fiscal year ended
December 31, 1999, all Section 16(a) filing requirements applicable to its
directors and executive officers were complied with, except that a Form 4
transaction for Mr. James Sorrels was reported on Form 5 and a Form 4
transaction for Mrs. Wynne Liles Appleton was reported on Form 5.

                                      B-12


                         COMPARATIVE STOCK PERFORMANCE

  The following line graph compares cumulative five-year shareholder returns (1)
among the Company's Common Stock, the University of Chicago's Center for
Research in Securities Prices ("CRSP") Total Return Index for The NASDAQ Stock
Market, and the CRSP NASDAQ Trucking & Transportation Stocks Index:

                           Total Return For The Year
                           -------------------------



Index               1994   1995   1996   1997   1998   1999
- -----               ----   ----   ----   ----   ----   ----
                                     

NASDAQ
COMPOSITE
(US ONLY)           100.0  141.4  174.0  213.1  300.3  542.6

NASDAQ TRUCKING
& TRANSPORTATION    100.0  116.6  128.7  165.4  148.8  158.9

KLLM TRANSPORT
SERVICES, INC.      100.0   71.5   63.8   86.8   50.2   32.3


(1)  Assumes $100.00 invested on December 31, 1994 and reinvestment of all
dividends.

                                      B-13

EX-99.A3

                                                                  Exhibit (a)(3)

                   [KLLM Transport Services, Inc. Letterhead]

                                                                    June 2, 2000
Dear Fellow Stockholders:

     We are pleased to inform you that on May 26, 2000, KLLM Transport Services,
Inc. (the "Company") entered into a Plan and Agreement of Merger (the "Merger
Agreement") with High Road Acquisition Corp., a Delaware corporation ("Parent")
and High Road Acquisition Subsidiary Corp., a Delaware corporation and a wholly
owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser has today
commenced a tender offer (the "Offer") to purchase all of the outstanding shares
of the Company's common stock, $1.00 par value per share (the "Common Stock"),
together with the associated preferred share purchase rights issuable pursuant
to the Stockholder Protection Rights Agreement, dated as of February 13, 1997,
between the Company and Harris Trust and Savings Bank, as successor rights
agent, as amended by the Amendment No. 1 thereto, dated as of May 25, 2000
(collectively, the "Shares"), for $8.05 per Share in cash. Under the Merger
Agreement and subject to the terms thereof, following the Offer, Purchaser will
be merged with and into the Company (the "Merger") and all Shares not purchased
in the Offer (other than Shares owned by Parent, Purchaser, any of their
respective subsidiaries, the Company or its subsidiary, which Shares will be
cancelled, and Shares, if any, held by dissenting stockholders) will be
converted into the right to receive $8.05 per Share in cash.

     Your Board of Directors has (1) determined that the Offer and the Merger
are in the best interests of the Company's stockholders and (2) approved the
Merger Agreement and the transactions contemplated thereby, including the Offer
and the Merger. The KLLM Board of Directors recommends that KLLM's stockholders
accept the Offer and tender their Shares pursuant to the Offer.

     In arriving at its recommendation, the Company's Board gave careful
consideration to a number of factors described in the attached Schedule 14D-9
which has been filed today with the Securities and Exchange Commission,
including, among other things, the opinion, dated May 25, 2000, of Morgan Keegan
& Company, Inc., the Company's financial advisor, to the effect that, as of such
date, based on and subject to the assumptions, limitations and qualifications
set forth in its written opinion, the consideration to be received by holders of
Shares pursuant to the Merger Agreement was fair to such stockholders from a
financial point of view. In addition to the attached Schedule 14D-9 relating to
the Offer, also enclosed is the Offer to Purchase, dated June 2, 2000, of
Purchaser, together with related materials, including a Letter of Transmittal to
be used for tendering your Shares. These documents set forth the terms and
conditions of the Offer and the Merger and provide instructions as to how to
tender your Shares. We urge you to read the enclosed materials carefully.

                              Sincerely,

                              /s/ Leland R. Speed
                              ---------------------------------
                              Leland R. Speed
                              Chairman of the Special Committee
                              of the Board of Directors

EX-99.A7

                                                                  Exhibit (a)(7)

                                     Contact:  Leland Speed
                                               Chairman of the Special
                                               Committee of the
                                               Board of Directors
                                               (601) 354-3555

                  KLLM ANNOUNCES COMMENCEMENT OF TENDER OFFER

JACKSON, Miss. (June 2, 2000) -- The Board of Directors of KLLM Transport
Services, Inc. (Nasdaq: KLLM) today announced the commencement of a tender offer
by High Road Acquisition Subsidiary Corp. for all of the outstanding shares of
common stock (together with the associated participating preferred stock
purchase rights) of KLLM at a price of $8.05 net per share in cash. As
previously announced on May 26, 2000, the tender offer is being made pursuant to
a definitive merger agreement, dated as of May 25, 2000, by and among High Road
Acquisition Subsidiary Corp., High Road Acquisition Corp. and KLLM.  High Road
Acquisition Corp. is a company formed by Jack Liles, KLLM's president and
chief executive officer, and Bernard J. Ebbers and is the sole stockholder of
High Road Acquisition Subsidiary Corp.  The tender offer will expire at
midnight New York City time on June 29, 2000, unless extended pursuant to the
terms of the merger agreement.

KLLM is an irregular-route truckload carrier, specializing in providing high
quality transportation services in North America.  Operations include over-the-
road long- and regional-haul transportation services for both temperature-
controlled and dry commodities.

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF KLLM. HIGH ROAD WILL FILE A TENDER OFFER STATEMENT WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION AND KLLM WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER.  THE TENDER
OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT AND ANY
AMENDMENTS THAT MAY BE FILED SHOULD BE READ CAREFULLY BY KLLM STOCKHOLDERS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  THE OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER DOCUMENTS, AS WELL AS THE
SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL
STOCKHOLDERS OF KLLM, AT NO EXPENSE TO THEM, THE TENDER OFFER STATEMENT
(INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL
OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
COMMISSION'S WEBSITE AT WWW.SEC.GOV.
                        -----------

EX-99.E1

                                                                  EXHIBIT (e)(1)

                                                                  EXECUTION COPY

- --------------------------------------------------------------------------------

                          PLAN AND AGREEMENT OF MERGER

                                  by and among

                          HIGH ROAD ACQUISITION CORP.,

                     HIGH ROAD ACQUISITION SUBSIDIARY CORP.

                                      and

                         KLLM TRANSPORT SERVICES, INC.


                                  May 25, 2000

- --------------------------------------------------------------------------------



                               TABLE OF CONTENTS

                                                                        Page
                                                                        ----
SECTION 1  THE TENDER OFFER...........................................    1
      1.1  The Offer..................................................    1
      1.2  Target Action..............................................    3
      1.3  Stockholder Lists..........................................    3
      1.5  Directors..................................................    3
      1.6  Subsequent Offering Period.................................    3
SECTION 2  THE MERGER.................................................    4
      2.1  Merger.....................................................    4
      2.2  Stockholders Meeting of Target.............................    5
      2.3  Consummation of the Merger.................................    6
      2.4  Appraisal Rights...........................................    6
      2.5  Payment for Shares.........................................    6
      2.6  Closing of Target's Transfer Books.........................    7
      2.7  Corporate Acts of Subsidiary...............................    7
SECTION 3  REPRESENTATIONS AND WARRANTIES OF TARGET...................    7
      3.1  Organization and Qualification.............................    7
      3.2  Target Capital Stock.......................................    8
      3.3  Subsidiaries and Affiliated Partnerships...................    8
      3.4  Power and Authority........................................    9
      3.5  Non-Contravention; Approvals and Consents..................    9
      3.6  Target Public Information..................................   10
      3.7  Legal Proceedings..........................................   10
      3.8  Subsequent Events..........................................   11
      3.9  Employment Matters.........................................   11
     3.10  Compliance with Laws in General............................   11
     3.11  Licenses and Regulatory Approvals..........................   11
     3.12  Vote Required..............................................   11
     3.13  Opinion of Financial Advisor...............................   12
     3.14  Brokers and Finders........................................   12
     3.15  Rights Plan; Consequences if Rights Triggered..............   12
     3.16  Information Supplied.......................................   12
     3.17  Indemnification Agreements.................................   12
SECTION 4  REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY....   13
      4.1  Organization and Qualification.............................   13
      4.2  Power and Authority; No Conflicts..........................   13
      4.3  Subsidiary Capital Stock...................................   13
      4.4  Financing..................................................   13
      4.5  Information Supplied.......................................   14

                                       i


      4.6  Legal Proceedings..........................................   14
      4.7  Shares Owned by Parent.....................................   14
      4.8  Indemnification Agreements.................................   14
SECTION 5  COVENANTS..................................................   15
      5.1  Access to Information; Confidentiality.....................   15
      5.2  Preservation of Business...................................   15
      5.3  Material Transactions......................................   16
      5.4  Meeting of Target Stockholders.............................   17
      5.5  Exemption from State Takeover Laws.........................   18
      5.6  HSR Act and Legal Compliance...............................   18
      5.7  Public Disclosures.........................................   18
      5.8  Notice of Subsequent Events................................   18
      5.9  Nonsolicitation; Target Takeover Proposals.................   18
     5.10  Other Actions..............................................   20
     5.11  Cooperation................................................   20
     5.12  Financing..................................................   20
     5.13  Indemnification and Insurance..............................   21
SECTION 6  TERMINATION, AMENDMENT AND WAIVER..........................   21
      6.1  Termination................................................   21
      6.2  Effect of Termination......................................   23
      6.3  Expenses; Termination Fee..................................   23
      6.4  Amendment..................................................   24
      6.5  Extension; Waiver..........................................   24
      6.6  Procedure for Termination, Amendment, Extension or Waiver..   24
SECTION 7  CONDITIONS TO THE MERGER...................................   24
SECTION 8  MISCELLANEOUS..............................................   25
      8.1  Nonsurvival of Representations and Warranties..............   25
      8.2  Notices....................................................   25
      8.3  Further Assurances.........................................   26
      8.4  Governing Law..............................................   26
      8.5  Definitions................................................   26
      8.6  Captions...................................................   27
      8.7  Integration of Exhibits and Schedules......................   27
      8.8  Entire Agreement...........................................   27
      8.9  Counterparts...............................................   27
     8.10  Binding Effect.............................................   27
     8.11  No Rule of Construction....................................   27
ANNEX A    CONDITIONS OF THE OFFER

                                      ii


                          PLAN AND AGREEMENT OF MERGER

     This PLAN AND AGREEMENT OF MERGER (the "Agreement"),  is made and entered
into as of the 25th day of May, 2000, by and among HIGH ROAD ACQUISITION CORP.,
a Delaware corporation ("Parent"), HIGH ROAD ACQUISITION SUBSIDIARY CORP., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Subsidiary"), and
KLLM TRANSPORT SERVICES, INC., a Delaware corporation ("Target") (Subsidiary and
Target being sometimes collectively referred to herein as the "Constituent
Corporations").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Boards of Directors of Parent, Subsidiary and Target each have
determined that it is advisable and in the best interests of their respective
stockholders, on the terms and subject to the conditions in this Agreement, for
Subsidiary to acquire Target, and, in furtherance of the acquisition, (i) for
Subsidiary to make a cash tender offer to purchase all outstanding shares of
Target's Common Stock, par value $1.00 per share ("Target Common Stock"), and
the associated rights ("Rights") to purchase shares of Target's Participating
Preferred Stock, par value $.01 per share, pursuant to Target's Rights Plan
(defined below) (such shares of Target Common Stock and associated Rights, the
"Shares"), and (ii) following the closing of the cash tender offer, for
Subsidiary to merge with and into Target (the "Merger"), with the result that
Target will become a wholly-owned subsidiary of Parent; and

     WHEREAS, the Board of Directors of Target has approved this Agreement and
the tender offer contemplated hereby, and recommends that it be accepted by the
stockholders of Target.

     NOW, THEREFORE, in consideration of the premises, and the mutual covenants
and agreements contained herein, the parties hereto do hereby agree as follows:

                                   SECTION 1
                               THE TENDER OFFER

     1.1  The Offer.
          ---------

     (a) Provided that this Agreement shall not have terminated in accordance
with Section 6.1 and subject to the Conditions of the Offer set forth in Annex A
hereto and other relevant provisions of this Agreement, Subsidiary, as promptly
as practicable, but in any event within five business days of the date hereof,
shall, and Parent shall cause Subsidiary to, commence (within the meaning of
Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) a tender offer (as it may be amended or extended from time to time as
permitted or required by this Agreement, the "Offer") to purchase any and all of
the outstanding Shares at a price of $8.05 per Share (such amount, or any
greater amount per Share paid pursuant to the Offer, the "Per Share Price").
Subject to the provisions of the Offer and this Agreement, Subsidiary shall, and
Parent shall cause Subsidiary to, accept for payment and pay the Per Share Price
for all Shares validly tendered pursuant to the Offer, and not withdrawn, as
soon as practicable after expiration of the Offer. If the Offer is terminated or
withdrawn by Subsidiary, Parent and Subsidiary shall cause all tendered shares
to be returned to the registered holders of the Certificate(s) (as defined
below) surrendered to the Paying Agent (as defined below).

     (b) The Offer initially shall expire at midnight, New York City time, on
the twentieth business day (with the day the Offer is commenced counting as the
first business day) after its


commencement; (the initial "Expiration Date;" and any expiration date and time
established pursuant to an authorized or required extension of the Offer (other
than an extension pursuant to Section 1.6) as so extended, also an "Expiration
Date"). Subsidiary may, without the consent of Target, extend the Offer for any
period required by any rule or regulation of the Securities and Exchange
Commission (the "Commission"). Notwithstanding anything in this Subsection (b)
to the contrary, Subsidiary may not, and Parent shall cause Subsidiary not to,
without Target's prior written consent, extend the Expiration Date if the
failure to meet any condition to the Offer was caused by an act or omission of
Parent or Subsidiary. Parent and Subsidiary agree that if Subsidiary does not
consummate the Offer on the initial Expiration Date, or any extension thereof,
due to the failure of one or more conditions set forth on Annex A (other the
conditions set forth in paragraph (g) of Annex A) to be satisfied, Subsidiary
shall, and Parent shall cause Subsidiary to, extend the Offer one or more times
(each individual extension not to exceed twenty (20) business day after the
previously scheduled Expiration Date) until the earlier of (i) 11:59 p.m. New
York City time on the 60th calendar day after the date of the commencement of
the Offer or (ii) two business days after such time as such condition or
conditions are satisfied or waived; provided further that Subsidiary shall not
                                    -------- -------
be obligated to extend the Offer pursuant to the foregoing proviso if the
condition that has not been satisfied is not reasonably capable of being cured
or satisfied at or prior to the 60th calendar day after the date of the
commencement of the Offer.

     (c) Without the prior written consent of Target, Subsidiary will not, and
Parent will cause Subsidiary not to, decrease the Per Share Price, decrease the
number of Shares being sought in the Offer, change the form of consideration
payable in the Offer, modify in any manner adverse to the holders of Shares, or
add conditions to the Offer, or, subject to the rights to extend the Offer as
set forth above, make any other change in the terms of the Offer which is
adverse to the holders of Shares.  It is agreed that the Offer will be subject
only to the conditions set forth in Annex A hereto, which are for the benefit of
Subsidiary and may be asserted or waived by Subsidiary in whole or in part at
any time and from time to time, in its sole discretion; provided, however, that
Subsidiary may not waive the Minimum Condition (as defined in Annex A hereto)
and compliance with the Hart-Scott-Rodino Antitrust Improvements Acts of 1976,
as amended and the rules and regulations promulgated thereunder (the "HSR Act")
in each case without the prior written consent of Target.

     (d) On the date of commencement of the Offer, Parent and Subsidiary shall
file with the Commission a Tender Offer Statement on Schedule TO with respect to
the Offer (the "Schedule TO"), which filing will contain the offer to purchase
and a form of the related letter of transmittal, all in accordance with the
terms of the Offer as set forth herein (such Schedule TO and the documents
included therein pursuant to which the Offer will be made, together with any
supplements or amendments thereto, the "Offer Documents").  Parent and
Subsidiary shall give Target and its counsel a reasonable opportunity to review
the Offer Documents prior to their being filed with the Commission.  In
addition, Parent and Subsidiary will provide Target and its counsel, in writing,
with any comments, whether written or oral, Parent, Subsidiary or their counsel
may receive from time to time from the Commission or its staff with respect to
the Offer Documents promptly after the receipt of such comments.

                                       2


     (e) Subsidiary may, at any time, transfer or assign to one or more
corporations directly or indirectly wholly owned by Parent the right to purchase
all or any portion of the Shares tendered pursuant to the Offer, but any such
transfer or assignment shall not relieve either Subsidiary or Parent of each of
its obligations under the Offer or prejudice the rights of tendering
stockholders to receive payment for Shares properly tendered and accepted for
payment.

     1.2  Target Action.  Target hereby consents to the Offer.  Promptly
          -------------
after commencement of the Offer, and in any event no later than the date
prescribed by Rule 14e-2 promulgated under the Exchange Act, Target shall file
with the Commission and mail to the holders of Shares a
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9").
The Schedule 14D-9 will set forth, subject to the fiduciary duties of the Board
of Directors of Target under applicable law, and Target hereby represents, that
the Board of Directors of Target (a) has determined that the Offer and the
Merger considered as a whole are advisable and fair to and in the best interests
of Target and its stockholders, and (b) recommends  acceptance of the Offer and
approval and adoption of the Merger and this Agreement by the holders of Shares.
Target shall give Parent and its counsel an opportunity to review the Schedule
14D-9 and any amendments or supplements thereto prior to its being filed with
the Commission.

     1.3  Stockholder Lists.  Target shall promptly furnish Subsidiary with a
          -----------------
list of the holders of Shares and mailing labels containing the names and
addresses of all record holders of Shares and lists of securities positions of
Shares held in stock depositories, each as of a recent date, and shall promptly
furnish Subsidiary with such additional information, including updated lists of
stockholders of Target, mailing labels and lists of securities positions, and
such other assistance, as Subsidiary or its agents may reasonably request in
connection with communicating the Offer to the record and beneficial holders of
the Shares.

     1.4  Funding of Tender Offer.  Parent shall make available to Subsidiary on
          -----------------------
a timely basis funds as necessary to pay for the Shares that Subsidiary becomes
obligated to accept for payment and pay for pursuant to the Offer.

     1.5  Directors.
          ---------

     (a) Promptly upon acceptance for payment by Subsidiary of Shares tendered
pursuant to the Offer sufficient to satisfy the Minimum Condition, all of
Target's directors except William J. Liles, III shall deliver to Subsidiary
their resignations, effective upon delivery, and such directors shall be
replaced by directors designated by Subsidiary.

     (b) Target's obligations to appoint Subsidiary's designees to the Board
shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder.
Parent and Subsidiary shall supply and shall be solely responsible for all
information with respect to themselves, their officers, directors and
affiliates, and Subsidiary's designees required by Section 14(f) and Rule 14f-1.
Target shall promptly take all actions required pursuant to Section 14(f) and
Rule 14f-1 in order to fulfill its obligations under this Section 1.5, and shall
include in the Schedule 14D-9 such information with respect to Target and its
officers and directors as is required under Section 14(f) and Rule 14f-1.

                                       3


     1.6  Subsequent Offering Period.  If all of the conditions to the Offer
          --------------------------
are satisfied or waived but the number of Shares validly tendered but not
withdrawn together with the Liles Shares (as defined in Section 4.7) is less
than ninety percent (90%) of the then outstanding number of Shares, then upon
the Expiration Date, Subsidiary shall, and Parent shall cause Subsidiary to,
provide for a "Subsequent Offering Period" as such term is defined in and in
accordance with Rule 14d-11 under the Exchange Act, for an aggregate period not
to exceed twenty (20) business days (for all such extensions) and Subsidiary
shall, and Parent shall cause Subsidiary to, immediately accept and promptly pay
for all Shares tendered prior to the date of such extension.

                                   SECTION 2
                                  THE MERGER

     2.1  Merger.
          ------

     (a) Merger.  Upon the terms and subject to the conditions of this
         ------
Agreement, Subsidiary will be merged with and into Target, in accordance with
Section 251 or 253 of the Delaware General Corporation Law (the "DGCL"), as soon
as practicable following the consummation of the Offer.  Target shall be the
surviving corporation in the Merger (sometimes hereinafter referred to as the
"Surviving Corporation") and shall continue its existence under the laws of the
State of Delaware.  The separate existence of Subsidiary shall cease.  The name
of the Surviving Corporation shall be "KLLM Transport Services, Inc."

     (b) Effect of Merger.  The certificate of incorporation of Target in effect
         ----------------
upon the consummation of the Merger shall be the certificate of incorporation of
the Surviving Corporation, and the bylaws of Subsidiary in effect upon
consummation of the Merger shall be the bylaws of the Surviving Corporation.
The directors of Subsidiary upon consummation of the Merger shall be the
directors of the Surviving Corporation, and the officers of Subsidiary shall be
the officers of the Surviving Corporation, in each case until their respective
successors are duly elected and qualified.  The Merger shall have the effects
set forth in Section 259(a) of the DGCL.

     (c) Conversion of Shares.  At the Effective Time (as defined in Section
         --------------------
2.3), by virtue of the Merger and without any action on the part of any holder
of any Shares, (i) each Share issued and outstanding immediately prior to the
Effective Time (other than Shares to be canceled pursuant to Section 2.1(c) (ii)
and any Appraisal Shares (as defined in Section 2.4)) shall be converted into
the right to receive in cash an amount per Share equal to the Per Share Price
offered pursuant to the Offer (the "Merger Consideration"), without interest;
and (ii) each Share owned by Parent, Subsidiary or any other direct or indirect
subsidiary of Parent or held in treasury by Target, immediately prior to the
Effective Time, shall be canceled and extinguished, and no payment will be made
with respect to those Shares; and (iii) each share of common stock of Subsidiary
then issued and outstanding shall be converted into one share of common stock of
the Surviving Corporation, which shares thereafter will constitute all of the
issued and outstanding shares of capital stock of the Surviving Corporation.

     (d) Target Options, Employee Stock Purchase Plan, and Non-Employee Director
         -----------------------------------------------------------------------
Stock Compensation Plan.
- -----------------------

                                       4


          (i)   All plans, programs or arrangements of Target or its subsidiary
     providing for the issuance of any securities of Target are listed on
     Exhibit 2.1(d) of the disclosure schedule hereto (the "Disclosure
     --------------
     Schedule"), all material documents relating thereto have been filed with
     the Commission and have not been amended since last filed.

          (ii)  No options granted under the plans, programs or arrangements set
     forth in Exhibit 2.1(d) of the Disclosure Schedule ("Target Options"),
              --------------
     whether or not exercisable, have an exercise price equal to or less than
     the Per Share Price.  As soon as practicable following acceptance of the
     Offer by Subsidiary, Target shall effect the cancellation of all Target
     Options in accordance with the relevant provisions of the plan pursuant to
     which they were granted.

          (iii) On the date payment is made for Shares tendered pursuant to the
     Offer, each person who has subscribed for Shares under the Employee Stock
     Purchase Plan (a "Subscription Agreement") shall be entitled to receive, in
     cancellation and settlement of the Subscription Agreement, an amount equal
     to the product of (x) the number of Shares subscribed for in the applicable
     Subscription Agreement and (y) the excess, if any, of the Merger
     Consideration over $7.50 (the "Subscription Consideration").  In addition,
     such persons shall be entitled to the return of all amounts previously
     deducted from their payroll to be used towards the purchase price of such
     Shares, with interest at the rate of 5.25% per annum (the "Payroll
     Deduction Return").  As soon as practicable following acceptance of the
     Offer by Subsidiary, Subsidiary shall tender the Subscription Consideration
     and Target shall tender the Payroll Deduction Return in cash to each holder
     of a Subscription Agreement to whom the Subscription Consideration is
     payable.  Target shall use commercially reasonable efforts to obtain from
     the holders of such Subscription Agreements the cancellation of their
     Subscription Agreements in exchange for the rights granted hereby.

          (iv)  Effective as of March 31, 2000, Target shall suspend its Non-
     Employee Director Stock Compensation Plan and after the date hereof shall
     not issue any additional Shares pursuant thereto.  Effective as of April 1,
     2000 each Non-Employee Director of Target shall be entitled to a cash
     payment equal to such Director's Retainer and Committee Fees (as such terms
     are defined in the Non-Employee Director Stock Compensation Plan and as
     such are in effect on the date of this Agreement), for each fiscal quarter
     such Director continues to serve as a Director of Target.  For any fiscal
     quarter beginning April 1, 2000 during which a Non-Employee Director at
     Target serves Target for less than the full fiscal quarter such Director
     shall be entitled to a cash payment equal to the pro rata amount of his
     Retainer plus any applicable Committee Fees.

     2.2  Stockholders Meeting of Target.
          ------------------------------

     (a) Unless  the provisions contained in paragraph (b) apply, Target will
take all action necessary in accordance with applicable law and its certificate
of incorporation and bylaws to convene a special meeting of its stockholders
promptly after closing of the Offer to consider and vote upon the approval of
the Merger and adoption of this Agreement.  Subject to their fiduciary duties
under applicable law, the Board of Directors of Target ("Target's Board") will
recommend that stockholders

                                       5


of Target vote in favor of the approval of the Merger and the adoption of this
Agreement at any such meeting.

     (b) If upon the closing of the Offer, including the Subsequent Offering
Period, if one occurs, Subsidiary owns together with the Liles Shares ninety
percent (90%) of the then outstanding number of Shares, then Subsidiary shall
effect the Merger by means of a written consent of stockholders pursuant to DGCL
Section 228, or by means of a merger pursuant to DGCL Section 253.

     2.3  Consummation of the Merger.  Upon the terms and subject to the
          --------------------------
conditions of this Agreement as soon as practicable after closing of the Offer,
and, if the vote of the stockholders of Target is required pursuant to Section
2.2, after the vote of such stockholders in favor of the Merger and this
Agreement has been obtained (the "Target Stockholder Approval"), the parties
shall make all filings and take all such other and further actions as may be
required by the DGCL to make the Merger effective.  Prior to any filing required
by the DGCL to make the Merger effective as referred to in this Section 2.3, a
closing will be held at the offices of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre,  L.L.P., 201 St. Charles Avenue, New Orleans, Louisiana (or
such other place as the parties may agree) for the purpose of confirming all of
the foregoing.  The time the Merger becomes effective in accordance with
applicable law is referred to as the "Effective Time."

     2.4  Appraisal Rights.  Notwithstanding any provision of this Agreement
          ----------------
to the contrary, any Shares outstanding immediately prior to the Effective Time
held by a holder who has demanded and perfected the right, if any, for appraisal
of those Shares in accordance with Section 262 of the DGCL and as of the
Effective Time has not withdrawn or lost such right to such appraisal
("Appraisal Shares") shall not be converted into or represent a right to receive
the Merger Consideration, but the holder shall only be entitled to such rights
as are granted by the DGCL.  If a holder of Shares who demands appraisal of
those Shares under the DGCL shall effectively withdraw or forfeit (through
failure to perfect or otherwise) the right to appraisal, then, as of the later
of the Effective Time or the occurrence of such event, those Shares shall be
converted into and represent only the right to receive the Merger Consideration,
without interest, upon the surrender of the certificate or certificates
representing those Shares.  Target shall give Parent (i) prompt notice of any
written demands for appraisal of any Shares, attempted withdrawals of such
demands, and any other instruments served pursuant to the DGCL received by
Target relating to stockholders' rights of appraisal and (ii) the opportunity to
participate in all negotiations and proceedings with respect to demands for
appraisal under the DGCL.  Target shall not, except with the prior written
consent of Parent, voluntarily make any payment with respect to any such demands
for appraisals of capital stock of Target, offer to settle or settle any such
demands or approve any withdrawal of any such demands.

     2.5  Payment for Shares.  Prior to the Effective Time, Subsidiary shall
          ------------------
designate a commercial bank or trust company organized under the laws of the
United States or any state of the United States with capital, surplus and
undivided profits of at least $100,000,000 to act as paying agent with respect
to the Merger (the "Paying Agent").  Each holder (other than Parent, Subsidiary
or any subsidiary of Parent and holders of Appraisal Shares) of a certificate or
certificates (the "Certificates") which immediately prior to the Effective Time
represented outstanding Shares will be entitled to receive, upon surrender to
the Paying Agent of the Certificates for cancellation, cash in an amount equal
to the product

                                       6


of the number of Shares previously represented by the Certificates multiplied by
the Merger Consideration, subject to any required withholding of taxes. When and
as needed, Subsidiary shall make available to the Paying Agent sufficient funds
to make all payments pursuant to the preceding sentence. No interest shall
accrue or be paid on the cash payable upon the surrender of the Certificates. If
payment is to be made to a person other than the person in whose name the
Certificates surrendered are registered, it shall be a condition of payment that
the Certificates so surrendered shall be properly endorsed or otherwise in
proper form for transfer and that the person requesting the payment shall pay
any transfer or other taxes required by reason of the payment to a person other
than the registered holder of the Certificates surrendered or establish to the
satisfaction of the Surviving Corporation that the tax has been paid or is not
applicable. Following the Effective Time, until surrendered to the Paying Agent
in accordance with the provisions of this Section 2.5, each Certificate (other
than Certificates representing Appraisal Shares and Shares owned by Parent or
any subsidiary of Parent) shall represent for all purposes only the right to
receive upon surrender the Merger Consideration multiplied by the number of
Shares evidenced by the Certificate, without any interest, subject to any
required withholding of taxes. Any funds delivered or made available to the
Paying Agent pursuant to this Section 2.5 and not exchanged for Certificates
within six months after the Effective Time will be returned by the Paying Agent
to the Surviving Corporation, which thereafter will act as paying agent. As soon
as practicable after the Effective Time, the Surviving Corporation will cause
the Paying Agent to mail to each record holder of Certificates a letter of
transmittal (which will specify that delivery will be effected, and risk of loss
and title of the Certificates will pass, only upon proper delivery of the
Certificates to the Paying Agent) and instructions for use in effecting the
surrender of the Certificates for payment.

     2.6  Closing of Target's Transfer Books.  At the Effective Time, the
          ----------------------------------
stock transfer books of Target shall be closed and no transfer of Shares shall
thereafter be made.  If, after the Effective Time, Certificates are presented to
the Surviving Corporation, they shall be canceled and exchanged for cash as
provided in Section 2.5, subject to applicable law in the case of Appraisal
Shares.

     2.7  Corporate Acts of Subsidiary.  All corporate acts, plans, policies,
          ----------------------------
approvals and authorizations of Subsidiary, its sole stockholder, its Board of
Directors, committees elected or appointed by the Board of Directors, and all
officers and agents, valid immediately prior to the Effective Time, shall be
those of the Surviving Corporation and shall be as effective and binding thereon
as they were with respect to Subsidiary.  The employees and agents of Subsidiary
shall become the employees and agents of the Surviving Corporation and continue
to be entitled to the same rights and benefits which they enjoyed as employees
and agents of Subsidiary.

                                   SECTION 3
                   REPRESENTATIONS AND WARRANTIES OF TARGET

     Target hereby represents and warrants to Parent and Subsidiary as follows:

     3.1  Organization and Qualification.  Target is a corporation duly
          ------------------------------
incorporated, validly existing and in good standing under the laws of the State
of Delaware and has all requisite corporate power and authority to own, lease
and operate its property and carry on its business as now being conducted.
Target is duly qualified as a foreign corporation to do business, and is in good
standing, in

                                       7


each jurisdiction where the character of its properties owned or held under
lease or the nature of its activities makes such qualification necessary, except
to the extent that any failure to so qualify or be in good standing would not
have a Material Adverse Effect (as defined in Section 8.5 hereof) on Target.
Target has filed with the Commission correct and complete copies of the
certificate of incorporation and bylaws of Target, as amended, and no amendments
thereto have been made since last filed.

     3.2  Target Capital Stock.  Target's authorized capital stock consists
          --------------------
of 10,000,000 shares of common stock, par value $1.00 per share, and 5,000,000
shares of preferred stock, par value $0.01 per share.  As of the date hereof,
(i) 4,103,478 Shares of Target Common Stock and no shares of Target's preferred
stock were issued and outstanding, (ii) 459,787 Shares of Target Common Stock
were held by Target in its treasury, (iii) 94,047 Shares of Target Common Stock
were subject to issuance pursuant to outstanding Target Options and 9,334
additional Shares were subject to issuance pursuant to subscriptions for Shares
pursuant to Target's Employee Stock Purchase Plan, and (iv) shares of Target's
preferred stock were reserved for issuance in connection with the Rights issued
pursuant to the Stockholder Protection Rights Agreement dated as of February 13,
1997 (as amended from time to time, the "Target Rights Plan") between Target and
Harris Trust and Savings Bank, Inc., as Rights Agent.  Target has filed with the
Commission a complete and correct copy of the Rights Plan, as amended, and no
amendments thereto have been made since last filed.  All of the issued and
outstanding shares of Target Common Stock are, and all Shares subject to
issuance as aforesaid when issued will be, duly authorized and validly issued,
fully paid and nonassessable and free of preemptive rights.  Except as set forth
above, as of the date hereof there were no other shares of capital stock issued,
reserved for issuance, or outstanding, and there are no options, warrants, or
similar rights granted by Target or any other agreements to which Target is a
party providing for the issuance or sale by it, or the repurchase or redemption
by it, of any capital stock or other securities.  There is no liability for
dividends declared or accumulated but unpaid with respect to any of the shares
of Target Common Stock.  Except for the Shares (including the associated
Rights), there are no outstanding bonds, debentures, notes or other indebtedness
or other securities of Target having the right to vote (or convertible into or
exchangeable for, securities having the right to vote) on any matters on which
stockholders of Target may vote.  There are no agreements or arrangements to
which Target is a party pursuant to which Target is or could be required to
register Shares or other securities under the Securities Act of 1933, as amended
(the "Securities Act") or relating to the voting of any of its or any
subsidiaries' capital stock.

     3.3  Subsidiaries and Affiliated Partnerships.
          ----------------------------------------

     (a) Target owns, beneficially and of record, all of the issued and
outstanding shares of KLLM, Inc., a Texas corporation, which are duly
authorized, validly issued, fully paid and nonassessable, free of preemptive
rights and free and clear of all liens and encumbrances.  There are no
outstanding options, calls or commitments of any kind relating to the issued or
unissued capital stock or other securities of KLLM, Inc.  Target has no other
subsidiaries, and neither Target nor KLLM, Inc. owns, directly or indirectly,
any interest or investment (whether equity or debt) in any other corporation,
association or business organization.

     (b) KLLM, Inc. is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Texas and has all requisite
corporate power and authority to own, lease

                                       8


and operate its property and carry on its business as now being conducted. KLLM,
Inc. is duly qualified as a foreign corporation to do business, and is in good
standing, in each jurisdiction where the character of its properties owned or
held under lease or the nature of its activities makes such qualification
necessary, except to the extent that any failure to so qualify or be in good
standing would not have a Material Adverse Effect (as defined in Section 8.5
hereof) on Target.

     3.4  Power and Authority.  Subject to the satisfaction of the conditions
          -------------------
precedent set forth herein, Target has the full corporate power to execute,
deliver and perform this Agreement and all agreements and other documents
executed and delivered or to be executed and delivered by it pursuant to this
Agreement, and, subject to the satisfaction of the conditions precedent set
forth herein, has taken all action required by its certificate of incorporation,
bylaws or otherwise, to authorize the execution, delivery and performance of
this Agreement and such related documents.  The execution and delivery of this
Agreement has been approved by Target's Board.  This Agreement has been duly
executed and delivered by Target and, assuming this Agreement constitutes a
valid and binding obligation of Parent and Subsidiary, as the case may be,
constitutes a valid and binding obligation of Target, enforceable against Target
in accordance with its terms (except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, receivership,
conversatorship, moratorium, or similar laws affecting the enforcement of
creditors' rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding may be brought).

     3.5  Non-Contravention; Approvals and Consents.
          -----------------------------------------

     (a) Except as disclosed in Exhibit 3.5 of the Disclosure Schedule, the
                                -----------
execution and delivery of this Agreement by Target does not, and the performance
by Target of its obligations hereunder and the consummation of the transactions
contemplated hereby will not, conflict with, result in a violation or breach of,
constitute (with or without notice or lapse of time or both) a default under,
permit the termination of any provision of, or result in the termination of or
the acceleration of the maturity or performance of, or result in the creation or
imposition of any lien upon any of the assets or properties of Target or its
subsidiary under, any of the terms, conditions or provisions of (i) the
certificate of incorporation or bylaws of Target or its subsidiary, or (ii)
subject to receipt of the requisite stockholder approval with respect to the
Merger, (A) any statute, law, rule, regulation or ordinance (together, "Laws"),
or any judgment, decree, order, writ, injunction, permit or license (together,
"Orders"), of any court, tribunal, arbitrator, authority, agency, commission,
official or other instrumentality of the United States or any state, county,
city or other political subdivision in the United States, or of any foreign
country (a "Governmental or Regulatory Authority") applicable to Target or its
subsidiary or any of their assets or properties, (B) any note, bond, mortgage,
security agreement, indenture, license, franchise, contract or other instrument,
obligation or agreement of any kind (together, "Contracts") to which Target or
its subsidiary is a party or by which Target or its subsidiary or any of their
assets or properties is bound, or (C) any employee benefit plan or arrangement;
except, with respect to the foregoing clause (ii), those which, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect on Target.

                                       9


     (b) Except as disclosed in Exhibit 3.5 and except for (i) the premerger
                                -----------
notification requirements of the HSR Act, (ii) the requirements of the Exchange
Act and the Nasdaq Stock Market, and (iii) the filing of appropriate documents
relating to the Merger required by the DGCL, no consent, approval or action of,
or filing with or notice to, any Governmental or Regulatory Authority or other
person is required under any Law or Order or any Contract to which Target or its
subsidiary is a party or by which Target or its subsidiary or any of their
assets or properties is bound, for the execution and delivery of this Agreement
by Target or the performance by Target of its obligations hereunder or the
consummation by Target of the transactions contemplated hereby, except those as
to which the failure to make or obtain, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect on Target.

     3.6  Target Public Information.
          -------------------------

     (a) Target has filed all reports, schedules, registration statements, proxy
statements, exhibits and other documents required to be filed by it with the
Commission since January 1, 1998 (the "Target SEC Documents").  As of their
respective dates, the Target SEC Documents did not contain any untrue statements
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  As of their
respective dates, Target SEC Documents complied in all material respects with
the applicable requirements of the Securities Act and the Exchange Act and the
rules and regulations promulgated under such statutes.  The financial statements
contained in the  Target SEC Documents, together with the notes thereto, have
been prepared in accordance with generally accepted accounting principles
consistently followed throughout the periods indicated (except as may be
indicated in the notes thereto, or, in the case of the unaudited financial
statements, as permitted by Form 10-Q), reflect all known liabilities of Target
and its subsidiary, including all such known contingent liabilities as of the
end of each period reflected therein, required to be stated therein, and present
fairly the financial condition of Target and its subsidiary at said dates and
the consolidated results of operations and cash flows of Target and its
subsidiary for the periods then ended.  The consolidated balance sheet of Target
at December 31, 1999 included in Target SEC Documents is herein sometimes
referred to as the "Target Balance Sheet".

     (b) Except for matters reflected or reserved against in the Target Balance
Sheet or arising under this Agreement, Target and its subsidiary have not at
that date, and have not since that date, incurred any liabilities or obligations
(whether absolute, accrued, contingent, fixed or otherwise, or whether due or to
become due) of any nature that would be required by generally accepted
accounting principles to be reflected in a consolidated balance sheet of Target
(including the notes thereto), except liabilities or obligations that (i) were
incurred in the ordinary course of business consistent with past practices or
(ii) have not had, and could not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect on Target.

     3.7  Legal Proceedings.  Except as disclosed in Target SEC Documents filed
          -----------------
prior to the date of this Agreement, there is no litigation, governmental
investigation or other proceeding pending or, to the knowledge of Target,
threatened against or relating to Target or its subsidiary, their properties or
business, or the transactions contemplated by this Agreement and, to the
knowledge of Target, no basis

                                       10


for any such action exists, and neither the Target nor its subsidiary is subject
to any Order, in each case that could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect on Target.

     3.8  Subsequent Events.  Except as reflected in Target SEC Documents filed
          -----------------
prior to the date of this Agreement, since the date of the Target Balance
Sheet (i) there has not been any change, event or development having, or that
could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect on Target, (ii) Target and its subsidiary have conducted
their business, in all material respects, in the ordinary course consistent with
past practices, and, (iii) Target and its subsidiary have not taken any action
that, if taken after the date hereof, would constitute a breach of any provision
of Section 5.2 (Preservation of Business) or 5.3 (Material Transactions).

     3.9  Employment Matters.  Target or its subsidiary has not entered into
          ------------------
any employment  agreements.  Target or its subsidiary has entered into change of
control agreements with certain employees which, upon certain triggering events,
will cause Target or its subsidiary to pay such employees, in the aggregate,
approximately $1,876,600.

     3.10  Compliance with Laws in General.  Except as disclosed in Target SEC
           -------------------------------
Documents filed prior to the date of this Agreement, Target and its subsidiary
are not in violation and have not received any notices of violations of any Laws
relating to their business and operations, including, without limitation, the
Occupational Safety and Health Act, the Americans with Disabilities Act, ERISA,
tax laws, and any environmental laws, except for any violation as would not,
individually or in the aggregate, have a Material Adverse Effect on Target, and
no notice of any pending inspection or investigation relating to any such Law
has been received by Target or its subsidiary which, if it were determined that
a violation had occurred, would have a Material Adverse Effect on Target.

     3.11  Licenses and Regulatory Approvals.  Except as disclosed in Target
           ---------------------------------
SEC Documents filed prior to the date of this Agreement, Target holds all
licenses, permits and other regulatory approvals which are needed or required by
law with respect to its business, operations and facilities as they are
currently or presently conducted (collectively, the "Licenses"), except where
the failure to possess such Licenses does not have a Material Adverse Effect on
Target.  No License will by its terms terminate as a result of the transactions
contemplated hereby or require any consent from any person or Governmental or
Regulatory Authority in order to remain in full force and effect immediately
after the closing of the Offer and the Effective Time, except for those which,
if terminated, would not have a Material Adverse Effect on Target.

     3.12  Vote Required.   The affirmative vote of the holders of a majority of
           -------------
the outstanding Shares of Target Common Stock is the only vote of the holders of
any class or series of Target capital stock necessary to approve this Agreement,
the Merger and the transactions contemplated hereby.  The execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated hereby will not be subject to the restrictions of DGCL Section 203.

                                       11


     3.13  Opinion of Financial Advisor.   Target's Board has received the
           ----------------------------
written opinion of Morgan, Keegan & Company, Inc. ("Morgan Keegan") to the
effect that, as of the date of this Agreement, the Per Share Price and the
Merger Consideration are fair to the holders of Target Common Stock from a
financial point of view, a copy of which opinion has been delivered by Target to
Parent.

     3.14  Brokers and Finders.  Except as set forth in Exhibit 3.14 to the
           -------------------                          ------------
Disclosure Schedule, Target and its subsidiary have not employed any brokers or
finders to act on their behalf and have not incurred and will not incur any
liability for any brokerage, finders or investment banking fees in connection
with the transactions contemplated hereby.

     3.15  Rights Plan; Consequences if Rights Triggered.  Target and the
           ---------------------------------------------
Rights Agent have executed and there is in effect Amendment No. 1 to the Target
Rights Plan, in the form previously approved by Parent, which renders the Target
Rights Plan and Rights inapplicable to the Offer, the Merger and the other
transactions contemplated hereby.  Except as previously approved in writing by
Parent, Target's Board shall not otherwise (i) amend the Target Rights Plan in a
manner adverse to Parent or Subsidiary, or (ii) redeem the Rights or take any
action with respect to, or make any determination under, the Target Rights Plan
adverse to Parent or Subsidiary.  If any Separation Time, Stock Acquisition
Date, Flip-over Transaction or Event or Flip-in Date occurs under the Target
Rights Plan at any time during the period from the date of this Agreement to the
Effective Time, Target and Parent shall make such adjustment to the Per Share
Price and the Merger Consideration as Target and Parent shall mutually agree so
as to preserve the economic benefits that Target and Parent each reasonably
expected on the date of this Agreement.

     3.16  Information Supplied.
           --------------------

     (a) The Schedule 14D-9 (and any amendment or supplement thereto) will not,
on the date of its filing with the Commission and the date it is first
published, sent or given to stockholders, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading, except that no
representation is made by Target with respect to information supplied in writing
by or on behalf of Parent or Subsidiary expressly for inclusion therein.  The
Schedule 14D-9 will comply as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations thereunder.

     (b) The information supplied or to be supplied in writing by or on behalf
of Target for inclusion in the Schedule TO will not, on the date the Schedule TO
(and any amendment or supplement thereto) is filed with the Commission or on the
date it is first published, sent or given to stockholders, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading.

  3.17  Indemnification Agreements.  To the Knowledge of Target, Target does
        --------------------------
not have any agreement or contractual obligation to provide to any director of
Target indemnification for any acts or

                                       12


omissions that may occur prior to the Effective Time, other than those
obligations contained in Target's bylaws.

                                   SECTION 4
            REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY

     Parent and Subsidiary hereby represent and warrant to Target as follows:

     4.1  Organization and Qualification.    Parent and Subsidiary are
          ------------------------------
corporations duly organized and validly existing and are in good standing under
the laws of the State of Delaware.  Parent and Subsidiary have all necessary
corporate power to own their respective properties and assets and to carry on
their businesses as presently conducted.  Parent and Subsidiary are duly
qualified to do business and are in good standing in all jurisdictions in which
the character of the property owned, leased or operated or the nature of the
business transacted by each makes qualification necessary.

     4.2  Power and Authority; No Conflicts.    Parent and Subsidiary have the
          -------------------- ------------
full corporate power to execute, deliver and perform this Agreement and all
agreements and other documents executed and delivered, or to be executed and
delivered, by them pursuant to this Agreement, and, subject to the satisfaction
of the conditions precedent set forth herein, have taken all actions required by
law, their respective certificates of incorporation, bylaws or otherwise, to
authorize the execution and delivery of the Agreement and such related
documents.  The execution and delivery of the Agreement does not and, subject to
the receipt of required stockholder and regulatory approvals, the consummation
of the Offer and the Merger contemplated hereby will not, violate any provisions
of the certificate of incorporation or bylaws of Parent or Subsidiary, or any
provision of, or result in the acceleration of any obligation under, any
material Law, Order or Contract to which Parent or Subsidiary is a party or by
which either is bound.  The execution and delivery of this Agreement has been
approved by the Board of Directors of both Parent and Subsidiary.  This
Agreement has been duly executed and delivered by Parent and Subsidiary and,
assuming this Agreement constitutes a valid and binding obligation of Target,
constitutes a valid and binding obligation of Parent and Subsidiary, enforceable
against Parent and Subsidiary in accordance with its terms.

     4.3  Subsidiary Capital Stock.    Parent owns, beneficially and of record,
          ------------------------
all of the issued and outstanding shares of Subsidiary's capital stock, which
are duly authorized, validly issued, fully paid and nonassessable, free of
preemptive rights and free and clear of all liens and encumbrances.  At or prior
to consummation of the Merger, Parent will have taken all such actions as may be
required in its capacity as the sole stockholder of Subsidiary to approve the
Merger.

     4.4  Financing.
          ---------

                                       13


     (a) Parent and Subsidiary collectively have cash on hand or binding
agreements for the funding of such cash prior to consummation of the Offer, in
an aggregate amount sufficient to enable Parent and Subsidiary to pay in full
(i) the aggregate Per Share Price and (ii) the aggregate Merger Consideration.
Upon consummation of the Offer, Parent, Subsidiary, Target and its subsidiary
will have resources available to them that are sufficient to pay in full (x) all
fees and expenses payable by Target, Parent and Subsidiary in connection with
this Agreement, including obligations under the change of control agreements
described in Section 3.9, (y) the repayment of all indebtedness when due,
including the repayment of all indebtedness of the Target when due, and (z) the
working capital and other operational requirements of Target and its subsidiary
from and after the date of the initial purchase of the Shares under the Offer.

     (b) At or prior to completion of the Offer and the Merger, Parent will
provide, or will cause to be provided to Subsidiary, the funds necessary to
consummate the Offer and the Merger, respectively.

     4.5  Information Supplied.
          --------------------

     (a) The Schedule TO (and any amendments or supplements thereto) will not,
on the date filed with the Commission and first published, sent or given to
stockholders of Target, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
are made, not misleading, except that no representation is made by Parent or
Subsidiary with respect to information supplied in writing by or on behalf of
Target expressly for inclusion therein and information derived from documents
filed by Target with the Commission.  The Schedule TO will comply as to form in
all material respects with the requirements of the Exchange Act and the
regulations thereunder.

     (b) The information supplied or to be supplied in writing by or on behalf
of Parent or Subsidiary for inclusion in the Schedule 14D-9 (and any amendments
or supplements thereto) will not, on the date the Schedule 14D-9 is filed with
the Commission and is first published, sent or given to stockholders of Target,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading.

     4.6  Legal Proceedings.  As of the date of this Agreement there is no
          -----------------
litigation, governmental investigation or other proceeding pending or, to the
knowledge of Parent or Subsidiary, threatened against or relating to Parent or
Subsidiary, their properties or business, or the transactions contemplated by
this Agreement, and neither Parent nor Subsidiary is subject to any Order.

     4.7  Shares Owned by Parent.  Immediately prior to consummation of the
          ----------------------
Offer, Parent shall beneficially own (within the meaning of Rule 13d-3 under the
Exchange Act) and have the right to vote 689,123 Shares (the "Liles Shares").

     4.8  Indemnification Agreements. To the Knowledge of Parent and Subsidiary,
          --------------------------
Target does not have any agreement or contractual obligation to provide to any
director of Target indemnification
                                       14


for any acts or omissions that may occur prior to the Effective Time, other than
those obligations contained in Target's bylaws.

                                   SECTION 5
                                   COVENANTS

     5.1  Access to Information; Confidentiality.
          --------------------------------------

     (a) Between the date hereof and the Effective Time, each of Target and
Parent will give to the other party and its counsel, accountants and other
representatives full access to all the properties, documents, contracts,
personnel files and other records of such party and its subsidiary and shall
furnish the other party with copies of such documents and with such information
with respect to the affairs of such party and its subsidiary as the other party
may from time to time reasonably request.

     (b) If the transactions contemplated hereby are not consummated and this
Agreement terminates, each party agrees to promptly return all documents,
contracts, records or properties of the other party and all copies thereof
furnished pursuant to this Section 5 or otherwise.  Each party will keep
confidential and will not disclose to any third party, and will not use, any
confidential information obtained by it from Target, Parent or Subsidiary in
connection with this Agreement except that information may be used by the
parties, and disclosed by them to their advisors, employees, affiliates  and
financing sources in connection with the activities conducted pursuant to this
Agreement.  The foregoing restrictions shall not apply to any information which
(i) becomes generally available to the public other than as a result of a breach
of any confidentiality obligation, (ii) was available to a party on a non-
confidential basis prior to disclosure, (iii) is independently developed by a
party, (iv) becomes lawfully available to a party on a non-confidential basis
from a source other than the disclosing party, provided that such source is not
known by the party to be subject to a confidentiality obligation, or (v) has
been expressly approved in writing by the disclosing party for use or
disclosure.  Notwithstanding the above, if in the opinion of a party's counsel,
disclosure of such information is advisable in order to comply with law, such
information may be so disclosed.

     (c) With respect to matters as to which any party has made express
representations or warranties herein, the parties shall be entitled to rely upon
such express representations and warranties irrespective of any investigations
made by such parties.

     5.2  Preservation of Business.     Target and its subsidiary will use
          ------------------------
reasonable commercial efforts to preserve their business organization intact, to
keep available to Parent and the Surviving Corporation the services of the
present employees of Target and its subsidiary, and to preserve for Parent and
the Surviving Corporation the goodwill of the suppliers, customers and others
having business relations with Target and its subsidiary.

     5.3  Material Transactions.     Prior to the Effective Time, Target and its
          ---------------------
subsidiary will conduct their respective businesses in the ordinary course and
will not (other than as required pursuant to the terms of the Agreement and the
related documents, and other than with respect to transactions for which binding
commitments have been entered into prior to the date hereof which are described
on Exhibit 5.3 to the Disclosure Schedule), without first obtaining the written
consent of Parent:

                                       15


     (a) Make any capital expenditure or commitment therefor or enter into any
contract or agreement (i) which cannot be performed within three months or less,
or (ii) which involves the expenditure of over $500,000 in the aggregate or
$150,000 individually.

     (b) (i) amend its certificate of incorporation or bylaws; (ii) split,
combine, reclassify or take similar action with respect to any of its capital
stock; (iii) authorize for issuance, issue, sell, deliver or agree or commit to
issue, sell or deliver any additional shares, or rights of any kind to acquire
any shares (whether through the granting or issuance of options, warrants,
commitments, subscriptions, rights to purchase or otherwise), of its capital
stock (except for the issuance of shares pursuant to the exercise of Target
Options and subscriptions pursuant to Target's Employee Stock Purchase Plan as
disclosed in Section 3.2 hereof) of any class or any other securities or equity
equivalents (including without limitation stock appreciation rights); (iv)
purchase, redeem or otherwise acquire any Shares or any other securities of
Target; (v) declare, set aside or pay any dividend payable in cash, stock or
property or make any other distributions with respect to Shares or any other
shares of its capital stock; or (vi) adopt a plan of complete or partial
liquidation or resolutions providing for or authorizing such a liquidation or a
dissolution, merger, consolidation, restructuring, recapitalization or
reorganization of the Company.

     (c) (i) other than in the ordinary course of its business consistent with
past practices, sell, lease, grant any security interest in or otherwise dispose
of or encumber any material amount of its assets or properties; (ii) change any
assumption underlying, or method of calculating, any bad debt, contingency or
other reserve or change any other material accounting principles or practices
used by it (except changes that may be necessary or appropriate in order to
comply with a change in generally accepted accounting principles that takes
effect after the date of this Agreement); (iii) pay, discharge or satisfy any
material claims, liabilities or obligations (absolute, accrued, contingent or
otherwise) other than the payment, discharge or satisfaction of (A) liabilities
in the ordinary course consistent with past practices and (B) costs relating to
this Agreement and the transactions contemplated hereby; (iv) waive, release,
grant or transfer any rights of material value or modify or change in any
material respect any existing material license, lease, contract or other
document; or (v) make any tax election or settle or compromise any federal,
state, local or foreign tax liability.

     (d) (i) enter into any new severance or change of control or employment
agreement; (ii) amend any existing employment or change of control or severance
agreement; (iii) grant any increases in compensation or benefits; (iv) establish
or enter into any new benefit plan or contract or arrangement or make any change
in any existing benefit plan, contract or arrangement providing for bonuses,
executive incentive compensation, pensions, deferred compensation, retirement
payments, profit-sharing or the like; (v) make any grants, awards or
distributions under any employee benefit plan or arrangement, other than in the
ordinary course consistent with past practices and those grants, awards or
distributions required to be made under such employee benefit plans or
arrangements as in effect on the date of this Agreement; or (vi) make any
amendment to any provision of any outstanding grant or award that materially
increases the potential cost thereof to Target except as provided in Section
2.1(d).

     (e) Guarantee the material obligation of any person, firm or corporation,
except in the ordinary course of business consistent with prior practices.

                                       16


     (f) Enter into any option to purchase, or purchase agreement for, or buy,
any real property, or enter into any new leases or renewals of existing leases
on real property.

     (g) Enter into any contract, agreement, commitment or arrangement with
respect to, or resolve to do, any of the foregoing.

     5.4  Meeting of Target Stockholders.
          ------------------------------

     (a) If necessary to consummate the Merger, after closing of the Offer,
Target will take all steps necessary in accordance with its certificate of
incorporation and bylaws to call, give notice of, convene and hold a meeting of
its stockholders (the "Special Meeting") as soon as reasonably appropriate, for
the purpose of approving this Agreement and the Merger and for such other
purposes as may be necessary.  If the Special Meeting occurs and unless this
Agreement shall have been validly terminated as provided herein, Target's Board,
subject to their fiduciary obligations under applicable law, shall (i) recommend
to Target stockholders the approval of this Agreement, the transactions
contemplated hereby and any other matters to be submitted to the stockholders in
connection therewith, to the extent that such approval is required by applicable
law in order to consummate the Merger, and (ii) use reasonable, good faith
efforts to obtain the approval by Target's stockholders of this Agreement and
the transactions contemplated hereby.

     (b) Promptly after the closing of the Offer, Target shall prepare and file
with the Commission, if required by federal securities laws, a preliminary form
of the proxy or information statement (the "Proxy/Information Statement") to be
mailed to the stockholders of Target in connection with the Special Meeting.
Target will cause the Proxy/Information Statement to comply as to form in all
material respects with the applicable provisions of the Exchange Act.  Target
will notify Parent of the receipt of any comments from the Commission or its
staff and of any request by the Commission or its staff for amendments or
supplements to the Proxy/Information Statement or for additional information and
will supply Parent with copies of all correspondence between Target or any of
its representatives, on the one hand, and the Commission or its staff, on the
other hand, with respect to the Proxy/Information Statement prior to its being
filed with the Commission and shall give Parent and its counsel the reasonable
opportunity to review all amendments and supplements to the Proxy/Information
Statement and all responses to requests for additional information and replies
to comments prior to their being filed with or sent to the Commission.  Target
agrees to use commercially reasonable efforts, after consultation with the other
parties hereto, to respond promptly to all such comments of and requests by the
Commission.  As promptly as practicable after the Proxy/Information Statement
has been cleared by the Commission, Target shall mail the Proxy/Information
Statement to its stockholders. If at any time prior to the approval of this
Agreement by Target's stockholders there shall occur any event that should be
set forth in an amendment or supplement to the Proxy/Information Statement,
Target will prepare and mail to its stockholders such an amendment or
supplement.

     (c) At the Special Meeting, Parent and Subsidiary shall vote, or cause to
be voted, all Shares owned by them in favor of the Merger.

     5.5  Exemption from State Takeover Laws.  Target shall take all
          ----------------------------------
reasonable steps necessary to exempt the Offer and the Merger from Section 203
of the DGCL as well as the requirements of any

                                       17


state takeover statute or other similar state law which would prevent or impede
the consummation of the transactions contemplated hereby, by action of Target's
Board or otherwise.

     5.6  HSR Act and Legal Compliance.  Parent and Target shall promptly make
          ----------------------------
their respective filings, and shall thereafter use their reasonable, good faith
efforts to promptly make any required submissions, under the HSR Act with
respect to the Offer and the Merger and the transactions contemplated hereby.
Parent and Target will use their respective reasonable, good faith efforts to
obtain promptly all other permits, authorizations, consents and approvals from
third parties and governmental authorities necessary to consummate the Offer and
the Merger and the transactions contemplated hereby.

     5.7  Public Disclosures.    Parent and Target will consult with each other
          ------------------
before issuing any press release or otherwise making any public statement with
respect to the transactions contemplated by this Agreement, and shall not issue
any such press release or make any such public statement prior to such
consultation except as may be required by applicable law or requirements of the
Nasdaq Stock Market.

     5.8  Notice of Subsequent Events.    Each party hereto shall notify the
          ---------------------------
other parties of any changes, additions or events which would cause any material
change in or material addition to any representation or warranty, including the
Disclosure Schedule delivered by the notifying party under this Agreement,
promptly after the occurrence of the same; provided, however, that such
notification shall not be deemed to modify, amend or supplement the
representations and warranties of such party, unless the other party consents in
writing.

     5.9   Nonsolicitation; Target Takeover Proposals.
           ------------------------------------------

     (a) Except as permitted in Section 5.9(b), Target shall not, nor shall it
permit any Target subsidiary to, nor shall it authorize or knowingly permit any
officer, director or employee of, or any investment banker, attorney or other
advisor or representative of, Target or any Target subsidiary to directly or
indirectly (i) solicit, initiate or encourage the submission of, any Target
Takeover Proposal (as defined in Section 5.9(f)), (ii) participate in any
discussions or negotiations regarding, or furnish to any person any information
with respect to, or take any other action to facilitate any inquiries or the
making of any proposal that constitutes, or may reasonably be expected to lead
to, any Target Takeover Proposal.

     (b) If at any time prior to the consummation of the Offer Target receives a
proposal, offer or indication of interest that was not solicited by Target and
that did not otherwise result from a breach or deemed breach of Section 5.9(a)
and Target's Board determines in good faith that failure to take the actions
described in Section 5.9(a) would constitute a breach of its fiduciary duties to
Target's stockholders under applicable law, then Target, in response to a Target
Takeover Proposal, may (i) furnish non-public information with respect to Target
to the person making such a proposal or offer pursuant to a customary
confidentiality agreement, and (ii) participate in discussions or negotiations
with such person regarding such proposal or offer.

     (c) Without limiting the foregoing, it is agreed that any violation of the
restrictions set forth in the preceding sentence by any executive officer of
Target or any Target subsidiary or any affiliate,

                                       18


director or investment banker, attorney or other advisor or representative of
Target or any Target subsidiary, shall be deemed to be a breach of Section
5.9(a) by Target.

     (d) Unless the Target's Board or any committee thereof determines in good
faith, after consultation with and upon the advice of outside counsel that the
failure to do so would constitute a breach of its fiduciary duties to Target's
stockholders under applicable law, neither Target's Board nor any committee
thereof, as the case may be, shall (i) withdraw or modify, or publicly propose
to withdraw or modify, in a manner adverse to Parent or Subsidiary, its approval
or recommendation of the Offer or the Merger, (ii) approve or enter into any
letter of intent, agreement in principle, acquisition agreement or similar
agreement, or (iii) approve or recommend, or propose to approve or recommend,
any Target Takeover Proposal that is not a Target Superior Proposal.
Notwithstanding the foregoing, if Target has received a Target Superior
Proposal, Target's Board may terminate this Agreement, but only at a time that
is more than 48 hours following Parent's receipt from Target of written notice
advising Parent that Target's Board is prepared to accept such Target Superior
Proposal, specifying the material terms and conditions of such Target Superior
Proposal.

     (e) Nothing contained in this Section 5.9 shall prohibit Target from at any
time taking and disclosing to its stockholders a position contemplated by Rule
14e-2(a) promulgated under the Exchange Act or from making any required
disclosure to Target's stockholders if, in the good faith judgment of Target's
Board or any committee thereof, based on the opinion of outside counsel, failure
to so disclose would be inconsistent with its obligations under applicable law.

     (f) Except for those individuals or entities who executed confidentiality
agreements and were provided information by Morgan Keegan, Target represents and
warrants to Parent that, within the four months preceding the date of this
Agreement, Target has not provided written non-public information (whether or
not pursuant to a confidentiality agreement) to any person in consideration of
a potential Target Takeover Proposal or to otherwise facilitate the making of a
Target Takeover Proposal.

     (g) For purposes of this Agreement:

         "Target Superior Proposal" means any proposal made by a third party to
acquire, directly or indirectly, including pursuant to a tender offer, exchange
offer, merger, consolidation, business combination, recapitalization,
liquidation, dissolution or similar transaction, for consideration consisting of
cash and/or securities, more than 50% of the combined voting power of the shares
of Target's capital stock then outstanding or all or substantially all the
assets of Target, and  Target's Board determines in its good faith judgment
(after consulting with its financial advisor that such proposal, if accepted, is
reasonably likely to be consummated, taking into account all legal, financial,
regulatory and other aspects of the proposal and the third party making such
proposal, and would, if consummated result in a more favorable transaction than
the transaction contemplated by this Agreement, taking into account, to the
extent relevant, the long-term prospects and interests of Target and its
stockholders.

         "Target Takeover Proposal" means any proposal (as such proposal may be
amended, modified, or supplemented from time to time) with respect to a merger,
consolidation, dissolution, liquidation, recapitalization or other business
combination involving Target or any Target subsidiary, any proposal or offer for
the issuance by Target or any subsidiary of a material amount of its equity

                                       19


securities or any proposal or offer to acquire in any manner, directly or
indirectly, a material interest in any voting securities of, or a substantial
portion of the assets of, Target or any Target subsidiary, other than the Offer
and the Merger or any similar transaction with Parent or its affiliates.

     5.10  Other Actions.  Subject to the provisions of Section 5.9 hereof,
           -------------
none of Target, Parent, or their subsidiaries shall knowingly or intentionally
take any action, or omit to take any action, if such action or omission would,
or reasonably might be expected to, result in any of its representations and
warranties set forth herein being or becoming untrue, or in any of the
conditions to the Offer and the Merger set forth in this Agreement not being
satisfied, or (unless such action is required by applicable law or permitted by
this Agreement) which would materially adversely affect the ability of Target or
Parent or their subsidiaries to obtain any consents or approvals required for
the consummation of the Offer and the Merger without imposition of a condition
or restriction which would have a Material Adverse Effect on Parent or the
Surviving Corporation or which would otherwise materially impair the ability of
Target or Parent to consummate the Offer and the Merger in accordance with the
terms of this Agreement or materially delay such consummation.

     5.11  Cooperation.
           -----------

     (a) Subject to the terms and conditions of this Agreement, Parent,
Subsidiary and Target shall cooperate with each other and use their respective
commercially reasonable efforts to cause the conditions to the Offer in Annex A
and conditions to the Merger to be met as soon as reasonably practicable.

     (b) Target shall give Parent the opportunity to participate in the defense
or settlement of any litigation against Target or its directors directly
relating to any of the transactions contemplated by this Agreement until the
purchase of Shares pursuant to the Offer, and thereafter shall give Parent the
opportunity to direct the defense of such litigation and, if Parent so chooses
to direct such litigation, Parent shall give Target and its directors an
opportunity to participate in such litigation; provided, however, that no such
                                               --------  -------
settlement shall be agreed to without Parent's consent, which consent shall not
be unreasonably withheld; and provided further that no settlement requiring a
                              -------- -------
payment by a director shall be agreed to without such director's consent.

     5.12.  Financing.  Parent and Subsidiary shall each use their best efforts
            ---------
to obtain the refinancing for Target's existing credit facility at or prior to
closing the Offer pursuant to that certain Commitment Letter dated May 25, 2000
(the "Commitment Letter") from Bank of America, N.A. to Target, and hereby agree
to pay all fees and expenses related thereto at or prior to closing the Offer.

     5.13.  Indemnification and Insurance.
            -----------------------------

     (a) Parent and Subsidiary agree that all rights to exculpation and
indemnification for acts or omissions occurring prior to the Effective Time now
existing in favor of the current or former directors or officers of Target as
provided in its Certificate of Incorporation or bylaws, in each case as in
effect as of the date hereof, shall survive the Merger and shall continue in
full force and effect in accordance with their terms without amendment thereof
for a period of three years commencing as of the Effective Time.

                                       20


     (b)  For three years from the Effective Time, Parent shall cause the
Surviving Corporation to maintain in effect the policies of directors' and
officers' liability insurance maintained by Target as of the date hereof (or
policies providing at least the same coverage amounts and containing terms that
are no less advantageous to the insured parties), and upon the resignation of
any director who becomes an Approving Director (as defined below), Target shall
use its best efforts to purchase and maintain, and Parent shall cause the
Surviving Corporation to use its best efforts to maintain, liability insurance
policies for the benefit of the Approving Directors providing at least the same
coverage amounts and containing terms that are no less advantageous to the
Approving Directors with respect to claims arising from facts or events that
occurred or are alleged to have occurred at or prior to the Effective Time;
provided, however, that in no event shall the Surviving Corporation be required
to expend annual premiums in excess of 150% of the annual premiums currently
paid by Target for such insurance, and, provided further, that if the premiums
of such insurance coverage exceed such amount, the Surviving Corporation shall
be obligated to obtain a policy with the greatest coverage available for a cost
not exceeding such amount.

     (c)  Parent shall use its best efforts to cause any person or entity that
purchases all or substantially all of the assets of Target within three
years after the Effective Time to become bound by the covenants contained
in Section 5.13(b).

                                   SECTION 6
                       TERMINATION, AMENDMENT AND WAIVER

     6.1  Termination.  This Agreement may be terminated at any time prior
          -----------
to the Effective Time, whether before or after receipt of Target Stockholder
Approval:

     (a)  by mutual written consent of Parent, Subsidiary and Target;

     (b)  by either Parent or Target:

          (i)   if (A) the Offer shall be terminated or expire in accordance
                with its terms, including any required extensions thereto as set
                forth in Section 1.1 or applicable law, without the purchase of
                any Shares pursuant thereto, or (B) Subsidiary shall not have
                accepted for payment any Shares pursuant to the Offer by 60
                calendar days after the commencement of the Offer, unless the
                failure to consummate is the result of a material breach of this
                Agreement by the party seeking to terminate this Agreement;

          (ii)  if any Governmental or Regulatory Authority issues an order,
                decree or ruling or takes any other action permanently
                enjoining, restraining or otherwise prohibiting the Offer or the
                Merger and such order, decree, ruling or other action shall have
                become final and nonappealable; or

          (iii) if, upon a vote at a duly held meeting to obtain the Target
                Stockholder Approval, the Target Stockholder Approval is not
                obtained.

                                       21


     (c) by Parent and Subsidiary, if Target breaches or fails to perform any of
its representations, warrants or covenants contained in this Agreement, which
breach or failure to perform (i) would give rise to the failure of a condition
to the Offer in Annex A or a condition to the Merger, and (ii) cannot be or has
not been cured after the giving of written notice  to Target of such breach and
in any event prior to the expiration date of the Offer (provided that Parent and
Subsidiary are not then in material breach of any representation, warranty or
covenant contained in this Agreement);

     (d)  by Parent and Subsidiary:

          (i)   if prior to the closing of the Offer Target's Board or any
                committee thereof withdraws or modifies in a manner adverse to
                Parent and Subsidiary its approval or recommendation of the
                Offer or this Agreement, or fails to recommend to Target's
                Stockholders that they give the Target Stockholder Approval; or

          (ii)  if prior to the closing of the Offer Target or any of its
                officers, directors, employees or any other representative or
                agent takes any of the actions proscribed by Section 5.9; or

          (iii) if Target amends the Target Rights Plan in a manner adverse to
                Parent or Subsidiary, redeems the Rights or takes any action
                with respect to, or makes any determination under, the Target
                Rights Plan adverse to Parent or Subsidiary without Parent's
                prior written consent, which consent Parent shall be under no
                obligation to grant;

     (e) by Target, if Parent or Subsidiary breaches or fails to perform any of
its representations, warranties or covenants contained in this Agreement, which
breach or failure to perform (i) would give rise to the failure of a condition
to the Offer in Annex A or a condition to the Merger, and (ii) cannot be or has
not been cured after the giving of written notice to Parent of such breach and
in any event prior to the expiration date of the Offer (provided that Target is
not then in material breach of any representation, warranty or covenant in this
Agreement);

     (f) by Target prior to the purchase of Shares by Subsidiary pursuant to the
Offer, in accordance with Section 5.9(d); provided, however, that Target shall
                                          --------  -------
have complied with all provisions thereof, including the notice provisions
therein and shall have immediately prior to such termination paid to Parent the
fees, then due to Parent from Target pursuant to Section 6.3.

     6.2  Effect of Termination.    In the event of termination of this
          ---------------------
Agreement as provided in Section 6.1, this Agreement shall forthwith become void
and have no effect, without any liability or obligation on the part of any
party, other than the provisions of Sections 5.1(b), 6.2 and 6.3, and except to
the extent that such termination results from the willful and material breach by
a party of any of its representations, warranties, covenants or other agreements
set forth in this Agreement.

     6.3  Expenses; Termination Fee.
          -------------------------

                                       22


     (a) All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such
expense, except as provided in paragraphs (b) and (c).

     (b) Target shall pay Parent  $844,500 if:

         (i)   Parent and Subsidiary terminate this Agreement pursuant to
               Section 6.1(d); or

         (ii)  Target's Board or any committee thereof withdraws or modifies in
               a manner adverse to Parent or Subsidiary its approval or
               recommendation of the Offer, the Merger and this Agreement or
               fails to recommend to Target's stockholders that they accept the
               Offer and thereafter this Agreement is terminated for any reason
               other than a knowing and intentional material breach by Parent or
               Subsidiary of this Agreement; or

         (iii) Target amends the Target Rights Plan in a manner adverse to
               Parent or Subsidiary, redeems the Rights or takes any action with
               respect to, or makes any determination under, the Target Rights
               Plan adverse to Parent or Subsidiary without Parent's prior
               written consent, which consent Parent shall be under no
               obligation to grant, and thereafter this Agreement is terminated
               for any reason other than a knowing and intentional material
               breach by Parent or Subsidiary of this Agreement; or

         (iv)  Target terminates this Agreement pursuant to Section 6.1(f)
               (relating to a Target Superior Proposal); or

         (v)   any person makes a Target Takeover Proposal after execution
               hereof and prior to the closing of the Offer (including a revised
               Target Takeover Proposal by Robert Low or his affiliates or
               associates or related persons), this Agreement is thereafter
               terminated for any reason other than a knowing and intentional
               material breach by Parent or Subsidiary of this Agreement, and
               within 12 months after this Agreement is terminated, Target
               enters into a definitive agreement to consummate, or consummates,
               a Target Takeover Proposal.

     Any fee due under this Section 6.3(b) shall be paid by certified check or
wire transfer of same-day funds (A) on the date of termination of this Agreement
in the case of clauses (i), (ii) or (v) above, (B) as specified in Section
6.1(f) in the case of clause (iv) above, or (C) upon taking the action described
in clause (iii) above.

     (c) Target shall pay all reasonable legal fees and expenses that Parent and
Subsidiary may incur as a result of any contest by Target or others of the
validity or enforceability of or any liability under this Section 6.3, or any
suit by Parent to enforce the provisions of this Section 6.3, unless it be
determined by a court of competent jurisdiction that no amounts are due to
Parent hereunder.

     6.4  Amendment.  This Agreement may be amended by the parties at any time
          ---------
before or after any required approval of matters presented in connection with
the Merger by the holders of shares of

                                       23


Target Common Stock; provided, however, that after any such approval, there
shall be made no amendment that requires further approval by such stockholders
without the further approval of such stockholders. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties.

     6.5  Extension; Waiver.  At any time prior to the Effective Time of the
          -----------------
Merger, the parties may (a) extend the time for the performance of any of the
obligations or other acts of the other parties, (b) waive any inaccuracies in
the representations and warranties contained in this Agreement or in any
document delivered pursuant to this Agreement or (c) subject to the proviso of
Section 6.4, waive compliance with any of the agreements or conditions contained
in this Agreement.  Any agreement on the part of a party to any such extension
or waiver shall be valid only if set forth in an instrument in writing signed on
behalf of such party.  The failure of any party to this Agreement to assert any
of its rights under this Agreement or otherwise shall not constitute a waiver of
such rights.

     6.6  Procedure for Termination, Amendment, Extension or Waiver.    A
          ---------------------------------------------------------
termination of this Agreement pursuant to Section 6.1, an amendment of this
Agreement pursuant to Section 6.4, or an extension or waiver pursuant to Section
6.5 shall, in order to be effective, require (a) in the case of Parent or
Subsidiary , action by its Board of Directors or the duly authorized designee of
the Board of Directors (b) in the case of Target, (i) if prior to the
replacement of Target's Board of Directors as provided in Section 1.5, action by
its Board of Directors or the duly authorized designee of the Board of
Directors, and (ii) after such replacement of Target's Board of Directors, by a
majority of the Approving Directors.  The "Approving Directors" shall be Leland
Speed, David Metzler and Walter Neely.

                                   SECTION 7
                           CONDITIONS TO THE MERGER

     The respective obligations of the parties to effect the Merger shall be
subject to the satisfaction, at or prior to the Effective Time of the following
conditions (any of which may be waived in writing by Parent and Target):

     (a) None of Parent, Subsidiary or Target nor any of their respective
subsidiaries shall be subject to any order, decree or injunction by a court of
competent jurisdiction which (i) prevents the consummation of the Merger or (ii)
would impose any material limitation on the ability of Parent effectively to
exercise full rights of ownership of the common stock of the Surviving
Corporation or any material portion of the assets or business of Target or its
subsidiary.

     (b) No statute, rule or regulation shall have been enacted by any
Governmental or Regulatory Authority that makes the consummation of the Merger
illegal, and all governmental consents, orders and approvals legally required
for the consummation of the Merger shall have been obtained and be in effect
other than those governmental consents, orders and approvals which if not
obtained or in effect would not have, individually or in the aggregate, a
Material Adverse Effect on Target.

     (c) The holders of Target Common Stock shall have approved the adoption of
this Agreement and the Merger under applicable law, if required under applicable
law.

                                       24


     (d) Subsidiary shall have purchased all Shares validly tendered pursuant to
the Offer; provided, however, that neither Parent nor Subsidiary may invoke this
condition if Subsidiary shall have failed to purchase Shares pursuant to the
Offer in breach of its obligations under this Agreement or the Offer.

                                   SECTION 8
                                 MISCELLANEOUS

     8.1  Nonsurvival of Representations and Warranties.    None of the
          ---------------------------------------------
representations and warranties in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the closing of the Offer.

     8.2  Notices.  Any communications required or desired to be given
          -------
hereunder shall be deemed to have been properly given if sent by hand delivery
or by facsimile and overnight courier to the parties hereto at the following
                ---
addresses, or at such other address as either party may advise the other in
writing from time to time:

     If to Parent or Subsidiary:

          High Road Acquisition Corp.
          134 Riverview Drive
          Richland, MS  39218
          Attention:  Jack Liles
          Facsimile:  (601) 936-5441

     with a copy to:

          Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
          201 St. Charles Avenue, Ste. 5100
          New Orleans, Louisiana  70170-5100
          Attention:  Dionne M. Rousseau, Esq.
          Facsimile:  (504) 582-8012

          Adams and Reese, L.L.P.
          111 E. Capitol Street
          Suite 350
          Jackson, MS  39201
          Attention:  Charles P. Adams, Jr., Esq.
          Facsimile:  (601) 355-9708

                                       25


     If to Target:

          Special Committee
          of the Board of Directors of
          KLLM Transport Services, Inc.
          c/o Alston & Bird LLP
          One Atlantic Center
          1201 West Peachtree Street
          Atlanta, Georgia 30309-3424
          Attention:  Sidney J. Nurkin, Esq.
          Facsimile:  (404) 881-4777

     All such communications shall be deemed to have been delivered on the date
of hand delivery or on the next business day following the deposit of such
communications with the overnight courier.

     8.3  Further Assurances.  Each party hereby agrees to perform any further
          ------------------
acts and to execute and deliver any documents which may be reasonably necessary
to carry out the provisions of this Agreement.

     8.4  Governing Law.  This Agreement shall be interpreted, construed and
          -------------
enforced in accordance with the laws of the State of Delaware, applied without
giving effect to any conflicts-of-law principles.

     8.5  Definitions.
          -----------

     "Including."  The word "including", when following any general statement,
      ---------
term or matter, shall not be construed to limit such statement, term or matter
to the specific terms or matters as provided immediately following the word
"including" or to similar items or matters, whether or not non-limiting language
(such as "without limitation", "but not limited to", or words of similar import)
is used with reference to the word "including" or the similar items or matters,
but rather shall be deemed to refer to all other items or matters that could
reasonably fall within the broadest possible scope of the general statement,
term or matter.

     "Material Adverse Change" or "Material Adverse Effect."  "Material Adverse
      ----------------------------------------------------
Change" or "Material Adverse Effect" means, when used in connection with Target
or Parent, any change, effect, event or occurrence that has, or is reasonably
likely to have, individually or in the aggregate, a material adverse impact on
the condition (financial or otherwise), business, total assets, total
liabilities, results of operations, cash flow, or prospects of such party and
its subsidiaries taken as a whole or to the ability of such party to perform its
obligations hereunder or to consummate the transactions contemplated hereby,
including the Offer and the Merger; provided that "Material Adverse Change" and
"Material Adverse Effect" shall not be deemed to include the impact of (a)
actions and omissions of such person (or any of its Subsidiaries) taken with the
prior informed written consent of each of the other parties to this Agreement in
contemplation of the transactions contemplated hereby, (b) the effects of
compliance with this Agreement on the operating performance of such person,
including expenses incurred by such

                                       26


person in connection with consummation of the transactions contemplated by this
Agreement, (c) changes, events or occurrences in the United States securities
markets which are not specific to such person, (d) changes, events or
occurrences in the world economy which are not specific to such person with
respect to Target, and (e) any adverse change in the price of the Target Common
Stock, as quoted on the Nasdaq Stock Market.

     8.6  Captions.    The captions or headings in this Agreement are made for
          --------
convenience and general reference only and shall not be construed to describe,
define or limit the scope or intent of the provisions of this Agreement.

     8.7  Integration of Exhibits and Schedules.  All Exhibits and the
          -------------------------------------
Disclosure Schedule attached to this Agreement are integral parts of this
Agreement as if fully set forth herein, and all statements appearing therein
shall be deemed disclosed for all purposes and not only in connection with the
specific representation in which they are explicitly referenced.

     8.8  Entire Agreement.    This instrument, including the Disclosure
          ----------------
Schedule and all Exhibits attached hereto, the Commitment Letter and Amendment
No. 1 to Target's Rights Plan, contain the entire agreement of the parties and
supersede any and all prior or contemporaneous agreements between the parties,
written or oral, with respect to the transactions contemplated hereby.

     8.9  Counterparts.  This Agreement may be executed in several
          ------------
counterparts, each of which, when so executed, shall be deemed to be an
original, and such counterparts shall, together, constitute and be one and the
same instrument.

     8.10  Binding Effect.  This Agreement shall be binding on, and shall
           --------------
inure to the benefit of, the parties hereto, and their respective successors and
assigns, and no other person shall acquire or have any right under or by virtue
of this Agreement.  No party may assign any right or obligation hereunder
without the prior written consent of the other parties.

     8.11  No Rule of Construction.  The parties acknowledge that this
           -----------------------
Agreement was initially prepared by Parent, and that all parties have read and
negotiated the language used in this Agreement.  The parties agree that, because
all parties participated in negotiating and drafting this Agreement, no rule of
construction shall apply to this Agreement which construes ambiguous language in
favor of or against any party by reason of that party's role in drafting this
Agreement.

                                       27


     IN WITNESS WHEREOF, Parent, Subsidiary and Target have caused this Plan and
Agreement of Merger to be executed by their respective duly authorized officers,
all as of the day and year first above written.

                                    KLLM TRANSPORT SERVICES, INC.


                                    By:  /s/ James Leon Young
                                    Name:  James Leon Young
                                    Title: Secretary-Director



                                    HIGH ROAD ACQUISITION CORP.


                                    By:  /s/ William J. Liles, III
                                    Name:  William J. Liles, III
                                    Title: President



                                    HIGH ROAD ACQUISITION
                                    SUBSIDIARY CORP.


                                    By:  /s/ William J. Liles, III
                                    Name:  William J. Liles, III
                                    Title: President


                                       28


                                    ANNEX A

                            Conditions of the Offer
                            -----------------------

     The capitalized terms used in this Annex A have the meanings assigned to
them in the Plan and Agreement of Merger to which this Annex A is attached
except that the term Merger Agreement shall refer to the attached Plan and
Agreement of Merger together with this Annex A.

     Notwithstanding any other provision of the Offer, Subsidiary shall not be
required to accept for payment or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) under the Exchange Act
(relating to Subsidiary's obligation to pay for or return tendered Shares
promptly after termination or withdrawal of the Offer) pay for any tendered
Shares, and may terminate or amend the Offer (subject to the provisions of
Section 1.1 of the Merger Agreement) as to any Shares not then paid for and may
postpone the acceptance for payment and, subject to the restriction referred to
above, payment for tendered Shares, if (i) there are not validly tendered prior
to the Expiration Date and not withdrawn a number of Shares such that on the
date of purchase Subsidiary and its affiliates will beneficially own (within the
meaning of Rule 13d-3 under the Exchange Act) and have the right to vote in the
aggregate (including Shares theretofore owned by Subsidiary and/or its
affiliates) at least a majority of the outstanding Shares on a fully diluted
basis (the "Minimum Condition") or (ii) at any time on or after the date of the
Merger Agreement and before the time of payment for such Shares (whether or not
Shares have been accepted for payment or paid for pursuant to the Offer), any of
the following events shall occur:

     (a) there shall be instituted or pending by any Governmental or Regulatory
Authority, or there shall have been instituted or pending by any other person,
any action or proceeding by or before any Governmental or Regulatory Authority
seeking to (i) restrain or prohibit the consummation of the Offer or the Merger,
(ii) make the purchase of or payment for some or all of the Shares pursuant to
the Offer or the Merger illegal, (iii) impose any material limitation on the
ability of Parent or Subsidiary (or any of their affiliates) effectively to
acquire or hold, or requiring Parent, Subsidiary or Target or any of their
respective affiliates or subsidiaries to dispose of or hold separate, any of the
assets or the business of Parent, Subsidiary or Target and their affiliates or
subsidiaries, (iv) impose any material limitation on the ability of Parent or
Subsidiary (or their affiliates) to acquire or hold or exercise full rights of
ownership of the Shares purchased by it, including the right to vote the Shares
on all matters properly presented to the stockholders of Target, (v) prohibit
Parent or any of its subsidiaries from effectively controlling or operating in
any material respect the business or operations of the Target or its
subsidiaries, (vi) which is otherwise reasonably likely to have a Material
Adverse Effect on Parent or Target, that, in the reasonable judgement of
Subsidiary, has a reasonable probability of success or (vii) obtain material
damages that has a reasonable probability of success; or

     (b) there shall have been promulgated, enacted, entered or enforced any Law
or Order applicable to the Offer or the Merger, or any other action shall be
taken by any Governmental or Regulatory Authority that is reasonably likely, in
the reasonable judgment of Subsidiary, directly or indirectly, to result in any
of the consequences referred to in subsection (a) above, or any governmental
consents, orders, and approvals required for the consummation of the Offer or
the Merger shall not have been obtained other than those governmental consents,
orders or approvals



which if not obtained would not, individually or in the aggregate, have a
Material Adverse Effect on Target; or

     (c) the Agreement shall have been terminated in accordance with its terms;
or

     (d) any waiting period under the HSR Act applicable to the purchase of
Shares pursuant to the Offer shall not have expired or been terminated; or

     (e) any of the representations or warranties made by Target in the
Agreement shall not have been true and correct in all material respects when
made, or shall thereafter have ceased to be true and correct in all material
respects on the Expiration Date (other than representations and warranties that
address matters only as of a particular date or only with respect to a specific
period of time which need only be true and accurate in all material respects as
of such date or with respect to such period) and the untruth or inaccuracy shall
not have been cured after written notice thereof is given by Subsidiary and
prior to the expiration of the Offer, or Target shall not have performed in any
material respect with any material obligation or agreement and complied in any
material respect with any material covenant to be performed and complied with by
it under the Agreement, and Target fails to cure such breach after written
notice thereof is given by Subsidiary and prior to the expiration of the Offer;
or

     (f) a Material Adverse Change shall have occurred with respect to Target,
which has not been cured prior to the expiration of the Offer; or

     (g) Target's Board shall have withdrawn or modified, in any manner adverse
to Parent and Subsidiary, the approval or recommendation by the Board of the
Agreement, the Offer or the Merger or approved or recommended any Target
Takeover Proposal or shall have resolved to do any of the foregoing.

     The foregoing conditions are for the sole benefit of Parent and Subsidiary
and may be asserted by Parent or Subsidiary regardless of the circumstances
giving rise to any such condition and may be waived by Parent or Subsidiary in
whole or in part at any time and from time to time in their sole discretion,
except as otherwise provided in the Agreement with respect to the Minimum
Condition and compliance with the HSR Act.  Parent's or Subsidiary's failure at
any time to exercise any of the foregoing rights shall not be deemed a waiver of
any such right, the waiver of any such right with respect to particular facts
and circumstances shall not be deemed a waiver with respect to any other facts
and circumstances and each such right shall be deemed an ongoing right which may
be asserted at any time and from time to time.

                                      A-2


                          CERTIFICATE OF SECRETARIES

                      (under Section 251(c) of the DGCL)


     I hereby certify that I am the duly elected Secretary of KLLM Transport
Services, Inc., a Delaware corporation ("KLLM"), presently serving in such
capacity, and that the foregoing Agreement has been, in the manner required by
law, duly adopted, without alteration or amendment, by a majority of the
outstanding total voting power of the holders of KLLM's capital stock.


Dated:  May __, 2000.





                                                   _________________, Secretary


     I hereby certify that I am the duly elected Secretary of High Road
Acquisition Subsidiary Corp., a Delaware corporation ("Sub"), presently serving
in such capacity, and that the foregoing Agreement has been, in the manner
required by law, duly adopted, without alteration or amendment, by the sole
stockholder of Sub.


Dated:  May __, 2000.





                                                   _________________, Secretary

EX-99.E2

                                                                  Exhibit (e)(2)

                           [MORGAN KEEGAN LETTERHEAD]

                                  May 1, 2000

William J. Liles III
135 Riverview Drive
Richland, Mississippi 39218

     Re:  Confidentiality Agreement

Dear Mr. Low:

          Morgan Keegan & Company, Inc. ("Morgan Keegan") is representing the
Special Committee of the Board of Directors of KLLM Transport Services, Inc.
(the "Company") in connection with the proposed sale of the Company. You may
request confidential information from Morgan Keegan or the Company concerning
the Company, and this information will be used solely in connection with your
evaluation of a possible transaction (the "Transaction") with the Company.
Except as set forth in the penultimate paragraph of this letter, any such
information is referred to herein as "Information." By accepting such
Information, you agree that such Information will be kept strictly confidential
except as permitted herein. You agree to use such Information solely for the
purposes stated herein. Notwithstanding the above, if in the opinion of your
counsel, disclosure of the Information is advisable in order to comply with law,
such Information may be so disclosed.

          You agree to provide Information only to your agents or professional
advisors (such as attorneys, accountants and bankers), your "affiliates" (as
defined in the Securities Act of 1933, as amended), potential financing sources
or co-investors for the exclusive purpose of evaluating the Transaction, all of
whom shall be informed by you of this agreement and shall agree to be bound by
the terms of this agreement. You shall be responsible for any unauthorized use
or disclosure of Information by any such third parties.

          You agree upon the request of either the Company or Morgan Keegan to
return to Morgan Keegan or the Company all Information sent to you by Morgan
Keegan or the Company at your request without retaining any copies or extracts,
and that you will destroy all memoranda, notes or other documents prepared by
you or on your behalf based upon such Information; provided, however, that your
legal counsel may retain one copy of such Information solely for purposes of
evidencing such Information in the event of litigation or threatened litigation
relating to such Information.

          You agree that the Company may be irreparably injured by a breach of
this agreement by you or your representatives, that monetary remedies may be
inadequate to protect the Company against any actual or threatened breach of
this agreement by you or by your representatives, and that the Company shall be
entitled to specific performance or other equitable relief as a remedy for any
breach. Such remedy shall not be deemed to be the exclusive remedy for a breach
of this agreement but shall be in addition to all other remedies available at
law or equity. The prevailing party shall pay the other party's costs and
expenses in any action to enforce the terms of this letter. This letter shall be
governed by the laws of the State in which the Company is headquartered. This
agreement may be executed and delivered in counterpart copies and by facsimile.


          The foregoing restrictions with respect to the Information shall not
apply to any Information which (i) becomes generally available to the public
other than as a result of a breach of any confidentiality obligation, (ii) was
available to you on a non-confidential basis prior to disclosure to you by the
Company or Morgan Keegan, (iii) is independently developed by you, (iv) becomes
lawfully available to you on a non-confidential basis from a source other than
the Company or Morgan Keegan, provided that such source is not known by you to
be subject to a confidentiality obligation in favor of us or the Company, or (v)
has been expressly approved in writing by the Company for your use or
disclosure.  Nothing contained in this agreement shall be construed to limit
your use or disclosure of Information in connection with fulfilling your
position as Chairman, President and Chief Executive Officer of the Company.

          If the foregoing is acceptable, please execute this Agreement in the
space provided below and return one copy of this letter to Morgan Keegan.


Sincerely,

MORGAN KEEGAN & COMPANY, INC.


By:  /s/ John H. Grayson
     --------------------
Title:  Managing Director



Accepted and agreed to as of the date written below:


By:  /s/ William J. Liles, III
     -------------------------
     William J. Liles, III

Date:  5/1/00

                                      -2-

EX-99.E5

                                                                  Exhibit (e)(5)


AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT


     THIS AMENDMENT NO. 1 to the Stockholder Protection Rights Agreement, dated
as of February 13, 1997 (the "Rights Agreement"), between KLLM Transport
Services, Inc. (the "Company") and Harris Trust and Savings Bank, as Rights
Agent (the "Rights Agent") is dated and effective as of May 25, 2000.

                              W I T N E S S E T H:

     WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement, and pursuant to Section 5.4 of the Rights
Agreement, the Company and the Rights Agent may amend or supplement the Rights
Agreement in any respect prior to the close of business on the Flip-in Date (as
defined in the Rights Agreement);

     WHEREAS, a Flip-in Date has not occurred; and

     WHEREAS, all acts and things necessary to make this Amendment No. 1 a valid
agreement according to its terms have been done and performed, and the execution
and delivery of this Agreement by the Company and the Rights Agent have been in
all respects authorized by the Company and the Rights Agent.

     NOW, THEREFORE, in consideration of the foregoing premises and mutual
agreements set forth in the Rights Agreement and this amendment, the parties
hereby agree as follows:

     1.  The Rights Agreement is hereby modified and amended by adding a
sentence to the end of the definition of "Acquiring Person" in Section 1.1 to
read as follows:

     Notwithstanding anything to the contrary, the term "Acquiring Person" shall
     not include High Road Acquisition Corp., a Delaware corporation, or its
     Subsidiaries, Affiliates, Associates or stockholders (hereinafter,
     collectively, "High Road") as a result of the approval, execution,
     delivery, performance, exercise of rights pursuant to, amendment or
     consummation of any transaction contemplated by the Plan and Agreement of
     Merger dated as of the date of this Amendment No. 1 by and among the
     Company, High Road Acquisition Corp. and High Road Acquisition Subsidiary
     Corp., as it may be amended from time to time (the "Merger Agreement").

     2.  The Rights Agreement is hereby further modified and amended by adding
an additional paragraph in Section 1.1 at the end of the paragraph defining the
terms "Beneficial Owner," to have "Beneficial Ownership" of, and to
"Beneficially Own" reading as follows:



     Notwithstanding anything in the definition of "Beneficial Owner," to have
     "Beneficial Ownership" of, or to "Beneficially Own," to the contrary, High
     Road shall not be deemed to be the Beneficial Owner of, nor to have
     Beneficial Ownership of, or to Beneficially Own, any of the Common Stock of
     the Company by reason of the approval, execution, delivery, performance,
     exercise of rights pursuant to, amendment or consummation of any
     transaction contemplated by the Merger Agreement.

     3.  The Rights Agreement is hereby further modified and amended by deleting
the definition of "Expiration Time" set forth in Section 1.1 of the Rights
Agreement and substituting therefor the following:

     "Expiration Time" shall mean the earliest of (i) the Exchange Time, (ii)
     the Redemption Time, (iii) the close of business on the tenth-year
     anniversary of the Record Time, (iv) upon the merger of the Company into
     another corporation pursuant to an agreement entered into prior to a Flip-
     in Date, and (v) immediately prior to the acceptance for purchase of Common
     Stock by High Road pursuant to the tender offer described in the Merger
     Agreement.

     4.  The Rights Agreement is hereby further modified and amended by deleting
the definition of "Separation Time" set forth in Section 1.1 of the Rights
Agreement and substituting therefor the following:

     "Separation Time" shall mean the close of business on the earlier of (i)
     the tenth business day (or such later date as the Board of Directors of the
     Company may from time to time fix by resolution adopted prior to the
     Separation Time that would otherwise have occurred) after the date of
     commencement by any Person (other than High Road) of a tender or exchange
     offer the consummation of which would result in such Persons becoming an
     Acquiring Person and (ii) the Flip-in Date; provided that if the foregoing
                                                 --------
     results in the Separation Time being prior to the Record Time, the
     Separation Time shall be the Record Time and provided further, that if any
                                                  -------- -------
     tender or exchange offer referred to in clause (i) of this paragraph is
     canceled, terminated or otherwise withdrawn prior to the Separation Time
     without the purchase of any shares of Common Stock pursuant thereto, such
     offer shall be deemed for purposes of this paragraph, never to have been
     made.  Notwithstanding anything herein to the contrary, a Separation Time
     shall not be deemed to have occurred prior to the termination of the Merger
     Agreement unless the Board of Directors of the Company receives the prior
     written consent of High Road Acquisition Corp., and if the tender offer
     described in the Merger Agreement is consummated, the Separation Time shall
     be deemed never to have occurred.

     5.  The Rights Agreement is hereby further amended by adding the following
new Section 5.19 at the end:

     5.19  High Road Transaction.  Notwithstanding anything in this Agreement to
           ---------------------
     the contrary, neither (a) the approval, execution, delivery, performance,
     exercise of rights pursuant to, amendment or consummation of any
     transaction contemplated by the  Merger Agreement or (b) the public
     announcement or making of a tender offer by High Road for Common Stock of
     the Company, or the acceptance for purchase or purchase of such stock,
     pursuant to the Merger Agreement shall cause (i) High Road to become an
     Acquiring Person, (ii) a Stock Acquisition Date, Flip-in Date or Flip-over
     Transaction or Event to occur, or (iii) the Separation Time to occur.

                                      -2-



     6.  This Amendment No. 1 to the Rights Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware.

     7.  This Amendment No. 1 to the Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed an original, and all such counterparts shall together constitute but one
and the same instrument.

     8.  Except as expressly set forth herein, this Amendment No. 1 to the
Rights Agreement shall not by implication or otherwise alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Rights Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
the Rights Agreement to be duly executed on and as of the day and year first
above written.


Attest:                         KLLM TRANSPORT SERVICES, INC.


By:                             By:  /s/ James Leon Young
    -----------------------          -----------------------------
    Name:                            Name:  James Leon Young
    Title:                           Title:  Secretary - Director



Attest:                         HARRIS TRUST AND SAVINGS BANK


By:  /s/ Albert J. Whipkey      By:  /s/ Michael J. Lang
     ----------------------          -----------------------------
     Name:  Albert J. Whipkey        Name: Michael J. Lang
     Title:  CSR                     Title:  Vice President


                                      -3-