__________________________________________ UNITED STATES OF AMERICA,          Plaintiff,                   v. MORGAN DRIVE AWAY, INC.; NATIONAL TRAILER CONVOY, INC;           and TRANSIT HOMES, INC.,          Defendants. __________________________________________

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Civil Action No.74-1781 (TAF)

It is stipulated by and between the undersigned parties, by their respective attorneys, that:

1. Morgan Drive Away, Inc. ("Morgan") has filed a motion requesting that the Court terminate the Final Judgment entered in this case. The United States tentatively has agreed to the termination of the Final Judgment, but as a matter of policy does not consent to the termination of judgments without public notice and an opportunity for public comments. Therefore, the parties have agreed to the following procedures for termination. Pursuant to this stipulation, Morgan will move to terminate the Final Judgment.

2. Morgan will publish at its expense a notice of the proposed termination, in the form attached as Exhibit A, in two consecutive issues of

   1. The Wall Street Journal, and

   2. Manufactured Home Merchandiser;

   and an Order, in the form attached as Exhibit B, directing such publication, may be filed and entered by the Court without further notice to any party or any other proceedings.

3. The United States will publish in the Federal Register a notice announcing the defendant's motion and the Department's tentative consent to it, summarizing the Complaint, the Motion for Termination and the Final Judgment, describing the procedures for inspection and obtaining copies of relevant papers, and inviting the submission of comments. A proposed copy of this notice is attached as Exhibit C.

4. Within a reasonable time after the conclusion of the 60-day period for public comment, the United States will file with the Court copies of any comments that it receives and its response to those comments.

5. An Order to terminate the June 30, 1976 Final Judgment entered in this cause of action is attached as Exhibit D. The parties request that the Court refrain from ruling upon the motion to terminate for at least seventy (70) days after the date of the last publication of the notices required by paragraphs 2 and 3 of this Stipulation and at least ten (10) days after the close of the period for public comment. The United States reserves its right to withdraw its consent to the motion to terminate, which it may do at any time before the entry of an Order terminating the Final Judgment, by filing a notice of withdrawal of its consent with the Court and serving a copy of said notice upon the other party.

6. In the event that the United States withdraws its consent, or if the proposed Order terminating the Final Judgment is not entered pursuant to this Stipulation, then this Stipulation shall be of no effect whatsoever; the making of this Stipulation shall be without prejudice to any party in this or any other proceeding; and the Stipulation shall not thereafter be used in this or any other action or for any other purpose.

FOR PLAINTIFF UNITED STATES OF AMERICA

_______________/s/________________ JOEL I. KLEIN Assistant Attorney General _______________/s/________________ JOHN M. NANNES Deputy Assistant Attorney General _______________/s/________________ REBECCA P. DICK Director of Civil Non-merger Enforcement Dated: November 12, 1999 FOR MORGAN DRIVE AWAY, INC. _______________/s/________________ John C. Christie, Jr. D.C. Bar # 932483 Hale and Dorr LLP 1455 Pennsylvania Avenue, N.W. Washington, D. C. 20004 (202)-942-8400 Dated:

_______________/s/________________ ROGER W. FONES Chief Transportation, Energy and Agriculture Section _______________/s/________________ DONNA N. KOOPERSTEIN Assistant Chief Transportation, Energy and Agriculture Section _______________/s/________________ JOAN S. HUGGLER Attorney Transportation, Energy and Agriculture Section DC Bar # 927244 United States Department of Justice Antitrust Division 325 7th Street, N.W., Suite 500 Washington, D.C. 20005 (202) 307-6456