LEASE AGREEMENT

                         LEASE AGREEMENT


THIS  LEASE AGREEMENT is made this 31st day of December, 2000  by
and  between Xxxxxxx X. Xxxxxx and Alaska Freightways  under  the
following terms and conditions.

          WHEREAS, Xxxxxxx X. Xxxxxx is a majority shareholder in
Alaska Freightways;

and

           WHEREAS,  Xxxxxxx X. Xxxxxx owns a fleet of trucks  in
the name of RL Trucking;

and

          WHEREAS, Alaska Freightways desires to lease said fleet
of  trucks  of  X. X. Trucking and Xxxxxxx X. Xxxxxx  desires  to
offer said fleet of trucks for lease;

          NOW THERFORE,

           1.   Xxxxxxx X. Xxxxxx agrees to lease said trucks  to
Alaska  Freightways on an as needed basis until such time as Alaska
Freightways can purchase its own trucks;
           2.  Alaska Freightways agrees to lease said trucks as follows:
            a.   Lease payments are to include principal and interest and a
                 reasonable amount of monies for insurance and
                 maintenance.
            b.   Alaska Freightways agrees to assume responsibility for the
                 payments of all fuel used by said trucks.



                                   /s/XXXXXXX X. XXXXXX



                                   ALASKA FREIGHTWAYS

                                   /s/ Xxx Xxxxxx
                                                   (signature)
                                   By:  Xxx Xxxxxx
                                                 (print name and title)

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