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SLS Inc.
a wholly-owned subsidiary of Sears, Roebuck and Co.

has entered into contracts for the provision of truckload transportation services in its fashion merchandise channel. These contracts are with:

Conway Transportation Services
Dart International
Digby Truck Line, Inc.
Gale/Triangle, Inc.
Gilbert Express Corp.
Heartland Express, Inc.
Interstate Intermodal, Inc.
M.S. Carriers, Inc.
Schneider National, Inc.
Swift Transportation, Inc.
Tenn-Ohio Transportation Co.
Transport Corporation of America
Werner Enterprises, Inc.

The undersigned designed and implemented an auction system for the allocation of these services, and assisted in the negotiations of these contracts, as an advisor to SLS, Inc.

JOS. SWANSON & CO.

Racine, Wisconsin
June, 1995