LEASE AGREEMENT

                         LEASE AGREEMENT


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

          WHEREAS, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is a majority shareholder in
Alaska Freightways;

and

           WHEREAS,  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ owns a fleet of trucks  in
the name of RL Trucking;

and

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

          NOW THERFORE,

           1.   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 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/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇



                                   ALASKA FREIGHTWAYS

                                   /s/ ▇▇▇ ▇▇▇▇▇▇
                                                   (signature)
                                   By:  ▇▇▇ ▇▇▇▇▇▇
                                                 (print name and title)

                               E-9