IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                                  IN AND FOR NEW CASTLE COUNTY


REX D. HOULIHAN,

                    Plaintiff,                                                            _.
                                                 i     C.A.   No.   -1  yyJp$Q:
          V.

                                                 ;
NORTH STAR EXPRESS FREIGHT,                                                        :
INC., a Delaware corporation,                    i

                    Defendant.


                                  COMPLAINT UNDER 8 DEL. C. S JlJ

          1.        Plaintiff Rex D. Houlihan ("Mr. Houlihan") is a 50% stockholder of

defendant North Star Express Freight, Inc. ("North Star"), a Delaware corporation.

          2.        Defendant North Star is a Delaware corporation having only two

stockholders, Mr. Houlihan and Kerry L. Small ("Mr. Small"), each of whom owns 50%

of the outstanding stock. North Star's registered agent for service of process in Delaware

is The Company Corporation, 2711 Centerville Road, Suite 400, Wilmington, Delaware

19808.

          3.        North Star was incorporated in Delaware on January 28, 1993, and its

principal place of business is located in Falls Church, Virginia.

          4.        No annual meeting for the election of North Star directors, nor any

stockholder action by written consent to elect directors in lieu of such a meeting, has been

held or taken since North Star's incorporation nearly eight years ago. Thus, North Star is

in violation of 8 Del. C. $ 2 11.



       5.      Pursuant to 8 Del. C. 5 21 l(c), Mr. Houlihan is entitled to an order of this