CONTINUING GUARANTY



                  THIS CONTINUING GUARANTY (as the same may be amended,

restated, supplemented or otherwise modified from time to time, the "Guaranty")

dated as of August 15, 2000, is made by UTI WORLDWIDE, INC., a British Virgin

Islands corporation ("Guarantor"), in favor of GENERAL ELECTRIC CAPITAL

CORPORATION, a New York corporation, as agent (in such capacity, "Agent") for

the lenders ("Lenders") from time to time party to the Credit Agreement (as

defined below).



                                    RECITALS



                  A. Pursuant to that certain Credit Agreement of even date

herewith by and among Union-Transport Corporation, a New York corporation

("Borrower"), the other "Credit Parties" a party thereto, Agent and Lenders

(including all annexes, exhibits and schedules thereto, and as the same may be

amended, restated, supplemented or otherwise modified from time to time, the

"Credit Agreement"), Lenders have agreed to extend certain financial

accommodations to or for the direct or indirect benefit Borrower and the other

Credit Parties.



                  B. Guarantor will derive direct and indirect economic benefits

if Lenders and Agent enter into the Credit Agreement and agree to extend the

financial accommodations provided for therein.



                  C. Lenders are willing to extend the financial accommodations

as provided for in the Credit Agreement, but only upon the condition, among

others, that Guarantor shall have executed and delivered this Guaranty.



                                    AGREEMENT



         NOW, THEREFORE, in consideration of the premises and the covenants

hereinafter contained, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, Guarantor and Agent

agree as follows:



1.       DEFINED TERMS; CERTAIN MATTERS OF CONSTRUCTION.



         Unless otherwise defined herein, capitalized terms or matters of

construction defined or established in Annex A to the Credit Agreement shall be

applied herein as defined or established therein.



2.       THE GUARANTY.



         2.1 Guaranty of Guaranteed Obligations. Guarantor hereby

unconditionally guarantees to Agent, for the benefit of Agent and Lenders, and

any of their respective successors, endorsees, transferees and assigns, the

prompt payment (whether at stated maturity, by acceleration or otherwise) and

performance of the Obligations of Borrower and the other Credit Parties (the

"Guaranteed Obligations"). Guarantor agrees that this Guaranty is a guaranty of

payment and performance and not of collection, and that its Obligations under

this Guaranty shall be primary, absolute and unconditional, irrespective of, and

unaffected by:



<PAGE>   2



                  (a) the genuineness, validity, regularity, enforceability or

any future amendment of or change in this Guaranty, any other Loan Document or

any other agreement, document or Instrument to which Guarantor or any other

Credit Party is or may become a party;



                  (b) the absence of any action to enforce this Guaranty or any

other Loan Document or the waiver or consent by Agent or any Lender with respect

to any of the provisions thereof;



                  (c) the existence, value or condition of, or the failure to

perfect Agent's Lien (for the benefit of Agent and Lenders) against, any

Collateral for the Obligations or any action, or the absence of any action, by

Agent in respect thereof (including the release of any such Collateral);



                  (d) the insolvency of any Credit Party; or



                  (e) any other action or circumstances that might otherwise

constitute a legal or equitable discharge or defense of a surety or guarantor,



it being agreed by Guarantor that its obligations under this Guaranty shall not

be discharged until the Termination Date. Guarantor shall be regarded, and shall

be in the same position, as a principal obligor with respect to the Guaranteed

Obligations. Guarantor agrees that any notice or directive given at any time to

Agent that is inconsistent with the waiver in the immediately preceding sentence

shall be null and void and may be ignored by Agent and Lenders, and, in

addition, may not be pleaded or introduced as evidence in any litigation

relating to this Guaranty for the reason that such pleading or introduction

would be at variance with the written terms of this Guaranty, unless Agent and

Lenders have specifically agreed otherwise in writing. Guarantor and Agent

acknowledge and agree that the foregoing waivers are of the essence of the

transactions contemplated by the Loan Documents and that, but for this Guaranty

and such waivers, Agent and Lenders would decline to enter into the Credit

Agreement.



         2.2 Demand by Agent. In addition to the terms of the Guaranty set forth

in Section 2.1, and in no manner imposing any limitation on such terms, it is

expressly understood and agreed that if, at any time, any of the Guaranteed

Obligations are declared to be immediately due and payable, then Guarantor

shall, without demand, pay to the holders of the Guaranteed Obligations the

entire outstanding amount of the Guaranteed Obligations to Agent, for the

benefit of Agent and Lenders. Payment by Guarantor shall be made to Agent, for

the benefit of Agent and Lenders, in immediately available funds in Dollars to

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