Lease Proposal




 EXHIBIT 4.34 
  
 SUNTRUST LEASING CORPORATION LEASE PROPOSAL 
  
 USA TRUCK, INC. 
  
 Lease Proposal dated November 5, 2003 
  

			
	LESSOR:	  	SunTrust Leasing Corporation/or its assignee or nominee
		
	LESSEE:	  	USA Truck, Inc.
		
	EQUIPMENT:	  	Class 8 Sleeper Tractors
		
	EQUIPMENT COST:	  	$5,000,000
		
	BASIC TERM:	  	Forty Two (42) Months
		
	BASIC TERM COMMENCEMENT DATE:	  	The Basic Term will commence on the 15th day of the month in which the funding occurs.
		
	BASIC TERM RENTALS:	  	Lease rentals are payable monthly in ARREARS from the Basic Commencement Date.

  

			
	 Base Lease Commencement Date

	 	 Monthly Rental Factor (As a % of Equipment Cost)


	 January, 2004
	 	1.62232
	 February, 2004
	 	1.61445
	 March, 2004
	 	1.61175
	 April, 2004
	 	1.60916
	 May, 2004
	 	1.60951
	 June, 2004
	 	1.60742
	 July, 2004
	 	1.59470
	 August, 2004
	 	1.59161
	 September, 2004
	 	1.58851
	 October, 2004
	 	1.58902
	 November, 2004
	 	1.58605
	 December, 2004
	 	1.58309


  

			
		
	 	  	 The above Monthly Rental Factors are based on current market conditions as of November 5, 2003. On this date the interpolated yield for the Five (5) year
Treasury Note is 3.268%. On the Funding Date the Monthly Rental Factor will be adjusted upward or downward by .011704% for every 25 basis points change in the yield of the five (5) year Treasury Note. The implicit rate may also be adjusted upward or
downward for each one basis point (.01%) change in the AA swap spreads as published in SWYC of Bloomberg Investor Service for 5 year, 30/360 basis, level payment obligations.

		
	EARLY TERMINATION:	  	In the event that any item of Equipment is (i) damaged or destroyed to such extent that it cannot be reasonably restored to normal operating condition or (ii) seized or condemned by
governmental authorities (i.e. eminent domain) or (iii) lost due to theft or disappearance for a period in excess of 45 days, the Lease with respect to such Equipment will terminate and the Lessee thereof will pay the Stipulated Loss Value with
respect thereto.
		
	NET LEASE:	  	The Lease will be a net lease in that the Lessee will be responsible for any and all costs and expenses in connection with the Equipment, including sales and use taxes, and any other taxes
with the exception of federal and state net income taxes on the net income of the Lessor. The Lessee is also responsible for maintaining and insuring the Equipment and

  











			
	 	  	for all fees; insurance premiums; cost of installation, operations, maintenance, repair, and rebuilding; and other charges related to the use or possession of the Equipment.
		
	FEDERAL TAX INDEMNIFICATIONS:	  	The Lessee will indemnify the Lessor for any loss or deduction in federal tax benefits based on the tax assumptions outlined above if such loss or reduction is caused by (i) any breach,
inaccuracy or incorrectness of any representation, warranty or covenant made by the Lessee, (ii) the acts or omissions (not including the execution of documents contemplated hereby or any act or omission expressly required or expressly permitted by
such documents) of the Lessee, or (iii) any change in federal law with an effective date that precedes the date of acceptance of the Equipment for lease by the Lessee. If an Investment Tax Credit provision is passed, benefit will flow to Lessee at
the same lease rate as indicated in this proposal.
		
	MAINTENANCE:	  	Lessee will maintain the Equipment leased by it so that it remains in good operating condition (ordinary wear and tear excepted) and in compliance with any and all applicable laws,
regulations, and state inspections.
		
	END OF TERM OPTIONS:	  	At the end of the Basic Term, the Lessee shall have the option of purchasing the Equipment or returning the Equipment to the Lessor in accordance with the terms described
below.
		
	TERMINATION:	  	At the satisfactory conclusion of the Basic Term, the Lessee shall have the option to purchase all, but not less than all, of the equipment on a Lease Schedule. In this event, the Lessee will
have a purchase price as follows:
		
	 	  	Forty Percent (40%) of the Equipment Cost
		
	 	  	In the event the Lessee chooses to return the Equipment, the Lessor will sell the Equipment. If the Net Proceeds of the sale (after expenses) are greater than the Purchase Price, the excess
proceeds will be returned to the Lessee. If the Net Proceeds are less than the Purchase Price, the difference between the proceeds and the Purchase Price will be paid by the Lessee to the Lessor as a final Rental Payment then due.
		
	DOCUMENTATION:	  	This Proposal is not intended to address all the final legal and documentation matters pertaining to this lease. The lease documentation will represent the final legal agreement. The lease
documentation will be furnished by the Lessor.
		
	DISCLAIMER:	  	This proposal letter is not a commitment by SunTrust Leasing Corporation to enter into this lease. A commitment can be issued only upon final approval by our Credit/Investment
Committee.