SMITHWAY MOTOR XPRESS CORP.
                           1997 PROFIT INCENTIVE PLAN


     1. Purpose.  The purpose of this Profit  Incentive  Plan (the "Plan") is to
provide a reward  for past  service  and an  incentive  for future  service  for
selected  employees  of Smithway  Motor  Xpress Corp.  and its  subsidiary  (the
"Company").

     2.  Definitions.  Capitalized  terms  used in this  Plan and not  otherwise
defined shall have the following meanings:

     2.1 "Common Stock" means shares of the Company's Class A Common Stock.

     2.2  "Designated   Percentage"   means  the  percentage  of  the  Company's
consolidated net earnings as determined from time-to-time by the  Administrator.
The Designated  Percentage  shall be one and one-half  percent (1.5%) unless the
Administrator (as hereinafter  defined) takes  affirmative  action to change the
Designated  Percentage  for a given  fiscal year in  response  to  extraordinary
positive or negative  results or  expansion  in the number of  Participants  (as
hereinafter defined).

     2.3 "Fair Market Value" means:

     2.3.1 If the Common  Stock is not at the time listed or admitted to trading
on a stock  exchange,  the mean  between the lowest  reported  bid price and the
highest reported asked price of the Common Stock in the over-the-counter market,
as such prices are reported by The Nasdaq Stock  Market or in a  publication  of
general  circulation  selected by the Board and  regularly  reporting the market
price of the Common Stock in such market;

     2.3.2 If the Common  Stock is at the time  listed or admitted to trading on
any stock exchange, the mean between the lowest and highest reported sales price
of the Common Stock on the principal  exchange on which the Common Stock is then
listed or admitted to trading; or

     2.3.3 If no reported  quotation  or sale of Common Stock takes place on the
date in question,  the last  reported  closing asked price or sales price of the
Common Stock prior to the Distribution Date shall be determinative.

     2.4 "Incentive Pool" means the number of shares of Common Stock, based upon
the  Designated  Percentage,  that  shall  be  set  aside  for  distribution  to
Participants hereunder.

     2.5  "Participants"  mean the  employees  of the  Company  selected  by the
Administrator in accordance with Section 4 hereof.

     2.6  "Percentage"  means the proportion of the Incentive Pool as determined
by the  Administrator  a  Participant  shall be  entitled to receive as provided
herein.

     3.  Administration  of Plan. The Plan shall be administered by the Board of
Directors or a committee  hereafter  designated  by the Board of Directors  (the
"Administrator").




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     4.  Participants  and  Percentages.   The  Administrator  shall  have  sole
discretion to select  Participants,  allocate  Percentages  among  Participants,
reallocate   Percentages  among  Participants  from  time-to-time,   adjust  the
Incentive Pool to reflect extraordinary  positive or negative performance by the
Company,  distribute Common Stock to Participants,  and otherwise administer the
Plan.  During or by  May 31  immediately  following  each  fiscal  year the Plan
remains in effect,  the  Administrator  shall select and inform  Participants of
their  participation  in the Plan for such fiscal year. By May 31 following each
fiscal year the Plan remains in effect,  the Administrator  shall take all other
actions  required  to  deliver  shares  of  Common  Stock to such  Participants,
including, but not limited to, determining the number of shares in the Incentive
Pool and each Participant's Percentage.

     5. Amount of Distribution.  In accordance with Section 4  hereof,  for each
full fiscal year for which the Plan continues,  the Company shall set aside, for
delivery to  Participants  in accordance with their  respective  Percentages,  a
number of shares of Common Stock having a Fair Market Value on the  Distribution
Date  (as  hereinafter  defined)  equal  to  the  Designated  Percentage  of the
Company's   consolidated   net   earnings  for  the   applicable   fiscal  year.
Notwithstanding  the  foregoing,  no  fractional  shares  shall be issued to the
Participants  under this Plan and the  Company in its  reasonable  judgment  may
withhold   sufficient   shares  from  any  distribution  to  cover   withholding
obligations. The consolidated net earnings of the Company shall be determined in
accordance with generally accepted accounting principles consistently applied by
the firm of  independent  public  accountants  employed  to audit  the books and
accounts  of  the  Company  for  that  year,  and  the  determinations  of  such
accountants  shall be final,  binding,  and conclusive  upon the Company and all
other  persons  who may at any time  have any  interest  under  the  Plan.  Each
Participant  shall  receive  his or her  distribution  of  Common  Stock  on the
Distribution Date.

     6. Time of distribution. The distribution for any fiscal year shall be made
after the close of the fiscal year but not later than May 31 (the  "Distribution
Date").

     7.  Limitations.   Absent  affirmative  action  by  the  Administrator,  no
Participant  whose employment is terminated prior to the Distribution Date shall
have any right to  participate  in the Plan or be eligible  for any portion of a
distribution.  No rights  shall be deemed  to accrue to any  Participant  and no
person  shall,  because of the Plan,  acquire any right to an  accounting  or to
examine into the books or the affairs of the Company.  No Participant shall have
a contract  or verbal  right in or to any amounts to be  distributed  under this
Plan until the  Distribution  Date. The interest of any  Participant  under this
Plan shall not be assignable either by voluntary or involuntary assignment or by
operation of law.

     8. Effective Date, Amendment, or Termination.  This Plan shall be effective
for the fiscal year commencing January 1, 1997.  The Board reserves the right at
any time to make such  changes in the Plan as it may  consider  desirable or may
discontinue or terminate the Plan at any time.

     In Witness Whereof, Smithway Motor Xpress Corp., a Nevada corporation,  has
caused  this  instrument  to be executed as of  May 8, 1997,  by its  President,
Chairman of the Board,  and Chief  Executive  Officer  pursuant to prior  action
taken by its Board of Directors.

                                                    Smithway Motor Xpress Corp.


                                                    /s/ William G. Smith
                                                    William G. Smith, President,
                                                    Chairman of the Board and
                                                    Chief Executive Officer

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