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                                                                 EXHIBIT 10.1(b)

                                 FIRST AMENDMENT
                                       TO
                           CENTRAL FREIGHT LINES, INC.
                               401(k) SAVINGS PLAN
                           (EFFECTIVE JANUARY 1, 2002)

         The CENTRAL FREIGHT LINES, INC. 401(k) SAVINGS PLAN (as amended and
restated August 30, 200), the "Plan", is hereby amended, effective January 1,
2002, by this the First Amendment to the Plan. The purpose for this First
Amendment to the Plan is to allow Catch-Up Contributions, provided for in
Section 414(v) of the Internal Revenue Code of 1986, as amended, to be made to
the Plan.

         1)       A Participant, who is an Eligible Employee and who has
                  attained 50 years of age before the end of a Plan Year,
                  beginning after December 31, 2001, may elect to reduce his or
                  her Pay by an amount which does not exceed the Dollar Limit
                  for Catch-Up Contributions for that Plan Year, and have such
                  additional amount contributed to the Plan by the Employer as a
                  Catch-Up Contribution for that Plan Year. The initial
                  election, and any change, revocation or resumption of the
                  election, shall be made in such manner and with such advance
                  notice as shall be prescribed by the Administrator and shall
                  be limited to increments of whole percentages of Pay. In no
                  event shall the amount of an Employee's Catch-Up Contribution
                  exceed the lesser of (i) the Dollar Limit for Catch-Up
                  Contributions for the Plan Year in which the Catch-Up
                  Contributions are made (as adjusted for cost-of-living,
                  pursuant to Code Section 414(v)(2)(c)), or (ii) the excess of
                  the Participant's Compensation for that Plan Year over his
                  Before-Tax Contributions for such Plan Year.

         2)       The annual Dollar Limit for Catch-Up Contributions is:

<TABLE>
<CAPTION>
For Plan Year Ending                   Dollar Limit
--------------------                   ------------
<S>                                    <C>
December 31, 2002                         $1,000
December 31, 2003                         $2,000
December 31, 2004                         $3,000
December 31, 2005                         $4,000
December 31, 2006, and thereafter         $5,000
</TABLE>

                  For Plan Years ending December 31, 2006, and thereafter, the
                  Dollar Limit for Catch-Up Contributions will be adjusted
                  annually for cost-of-living, pursuant to the provisions of
                  Code Section 414(v)(2)(c).

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         3)       All Catch-Up Contributions made to the Plan shall be received
                  and held by the Plan in accordance with the provisions of
                  Section 414(v) of the Internal Revenue Code and the
                  regulations thereunder.

         4)       CENTRAL FREIGHT LINES, INC. reserves the right, at any time,
                  to change or amend this First Amendment to the CENTRAL FREIGHT
                  LINES, INC. 401(k) SAVINGS PLAN, either prospectively or
                  retroactively, in order to keep the Plan in compliance with
                  Section 414(v) of the Internal Revenue Code of 1986, as
                  amended.