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                                                                 EXHIBIT 10.2(a)

                           CENTRAL FREIGHT LINES, INC.
                              INCENTIVE STOCK PLAN

                                  (AS AMENDED)

         1.       PURPOSE AND SCOPE OF THE PLAN. The purpose of this incentive
stock plan is to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive to Employees and
Consultants of the Company, and to promote the success of the Company's
business. Options granted under the Plan may be Incentive Stock Options,
Nonstatutory Stock Options, Restricted Stock Awards, Reload Options, Other Stock
Based Awards, or Other Benefits at the discretion of the Board and, if required
by the Board, as reflected in the terms of written Award agreements. Incentive
Stock Options shall only be granted to Employees. The Plan shall not confer upon
any Participant any right with respect to continuation of an employment or
consulting relationship with the Company, nor shall it interfere in any way with
an employee's right or the Company's right to terminate the employment or
consulting relationship at any time.

         2.       DEFINITIONS. As used in this Incentive Stock Plan, the
following definitions shall apply:

                  (a)      "Award" shall mean Incentive Stock Options,
         Nonstatutory Stock Options, Restricted Stock Awards, Reload Options,
         Other Stock Based Awards, or Other Benefits granted pursuant to the
         Plan.

                  (b)      "Board" shall mean the Committee, if one has been
         appointed, or the Board of Directors of the Company, if no Committee is
         appointed.

                  (c)      "Code" shall mean the Internal Revenue Code of 1986,
         as amended.

                  (d)      "Common Stock" shall mean the Common Stock of the
         Company, par value $1.00 per share.

                  (e)      "Company" shall mean Central Freight Lines, Inc., a
         Texas corporation, or any permitted successor that assumes the
         obligations under this Plan by agreement or operation of law.

                  (f)      "Committee" shall mean the Committee appointed by the
         Board of Directors in accordance with Section 4 of the Plan, if one is
         appointed.

                  (g)      "Consultant" shall mean any person who is engaged by
         the Company, Parent, or any Subsidiary to render consulting services
         and is compensated for such consulting services or any other person
         determined by the Board to have performed services for or on behalf of
         the Company which merits the grant of an Award, and any director of the
         Company whether compensated for such services or not.

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                  (h)      "Continuous Status as an Employee" shall mean the
         absence of any interruption or termination of service as an Employee.
         Continuous Status as an Employee shall not be considered interrupted in
         the case of sick leave, military leave, or any other leave of absence
         approved by the Board; provided that such leave is for a period of not
         more than 90 days or reemployment upon the expiration of such leave is
         guaranteed by contract or statute.

                  (i)      "Director" shall mean a member of the Board of
         Directors of the Company, Parent, or any Subsidiary.

                  (j)      "Employee" shall mean any person, including officers
         and directors, employed by the Company, Parent, or any Subsidiary of
         the Company. The payment of a director's fee shall not be sufficient to
         constitute "employment."

                  (k)      "Exchange Act" shall mean the Securities Exchange Act
         of 1934, as amended.

                  (l)      "Fair Market Value" shall mean:

                  (i)      If the Common Stock is at the time listed or admitted
                  to trading on a stock exchange, The Nasdaq Stock Market, or an
                  over-the-counter market, the closing price of the Common Stock
                  on the date the determination of value is to be established
                  pursuant to the Award agreement or notice, as such prices are
                  reported by the exchange, The Nasdaq Stock Market, or a
                  publication of general circulation selected by the Board and
                  regularly reporting the market price of the Common Stock, to
                  the extent consistent with applicable laws and regulations. If
                  no reported quotation or sale of Common Stock takes place on
                  the date in question, the last reported closing sale price of
                  the Common Stock prior to such date shall be determinative; or

                  (ii)     If the Common Stock is not at the time listed or
                  admitted to trading on a stock exchange, The Nasdaq Stock
                  Market, or an over-the-counter market, the price of the Common
                  Stock on the date the determination of value is to be
                  established pursuant to the Award agreement or notice, as
                  reflected in the most recent valuation of the Common Stock by
                  an independent third-party appraiser engaged by the Company to
                  the extent consistent with applicable laws and regulations;
                  provided, a Participant may demand the Company conduct a
                  valuation of the Common Stock if the most recent valuation is
                  dated more than 13 months prior to the date the value is to be
                  determined.

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

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                  (m)      "Immediate Family Member" shall mean the spouse,
         children, or grandchildren of the Participant.

                  (n)      "Incentive Stock Option" shall mean an Option
         intended to qualify as an incentive stock option within the meaning of
         Section 422 of the Code.

                  (o)      "Nonstatutory Stock Option" shall mean an Option not
         intended to qualify as an Incentive Stock Option.

                  (p)      "Option" shall mean a stock option granted pursuant
         to the Plan.

                  (q)      "Optioned Stock" shall mean the Common Stock subject
         to an Option.

                  (r)      "Other Stock Based Awards" shall mean awards valued
         in whole or in part by reference to, or otherwise based on, the
         Company's Common Stock.

                  (s)      "Other Benefits" shall mean types of Awards granted
         under this Plan as determined by the Board in addition to those
         specifically provided.

                  (t)      "Parent" shall mean a "parent corporation," whether
         now or hereafter existing, as defined in Section 424(e) of the Code.

                  (u)      "Participant" shall mean an Employee or Consultant
         who receives an Award.

                  (v)      "Plan" shall mean this Incentive Stock Plan.

                  (w)      "Reload Option" shall mean an Option to purchase for
         cash or shares a number of shares of Common Stock up to (i) the number
         of shares of Common Stock used to exercise the underlying option, and
         (ii) the number of shares of Common Stock used to satisfy any tax
         withholding requirement incident to the exercise of the underlying
         option, in either case through the use of shares of Common Stock or
         vested options.

                  (x)      "Restricted Stock" shall mean shares of Common Stock
         which are subject to the restrictions described in this Plan and such
         other terms and conditions as the Board may prescribe.

                  (y)      "Share" shall mean a share of the Common Stock, as
         adjusted in accordance with Section 12 of the Plan.

                  (z)      "Subsidiary" shall mean a "subsidiary corporation,"
         whether now or hereafter existing, as defined in Section 424(f) of the
         Code.

         3.       STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 12 of the Plan, the maximum aggregate number of shares which may be
optioned, sold, or granted through Awards under the Plan is 5,000,000 shares of
Common Stock. The Shares may be authorized,

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but unissued, or reacquired Common Stock. If an Option should expire or become
unexercisable for any reason without having been exercised in full, the
unpurchased Shares which were subject to the Option shall become available for
future grant under the Plan, unless the Plan shall have been terminated. Any
shares of Restricted Stock which are forfeited shall again be available for
Awards under the Plan. Fractional shares shall not be issued. The Board will
determine the manner in which fractional share values will be treated. Each
Award shall state the total number of shares of Common Stock subject to such
Award. Shares issued under the Plan and later repurchased by the Company shall
become available for future grant or sale under the Plan.

         4.       ADMINISTRATION OF THE PLAN.

                  (a)      Procedure. The Plan shall be administered by the
         Board of Directors of the Company or a committee appointed by the Board
         in accordance with this Section 4.

                  (i)      Subject to Section 4.(a)(ii), the Board of Directors
                  may appoint a committee consisting of not less than two
                  members of the Board of Directors to administer the Plan on
                  behalf of the Board of Directors, subject to such terms and
                  conditions as the Board of Directors may prescribe. Once
                  appointed, the committee shall continue to serve until
                  otherwise directed by the Board of Directors. Members of the
                  Board who are either eligible for Awards or have been granted
                  Awards may vote on any matters affecting the administration of
                  the Plan or the grant of any Awards pursuant to the Plan,
                  except that no such member shall act upon the granting of an
                  Award to himself or herself, but may be counted in determining
                  the existence of a quorum at any meeting of the Board during
                  which action is taken with respect to the granting of Awards
                  to him or her. Anything to the contrary notwithstanding,
                  Awards granted to Directors shall be approved by the full
                  Board of Directors.

                  (ii)     If the Company registers any class of any equity
                  security pursuant to Section 12 of the Exchange Act, from the
                  effective date of such registration until six months after the
                  termination of such registration, any grants of Awards to
                  officers or directors shall only be made by the Board of
                  Directors or a Committee satisfying the provisions of Rule
                  16b-3(b)(3) under the Exchange Act, or any successor rule,
                  each as amended from time-to-time with respect to exempting
                  grants under employee benefit plans. Once appointed, the
                  Committee shall continue to serve until otherwise directed by
                  the Board of Directors.

                  (ii)     Subject to Sections 4.(a)(i) and 4.(a)(ii), from time
                  to time the Board of Directors may increase the size of the
                  Committee and appoint additional members of the Committee,
                  remove members (with or without cause), and appoint new
                  members, fill vacancies however caused, or remove all members
                  of the Committee and thereafter directly administer the Plan.

                  (b)      Powers of the Board. Subject to the provisions of the
         Plan, the Board shall have the authority, in its discretion: (i) to
         grant Incentive Stock Options, Nonstatutory Stock Options, Restricted
         Stock Awards, Reload Options concurrently with

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         the grant of any Award of Incentive Stock Options or Nonstatutory Stock
         Options, Other Stock Based Awards, and Other Benefits; (ii) to
         determine, upon review of relevant information and in accordance with
         Section 2.(l) of the Plan, the Fair Market Value of the Common Stock;
         (iii) to determine the exercise price per share of Options to be
         granted, which exercise price shall be determined in accordance with
         Section 8.(a) of the Plan; (iv) to determine the Employees and
         Consultants to whom, and the time or times at which, Awards shall be
         granted and the number of shares to be represented by each Award; (v)
         to interpret the Plan; (vi) to prescribe, amend, and rescind rules and
         regulations relating to the Plan; (vii) to determine the terms and
         provisions of each Award granted (which need not be identical) and,
         with the consent of the holder of the Award, modify or amend each
         Award; (viii) to accelerate or defer (with the consent of the
         Participant) the exercise or vesting date of any Award, consistent with
         the provisions of Section 5 of the Plan; (ix) to authorize any person
         to execute on behalf of the Company any instrument required to
         effectuate the grant of an Award previously granted by the Board; and
         (x) to make all other determinations deemed necessary or advisable for
         the administration of the Plan.

                  (c)      Effect of Board's Decision. All decisions,
         determinations, and interpretations of the Board shall be final and
         binding on all Participants and any other holders of any Awards granted
         under the Plan.

         5.       ELIGIBILITY.

                  (a)      Generally. Awards may be granted only to Employees
         and Consultants. Incentive Stock Options may be granted only to
         Employees. An Employee or Consultant who has been granted an Award may,
         if he is otherwise eligible, be granted an additional Award or Awards.

                  (b)      Limitations on Incentive Stock Options. The aggregate
         Fair Market Value (determined as of the date of grant) of Common Stock
         with respect to which Incentive Stock Options are exercisable for the
         first time by any Participant during any calendar year (under all plans
         of the Company, Parent, or any Subsidiary) shall not exceed $100,000.
         If the Fair Market Value (determined as of the date of grant) of Common
         Stock with respect to which Incentive Stock Options are exercisable for
         the first time by any Participant during any calendar year exceeds
         $100,000, then the Options for the first $100,000 worth of Common Stock
         to become exercisable in such calendar year shall be Incentive Stock
         Options and the Options for the amount in excess of $100,000 that
         become exercisable in that calendar year shall be Nonstatutory Stock
         Options. In the event that the Code or the regulations promulgated
         thereunder are amended after the date of the Plan to provide for a
         different limit on the Fair Market Value of Common Stock permitted to
         be subject to Incentive Stock Options, such different limit shall be
         automatically incorporated in this Section 5.(b) and shall apply to any
         Incentive Stock Options granted after the effective date of such
         amendment.

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                  (c)      Other Stock Based Awards. The Board shall have the
         right to grant Other Stock Based Awards which may include, without
         limitation, the grant of Common Stock based on certain conditions,
         including short-term incentives or the issuance of Common Stock in lieu
         of cash under other incentive or deferred compensation programs of the
         Company.

                  (d)      Other Benefits. The Board shall have the right to
         provide Other Benefits, if the Board believes that such Awards would
         further the purposes for which this Plan was established.

         6.       TERM OF PLAN. The Plan shall become effective upon the earlier
to occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company as described in Section 18 of the Plan. It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 14 of the Plan.

         7.       TERM OF AWARDS. The term of each Incentive Stock Option shall
be ten (10) years from the date of grant or such shorter term as may be provided
in any notice or agreement evidencing such Award; provided, however, in the case
of an Incentive Stock Option granted to a Participant who, at the time the
Incentive Stock Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the term of the Incentive Stock Option shall be five (5) years
from the date of grant or such shorter time as may be provided in the Incentive
Stock Option agreement. The foregoing notwithstanding, if the Code or
regulations promulgated thereunder are subsequently amended to provide for a
different percentage of voting power or maximum option term for Incentive Stock
Options, such new limits shall be automatically incorporated in this Section 7
and shall apply to any Incentive Stock Options granted after the effective date
of such amendment. The term of each Reload Option shall be equal to the
remaining option term of the underlying Option. The term of each Award, if
applicable, that is not an Incentive Stock Option or Reload Option shall be
determined by the Board and set forth in the agreement or notification relating
to Nonstatutory Stock Options, Restricted Stock, Other Stock Based Awards, or
Other Benefits.

         8.       EXERCISE PRICE AND CONSIDERATION.

                  (a)      Exercise Price. The per Share exercise price for the
         Shares to be issued pursuant to exercise of an Option shall be such
         price as is determined by the Board, but shall be subject to the
         following:

                  (i)      In the case of an Incentive Stock Option, any
                  restrictions imposed by the Code at the time of grant, which
                  restrictions currently are as follows:

                           (A)      grants to an Employee who, at the time of
                           the grant of such Incentive Stock Option, owns stock
                           representing more than ten percent (10%) of the
                           voting power of all classes of stock of the Company
                           or any Parent or Subsidiary, shall have a per Share
                           exercise price no less than 110% of the Fair Market
                           Value per Share on the date of grant; or

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                           (B)      grants to any other Employee shall have a
                           per Share exercise price no less than 100% of the
                           Fair Market Value per Share on the date of grant.

                  (ii)     In the case of Nonstatutory Stock Options, at any
                  price per Share determined by the Board.

                  (iii)    In the case of Reload Options, unless otherwise
                  established by the Board, the exercise price per share of
                  Common Stock deliverable upon the exercise of a Reload Option
                  shall be the Fair Market Value of a share of Common Stock on
                  the date the grant of the Reload Option becomes effective.

                  (b)      Consideration for Restricted Stock, Other Stock Based
         Awards, and Other Benefits. In the case of Restricted Stock, an award
         of Restricted Stock may provide that the Participant be required to
         furnish such consideration for the Award as the Board shall determine,
         or may be issued in exchange for past services or other legal
         consideration. An Award of Restricted Stock may provide that such
         Restricted Stock may be exchanged during the Restricted Period for
         other Restricted Stock upon such terms and conditions as the Board may
         permit or shall require. Payment under or a settlement of any Other
         Stock Based Awards and Other Benefits shall be made in such manner and
         at such times as the Board may determine.

                  (c)      Form of Consideration. The consideration to be paid
         for the Shares to be issued upon exercise of an Option or grant of an
         Award, including the method of payment, shall be determined by the
         Board and may consist entirely of (i) cash, (ii) check, (iii) other
         Shares of Common Stock having a Fair Market Value on the date of
         surrender equal to the aggregate exercise price of the Shares as to
         which the Option shall be exercised, (iv) vested and exercisable (but
         unexercised) Options valued at the difference between the exercise
         price and Fair Market Value of the Shares, or (v) any combination of
         such methods of payment, or other consideration and method of payment
         for the issuance of Shares to the extent permitted under the Texas
         Business Corporation Act. In making its determination as to the type of
         consideration to accept, the Board shall consider whether acceptance of
         the consideration may be reasonably expected to benefit the Company.

         9.       EXERCISE OF OPTION.

                  (a)      Generally. Any Option granted under the Plan shall be
         exercisable at such times and under such conditions as determined by
         the Board, including performance criteria with respect to the Company
         and/or the Participant, and as shall be permissible under the terms of
         the Plan. An Option may not be exercised for a fraction of a Share.
         Anything to the contrary notwithstanding, each Reload Option is fully
         exercisable two years from the effective date of grant (or if fewer
         than two years remain until the termination of this Plan, then such
         Reload Option shall be exercisable within 90 days prior to termination
         of the Plan).

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                  (b)      Procedure. An Option shall be deemed to be exercised
         when written notice of exercise (if applicable, in the form required by
         the Nonstatutory or Incentive Stock Option agreement or notice) has
         been given to the Company in accordance with the terms of the Option by
         the person entitled to exercise the Option and full payment for the
         Shares with respect to which the Option is exercised has been received
         by the Company. Full payment may, as authorized by the Board, consist
         of any consideration and method of payment allowable under Section 8 of
         the Plan. Until the issuance (as evidenced by the appropriate entry on
         the books of the Company or of a duly authorized transfer agent of the
         Company) of the stock certificate evidencing such Shares, no right to
         vote or receive dividends or any other rights as a stockholder shall
         exist with respect to the Optioned Stock, notwithstanding the exercise
         of the Option. The Company shall issue (or cause to be issued) the
         stock certificate promptly upon exercise of the Option. No adjustment
         will be made for a dividend or other right for which the record date is
         prior to the date the stock certificate is issued, except as provided
         in Section 12 of the Plan. Exercise of an Option in any manner shall
         result in a decrease in the number of Shares which may be available,
         both for purposes of the Plan and for purchase under the Option, by the
         number of Shares as to which the Option is exercised.

         10.      CONDITIONS AND RESTRICTIONS AFFECTING AWARDS.

                  (a)      Certain Events Affecting Exercisability of Incentive
         Stock Options.

                  (i)      Termination of Status as an Employee. With respect to
                  Incentive Stock Options, in the event of termination of a
                  Participant's Continuous Status as an Employee, such
                  Participant may, but only within three (3) months after such
                  event of termination of a Participant's Continuous Status as
                  an Employee (but in no event later than the date of expiration
                  of the term of the Incentive Stock Option as set forth in the
                  Incentive Stock Option agreement or notice), exercise his
                  Incentive Stock Option to the extent that he was entitled to
                  exercise it at the date of termination. To the extent that he
                  was not entitled to exercise the Incentive Stock Option at the
                  date of such termination, or if he does not exercise the
                  Incentive Stock Option (which he was entitled to exercise)
                  within the time specified in this Subsection the Incentive
                  Stock Option shall terminate.

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                  (ii)     Disability of Participant. With respect to Incentive
                  Stock Options, notwithstanding the provision of Section
                  10.(a)(i) above, in the event of termination of a
                  Participant's Continuous Status as an Employee as a result of
                  his total and permanent disability (as defined in Section
                  22(e)(3) of the Code), he may, but only within twelve (12)
                  months following the date of termination (but in no event
                  later than the date of expiration of the term of the Incentive
                  Stock Option as set forth in the Incentive Stock Option
                  agreement or notice), exercise his Incentive Stock Option to
                  the extent he was entitled to exercise it at the date of
                  termination. To the extent that he was not entitled to
                  exercise the Incentive Stock Option at the date of
                  termination, or if he does not exercise the Incentive Stock
                  Option (which he was entitled to exercise) within the time
                  specified herein, the Incentive Stock Option shall terminate.

                  (iii)    Death of Participant. With respect to Incentive Stock
                  Options, in the event of the death of a Participant:

                           (A)      who is at the time of his death an Employee
                           of the Company and who shall have been in Continuous
                           Status as an Employee since the date of grant of the
                           Incentive Stock Option, the Incentive Stock Option
                           may be exercised, at any time within twelve (12)
                           months following the date of death (but in no event
                           later than the date of expiration of the term of the
                           Incentive Stock Option as set forth in the Incentive
                           Stock Option agreement or notice), by the
                           Participant's estate or by a person who acquired the
                           right to exercise the Incentive Stock Option by
                           bequest or inheritance, but only to the extent that
                           the Participant had the right to exercise the
                           Incentive Stock Option at the date of death; or

                           (B)      which occurs within three (3) months after
                           the termination of Continuous Status as an Employee,
                           the Incentive Stock Option may be exercised, at any
                           time within twelve (12) months following the date of
                           death (but in no event later than the date of
                           expiration of the term of the Incentive Stock Option
                           as set forth in the Incentive Stock Option agreement
                           or notice), by the Participant's estate or by a
                           person who or entity which acquired the right to
                           exercise the Incentive Stock Option by bequest or
                           inheritance, but only to the extent of the right to
                           exercise that had accrued at the date of termination.

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                  (b)      Certain Conditions Affecting Restricted Stock Awards.

                  (i)      Restriction. Except as provided in Section
                  10.(b)(iii), at the time of an Award of Restricted Stock, the
                  Board may establish in its discretion, for each Participant a
                  vesting schedule and a period of time ("Restricted Period")
                  during which Restricted Stock may not be sold, assigned,
                  transferred, pledged, or otherwise encumbered, except as
                  hereinafter provided. Except for such restrictions as may be
                  provided in the Restricted Stock agreement or notice and
                  subject to this Subsection 10.(b), the Participant shall have
                  all rights of a stockholder with respect to such Restricted
                  Stock. The Board, in its discretion, may accelerate the time
                  at which any or all of the restrictions shall lapse with
                  respect to any shares of Restricted Stock prior to the
                  expiration of the Restricted Period or remove any or all of
                  such restrictions, as it deems appropriate.

                  (ii)     Registration and Redelivery of Restricted Stock. Each
                  certificate of Restricted Stock shall be registered in the
                  name of the Participant and deposited by the Participant,
                  together with a stock power endorsed in blank, with the
                  Company. During the Restricted Period, the Restricted Stock
                  shall remain in the possession of the Company. At the end of
                  the Restricted Period, the Company shall redeliver to the
                  Participant (or the Participant's legal representative or
                  personal representative) the certificates of Common Stock
                  deposited pursuant to this Subsection 10.(b)(ii). The Common
                  Stock so delivered to the Participant shall no longer be
                  subject to the provisions of this Subsection 10.(b).

                  (iii)    Termination of Employment. Unless the Restricted
                  Stock agreement otherwise provides, in the event the
                  Participant's employment with the Company and/or its
                  Subsidiaries or Parent is terminated for reasons other than
                  death, total and permanent disability (as defined in Section
                  22(e)(3) of the Code), or retirement, all Restricted Stock
                  awarded to such Participant which is still subject to
                  restriction shall be forfeited. For the purposes of this
                  Subsection 10.(b)(iii), the forfeiture period for each Award
                  of Restricted Stock shall be separately calculated from the
                  date of the Award. Unless the Restricted Stock agreement
                  otherwise provides, the restrictions contained in Subsection
                  10.(b)(i) shall terminate on the Participant's death, total
                  and permanent disability (as defined in Section 22(e)(3) of
                  the Code), or attainment of age sixty-five (65).

                  (c)      Certain Conditions Affecting Reload Options.

                  (i)      Non-Qualification as Incentive Stock Option.
                  Notwithstanding the fact that the underlying Option may be an
                  Incentive Stock Option, a Reload Option is not intended to
                  qualify as an Incentive Stock Option.

                  (ii)     Reload Option Amendment. Each Incentive Stock Option
                  and Nonstatutory Stock Option agreement or notice shall state
                  whether the Board has authorized Reload Options with respect
                  to the underlying options. Upon the exercise of an underlying
                  option, any additional Reload Option must be evidenced

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                  by an amendment to the underlying agreement or notice or by a
                  new notice from the Board.

                  (iii)    Termination of Employment. No additional Reload
                  Options shall be granted to Participants when Options are
                  exercised pursuant to the terms of this Plan following
                  termination of the Participant's employment.

                  (iv)     Application Sections. Applicable sections regarding
                  the manner of payment, restrictions, death, retirement, total
                  or permanent disability (as defined in Section 22(e)(3) of the
                  Code) of the Participant, and similar provisions relating to
                  the underlying Option, are incorporated by reference in this
                  Subsection 10.(c) as though fully set forth herein.

                  (d)      Certain Conditions Affecting Other Stock Based Awards
         and Other Benefits. Unless the agreement or notice relating to the
         Other Stock Based Awards or Other Benefits otherwise provides, except
         in the event of the Participant's death, total or permanent disability
         (as defined in Section 22(e)(3) of the Code), or retirement after
         attaining age 65, in the event that the Participant terminates
         employment with the Company and/or its Subsidiaries or Parent prior to
         the time benefits become payable pursuant to Awards of Other Stock
         Based Awards or Other Benefits, such Awards shall be immediately
         forfeited. Unless the agreement or notice relating to the Other Stock
         Based Awards or Other Benefits otherwise provides, in the event of the
         Participant's death, total or permanent disability (as defined in
         Section 22(e)(3) of the Code), or retirement after attaining age 65,
         the Company shall pay to the Participant (or the Participant's legal
         representative or personal representative) the amount that would have
         been payable to the Participant had the Participant satisfied all of
         the requirements contained in the agreement relating to such Award
         calculated as of the date of the occurrence of an event described in
         this sentence.

         11.      TRANSFERABILITY OF OPTIONS.

                  (a)      Incentive Stock Options. Incentive Stock Options may
         not be sold, pledged, assigned, hypothecated, transferred, or disposed
         of in any manner other than by will or by the laws of descent or
         distribution and may be exercised, during the lifetime of the
         Participant, only by the Participant.

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                  (b)      Awards Other than Incentive Stock Options. All Awards
         other than Incentive Stock Options may be transferred by the
         Participant to (i) Immediate Family Members, (ii) a trust or trusts for
         the exclusive benefit of Immediate Family Members Approved Trusts,
         (iii) a partnership, limited liability company, or corporation in which
         Immediate Family Members or Approved Trusts are the only partners,
         members, or stockholders, or (iv) if specifically permitted in the
         agreement or notice, other persons or entities, provided that
         subsequent transfers of transferred Awards shall be prohibited except
         for transfers to the Participant or transfers by will or the laws of
         descent and distribution. Following transfer, the Awards shall continue
         to be subject to the same terms and conditions as were applicable
         immediately prior to transfer, provided that the term "Participant"
         shall be deemed to refer to the transferee.

         12.      ADJUSTMENTS UPON CERTAIN CHANGES.

                  (a)      In the event of any change in the outstanding Common
         Stock by reason of a stock split, stock dividend, combination,
         reclassification, or exchange of Common Stock, recapitalization,
         merger, consolidation, or other event, the shares of Common Stock
         authorized hereunder and outstanding Awards, as applicable, shall be
         proportionately adjusted by the Board in its sole discretion and any
         such judgment shall be binding and conclusive on all persons. Provided,
         however, in the case of Incentive Stock Options, no such adjustment
         shall be made if the result thereof would be that the excess of (i) the
         aggregate Fair Market Value of the new or substituted shares over (ii)
         the aggregate exercise price of such shares is more than (x) the excess
         of the aggregate Fair Market Value of all shares subject to the Option
         immediately before such substitutions or assumption over (y) the
         aggregate exercise price of such shares, or that the new Option or the
         assumption of the old Option gives the Participant additional benefits
         which the Participant did not have under the old Option.

                  (b)      Notwithstanding anything in the Plan to the contrary,
         agreements or notices with respect to Awards may contain change of
         control provisions for the benefit of the Participant as the Board
         shall approve (such approval to be conclusively evidenced by the
         execution and delivery of such agreements or notices to the
         Participants). Change of control provisions shall mean provisions to
         protect Participant's interest in the Plan should the Company, its
         stock or its assets be acquired by another person or entity, or should
         the Participant's employment terminate in connection therewith.

         13.      TIME OF GRANTING AWARDS. The date of grant of an Award, for
all purposes, shall be the date on which the Board makes the determination
granting that Award or such other effective date as the Board may specify in its
grant of the Award. Notice of the determination shall be given to each Employee
or Consultant to whom an Award is so granted within a reasonable time after the
date of such grant.

                                      -12-

<PAGE>

         14.      AMENDMENT AND TERMINATION OF THE PLAN.

                  (a)      Amendment and Termination. The Board may amend or
         terminate the Plan from time to time in such respects as the Board may
         deem advisable; provided that the following revisions or amendments
         shall require approval of the stockholders of the Company:

                           i.       any change in the designation of the class
                                    of persons eligible to be granted Awards;

                           ii.      if the Company has a class of equity
                                    securities registered under Section 12 of
                                    the Exchange Act at the time of such
                                    revision or amendment, any material increase
                                    in the benefits accruing to Participants
                                    under the Plan who have already received
                                    Awards; or

                           iii.     if otherwise required by any applicable
                                    laws.

                  (b)      Effect of Amendment or Termination. Any amendment or
         termination of the Plan shall not affect Awards already granted and
         those Awards shall remain in full force and effect as if this Plan had
         not been amended or terminated, unless mutually agreed otherwise
         between the Participant and the Board, which agreement must be in
         writing and signed by the Participant and the Company.

         15.      CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise or grant of an Award unless the exercise or grant of
such Award and the issuance and delivery of Shares shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or quotation system upon
which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance. In the case
of officers and other persons subject to Section 16(b) of the Exchange Act, the
Board, in its discretion, may impose limitations upon the exercise, delivery, or
payment of any Award which it believes are necessary or desirable in order to
comply with Section 16(b) of the Act and the rules and regulations thereunder.
The Board may require any person receiving Common Stock hereunder to acknowledge
that such Common Stock is being acquired for investment purposes and not with a
view for resale or distribution and such Common Stock shall not be sold or
transferred unless in accordance with applicable law and regulations. If the
Company, as part of an offering of securities or otherwise, finds it desirable
because of legal or regulatory requirements to reduce the period during which
Options may be exercised, the Board may, in its discretion and without the
holders' consent, so reduce such period on not less than fifteen (15) days'
written notice to the holders thereof.

         16.      RESERVATION OF SHARES. The Company, during the term of this
Plan, shall at all times reserve and keep available the number of Shares as
shall be sufficient to satisfy the requirements of the Plan. The inability of
the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company's counsel to be necessary to the lawful
issuance or sale of any Shares under the Plan, shall relieve the Company of any

                                      -13-

<PAGE>

liability in respect of the failure to issue or sell the Shares as to which the
requisite authority shall not have been obtained.

         17.      AWARD AGREEMENT. Awards shall be evidenced by written
agreements or notices in form as the Board shall approve.

         18.      STOCKHOLDER APPROVAL. Continuance of the Plan shall be subject
to approval as required by law by the stockholders of the Company within twelve
(12) months after the date the Plan is adopted by the Board of Directors.

         19.      TAX WITHHOLDING. The Board shall have sole discretion whether
to withhold stock sufficient to satisfy any withholding or other tax due with
respect the exercise of an Option, the vesting of Restricted Stock or any
similar transaction under the Plan, or to demand such amounts in cash. Any tax
withholding effected in shares of Common Stock must comply with Rule 16b-3 (or
any successor), if applicable, and other applicable laws.

         20.      NON-UNIFORM DETERMINATIONS. The Board's determinations,
including without limitation, (a) the Participants' right to receive Awards, (b)
the form, amount, and timing of Awards, (c) the terms, conditions, and
provisions of Awards (including vesting and forfeiture provisions), and (d) the
agreements or notices evidencing the same, need not be uniform and may be made
by it selectively among Participants who receive, or who are eligible to
receive, Awards under the Plan, whether or not such Participants are similarly
situated.

         21.      RESTRICTIONS ON EXERCISE. To the extent required to comply
with Rule 16b-3, no Participant receiving an award under this Plan may dispose
of Common Stock awarded under the Plan prior to the expiration of six months
from the date of grant or dispose of an Option awarded under the Plan, or its
underlying Common Stock, prior to the expiration of six months from the date of
acquisition of the Option.

         22.      INDEMNIFICATION. Board members shall be indemnified and held
harmless by the Company from any loss, liability, or expense that may be imposed
upon or incurred by such present or past Board member in connection with or
resulting from any claim, action, or proceeding in which the member is involved
by reason of any action taken or failure to act under the Plan; provided such
member shall give the Company an opportunity, at its own expense, to defend the
same. The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or Bylaws, as a matter or law, or otherwise,
or any power that the Company may have to indemnify them or hold them harmless.

         23.      REQUIREMENTS OF LAW. Awards, agreements, notices, and the
issuance of shares of Common Stock shall be subject to applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or
securities exchanges or quotation systems as may be required. The Board shall
determine whether any Option or Common Stock issued hereunder is required to be
registered under the Securities Act of 1933 or may be issued under an exemption.
In its sole discretion, the Company may, but is not obliged to, file a
registration statement covering Common Stock issued under the Plan.

                                      -14-

<PAGE>

         24.      LEGEND ON STOCK CERTIFICATES. Unless Common Stock issued under
the Plan has been previously registered, issued Common Stock shall bear the
following or similar legend:

         "The securities represented by this certificate have not been
         registered under the Securities Act of 1933 (the "1933 Act") or under
         the securities laws of any state and may not be transferred, assigned,
         sold, or hypothecated unless a registration statement under the 1933
         Act and the applicable state laws shall be in effect with respect
         thereto or an opinion of counsel satisfactory to the Corporation shall
         be received to the effect that registration under the 1933 Act and
         applicable state securities laws is not required."

                                  * * * * * * *

         Adopted by joint action of the Board of Directors and sole shareholder
of Central Freight Lines, Inc. on May 6, 1997.

                                      -15-