<PAGE>

                                  EXHIBIT 10.1
                                                                     [EXECUTION]

                      SECOND AMENDMENT TO CREDIT AGREEMENT


         This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of June 30, 2004, (the "Effective Date") is among FFE TRANSPORTATION SERVICES,
INC. (the "Borrower"), each of the other undersigned Companies, each of the
banks or other lending institutions which is or may from time to time become a
party to the Agreement (hereinafter defined) (each a "Bank" and collectively,
the "Banks"), COMERICA BANK, successor-by-merger with Comerica Bank-Texas
("Comerica"), as administrative agent for the Banks (in such capacity, together
with its successors in such capacity, the "Administrative Agent"), and as issuer
of Letters of Credit under the Agreement (in such capacity, together with its
successors in such capacity, the "Issuing Bank"), and LASALLE BANK NATIONAL
ASSOCIATION, a national banking association ("LaSalle"), as Syndication Agent
(in such capacity, together with its successors in such capacity, the
"Syndication Agent"), and as Collateral Agent (in such capacity, together with
its successors in such capacity, the "Collateral Agent").

                                    RECITALS:
         A. The Borrower, the Banks, the Issuing Bank and the Administrative
Agent have entered into that certain Credit Agreement dated as of May 30, 2002,
which was subsequently amended by the First Amendment to Credit Agreement on
December 11, 2003 (the "Credit Agreement").

         B. The parties hereto now desire to amend the Credit Agreement as
provided herein.

                                   AGREEMENTS:
         In consideration of the premises and the mutual agreements herein set
forth, Borrower, Lenders and Administrative Agent hereby agree as follows:

                                   ARTICLE I.

                           DEFINITIONS AND REFERENCES
                           --------------------------

         1.1. TERMS DEFINED IN THE CREDIT AGREEMENT. Unless the context
otherwise requires or unless otherwise expressly defined herein, the terms
defined in the Credit Agreement shall have the same meanings whenever used in
this Amendment.

         1.2. OTHER DEFINED TERMS. Unless the context otherwise requires, the
following terms when used in this Amendment shall have the meanings assigned to
them in this Section 1.2.

          "AMENDMENT" means as defined in the Introductory Paragraph hereof.

          "AMENDMENT DOCUMENTS" means this Amendment and the Renewal Notes.

          "CREDIT AGREEMENT" means as defined in the Recitals of this Amendment.

<PAGE>

                  "ORIGINAL NOTES" means the "Revolving Credit Notes" referred
to and defined as such in the Credit Agreement.

                  "RENEWAL NOTES" means the renewal promissory notes of Borrower
         attached hereto as Exhibit A, expressly renewing and extending the
         Original Notes.

                                   ARTICLE II.

                         AMENDMENTS TO CREDIT AGREEMENT
                         ------------------------------

         2.1. DEFINED TERMS. The definition of "TERMINATION DATE" in Section 1.1
of the Credit Agreement is hereby amended in its entirety to read as follows:

                           "'TERMINATION DATE' shall mean June 1, 2007, or such
                  earlier date upon which the obligation of the Banks to make
                  Loans is terminated pursuant to the terms of this Agreement."

         2.2. DETERMINATION OF MARGINS AND FEES. Section 2.4(b) of the Credit
Agreement is hereby amended in its entirety to read as follows:

                           "(b) DETERMINATIONS OF MARGINS AND FEES. The margins
                  identified in SECTION 2.4(A) and the fees payable under
                  SECTION 2.11 shall be defined and determined as follows:

                                    (i) "BASE RATE MARGIN" shall mean during
                           each period from and including one Adjustment Date to
                           but excluding the next Adjustment Date (herein a
                           "CALCULATION PERIOD"), the percent per annum set
                           forth in the table below under the heading "BASE RATE
                           MARGIN" and opposite the Leverage Ratio which
                           corresponds to the Leverage Ratio set forth in, and
                           as calculated in accordance with, the applicable
                           Compliance Certificate.

                                    (ii) "LIBOR RATE MARGIN" shall mean during
                           each Calculation Period, the percent per annum set
                           forth in the table below under the heading "LIBOR
                           RATE MARGIN" and opposite the Leverage Ratio which
                           corresponds to the Leverage Ratio set forth in, and
                           as calculated in accordance with, the applicable
                           Compliance Certificate.

                                    (iii) "COMMITMENT FEE RATE" shall mean
                           during each Calculation Period, the percent per annum
                           set forth in the table below under the heading
                           "COMMITMENT FEE RATE" and opposite the Leverage Ratio
                           which corresponds to the Leverage Ratio set forth in,
                           and as calculated in accordance with, the applicable
                           Compliance Certificate.

                                       2
<PAGE>

<TABLE>
<CAPTION>
--------- --------------------- ---------- ---------- ----------------- --------------------- -------------------
                                                                           L/C Fee Rate
                                  LIBOR      Base                        Less than or Equal      L/C Fee Rate
  Tier       Leverage Ratio       Rate       Rate      Commitment Fee         to $5MM          Greater than $5MM
                                 Margin     Margin          Rate         Outstanding L/C's     Outstanding L/C's
--------- --------------------- ---------- ---------- ----------------- --------------------- -------------------
<S>       <C>                     <C>       <C>            <C>                 <C>                   <C>
I         Greater than or         2.25%     0.875%         0.30%               1.50%                 2.25%
          equal to 2.25
--------- --------------------- ---------- ---------- ----------------- --------------------- -------------------
II        Greater than or         2.00%     0.625%         0.20%               1.25%                 2.00%
          equal to 1.75 but
          less than 2.25
--------- --------------------- ---------- ---------- ----------------- --------------------- -------------------
III       Greater than or         1.75%     0.375%         0.20%               1.00%                 1.75%
          equal to 1.25 but
          less than 1.75
--------- --------------------- ---------- ---------- ----------------- --------------------- -------------------
IV        Less than 1.25          1.50%     0.125%         0.15%               0.75%                 1.50%
--------- --------------------- ---------- ---------- ----------------- --------------------- -------------------
</TABLE>

Commencing on the Effective Date of the Second Amendment to this Agreement, the
Libor Rate Margin (for Interest Periods commencing thereafter), the Base Rate
Margin and the Commitment Fee Rate shall be the same as listed opposite the Tier
II Leverage Ratio on the table set forth above, but on the first Business Day
after the delivery to the Administrative Agent of the Compliance Certificate for
the period ending on June 30, 2004, the Libor Rate Margin (for Interest Periods
commencing after such date of delivery), Base Rate Margin and Commitment Fee
Rate shall automatically be adjusted in accordance with the Leverage Ratio set
forth in such Compliance Certificate and in the table set forth above. Then upon
the delivery of each Compliance Certificate thereafter pursuant to this
Agreement, commencing with the Compliance Certificate delivered as of the period
ending September 30, 2004,, the LIBOR Rate Margin (for Interest Periods
commencing after the applicable Adjustment Date), the Base Rate Margin and the
Commitment Fee Rate shall automatically be adjusted in accordance with the
Leverage Ratio set forth therein and the table set forth above, such automatic
adjustment to take effect as of the first Business Day after the receipt by the
Administrative Agent of the related Compliance Certificate (each such Business
Day when such margins or fees change pursuant to this sentence or the next
following sentence, herein an "ADJUSTMENT DATE"). If Parent fails to deliver
such Compliance Certificate which so sets forth the Leverage Ratio within the
period of time required by this Agreement: (i) the LIBOR Rate Margin (for
Interest Periods commencing after the applicable Adjustment Date) shall
automatically be adjusted to 2.25% per annum; (ii) the Base Rate Margin shall
automatically be adjusted to 0.875%; and (iii) the Commitment Fee Rate shall
automatically be adjusted to 0.30%, such automatic adjustment to take effect as
of the first Business Day after the last day on which Parent was required to
deliver the applicable Compliance Certificate in accordance with this Agreement
and to remain in effect until subsequently adjusted in accordance herewith upon
the delivery of such Compliance Certificate."

         2.3. LETTER OF CREDIT FEES. Section 2.11(b) of the Credit Agreement is
hereby amended in its entirety to read as follows:

                           "(b) A Letter of Credit fee is payable to the
                  Administrative Agent for the account of the Banks in
                  accordance with their respective Pro Rata Shares, for the term
                  of each Letter of Credit at (i) the percent per annum set
                  forth in the table set forth in Section 2.4(b) above under the
                  heading "L/C FEE RATE LESS THAN OR EQUAL TO $5MM OUTSTANDING
                  L/C'S" and opposite the Leverage Ratio which corresponds to

                                       3
<PAGE>

                  the Leverage Ratio set forth in, and as calculated in
                  accordance with, the applicable Compliance Certificate
                  multiplied by the aggregate undrawn amount of such Letter of
                  Credit at all times when Letter of Credit Liabilities are
                  equal to or less than $5,000,000 and (ii) the percent per
                  annum set forth in the table set forth in Section 2.4(b) above
                  under the heading "L/C RATE GREATER THAN $5MM OUTSTANDING
                  L/C'S" and opposite the Leverage Ratio which corresponds to
                  the Leverage Ratio set forth in, and as calculated in
                  accordance with, the applicable Compliance Certificate
                  multiplied by the aggregate undrawn amount of such Letter of
                  Credit at all times when the Letter of Credit Liabilities
                  exceed $5,000,000. Letter of Credit fees shall be payable
                  quarterly in arrears on each Quarterly Payment Date;"

         2.4. INSURANCE. Section 5.1(c) of the Credit Agreement is hereby
amended to read in its entirety as follows:

                           "(c) INSURANCE. (i) Maintain, and cause each other
                  Company to maintain, insurance with such insurance companies,
                  in such amounts, and covering such risks as shall be
                  satisfactory to the Administrative Agent and the Collateral
                  Agent, with a policy limit of not less than $25,000,000 per
                  occurrence and with loss payable to the Administrative Agent
                  and the Collateral Agent; provided that the Companies shall be
                  permitted to self-insure for exposure up to $6,000,000 per
                  occurrence of the first $10,000,000 of exposure of such
                  occurrence but shall not self-insure for amounts in excess of
                  $6,000,000 without the prior written consent of the Required
                  Banks; provided further, that the Companies shall be permitted
                  to 100% self-insure for the exposure that may arise from or
                  relate in any respect to the physical damage to or loss of the
                  Vehicles; (ii) deliver to the Administrative Agent
                  certificates evidencing such insurance and, within ninety (90)
                  days after the close of each fiscal year of Borrower, a report
                  certified by the Chief Financial Officer or Vice President of
                  Finance of Borrower describing all insurance of the Companies
                  in force as of the close of the fiscal year just ended; and
                  (iii) cause all fire and casualty insurance policies on
                  Vehicles, to which Liens in favor of the Collateral Agent, for
                  the benefit of the Banks have attached, to be made payable to
                  the Companies, the Collateral Agent and the Administrative
                  Agent, as their interests may appear, and in such event
                  deliver certificates evidencing such insurance to the
                  Administrative Agent."

         2.5. FIXED CHARGE COVERAGE RATIO/ DEFINITION OF EBITDAR. The definition
of EBITDAR in the third sentence of Section 5.1(f) of the Credit Agreement is
hereby amended to read in its entirety as follows:

                  "EBITDAR" means, for any period and any Person the total of
         the following, each calculated without duplication, for such Person on
         a consolidated basis for such period: (a) Net Income; PLUS (b) any
         provision for (or minus any benefit from) income or franchise taxes
         included in determining Net Income; PLUS (c) interest expense deducted
         in determining Net Income; PLUS (d) amortization and depreciation
         expense deducted in determining Net Income; PLUS (e) lease and rental
         expenses paid under operating leases or rental agreements involving
         assets that are intended to produce income and deducted in determining
         Net Income; plus (f) non-cash expenses from the granting, issuance or

                                       4
<PAGE>

         exercise of stock options pursuant to the stock option plans of Parent
         (herein called "Stock Option Expense") in an amount not to exceed
         $3,000,000 during the term of this Amendment; provided, however, that
         (i) the amount of such Stock Option Expense to be included in the
         calculation of EBITDAR during the calendar year 2005 may not exceed
         $1,000,000, (ii) the amount of such Stock Option Expense to be included
         in the calculation of EBITDAR during the calendar year 2006 may not
         exceed $2,000,000 minus the amount of such Stock Option Expense
         previously included in the calculation of EBITDAR during calendar year
         2005 and (iii) the amount of such Stock Option Expense to be included
         in the calculation of EBITDAR during calendar year 2007 may not exceed
         $3,000,000 minus the aggregate amount of such Stock Option Expense
         previously included in the calculation of EBITDAR during each of the
         calendar years 2005 and 2006, MINUS (g) any dividends or redemptions of
         capital stock paid in cash during such period."

         2.6. BORROWING BASE REPORTS. Section 5.1(l) of the Credit Agreement is
hereby amended in its entirety to read as follows:

                           "(1) BORROWING BASE REPORTS. Deliver to each Bank, as
                  soon as possible, and in any event within forty-five (45) days
                  after and as of the end of each calendar quarter, a Borrowing
                  Base Report dated as of the end of such calendar quarter;
                  PROVIDED, however that if Borrowing Base Availability as
                  determined on the most recent Borrowing Base Report is less
                  than $10,000,000, thereafter monthly Borrowing Base Reports
                  will be furnished within 30 days after the end of each
                  calendar month and PROVIDED FURTHER that if such Borrowing
                  Base Availability as determined on the most recent Borrowing
                  Base Report is less than $3,000,000, thereafter weekly
                  Borrowing Base Reports shall be furnished within five (5) days
                  after the end of each week; however, if the Borrowing Base
                  Availability as determined on a Borrowing Base Report is less
                  than, respectively, $10,000,000 or $3,000,000, and as a
                  result, the intervals for the delivery of Borrowing Base
                  Reports become monthly or weekly respectively as provided
                  above, but thereafter the Borrowing Base Availability (as
                  determined upon the applicable Borrowing Base Report) returns
                  respectively to $10,000,000 or more, or $3,000,000 or more,
                  the applicable interval for the delivery of Borrowing Base
                  Reports shall then immediately return to, as applicable,
                  quarterly or monthly. For purposes of this Section of this
                  Agreement, upon the Effective Date of the Second Amendment to
                  this Agreement, the determination of the applicable interval
                  for the delivery of the Borrowing Base Reports thereafter
                  shall be based on the Borrowing Base Availability determined
                  on the last Borrowing Base Report delivered by the Borrower
                  prior to the Effective Date of the Second Amendment to this
                  Agreement."

         2.7. COMPLIANCE INCOME. Section 5.1(m) of the Credit Agreement is
hereby amended to read in its entirety as follows:

                           "(m) COMPLIANCE INCOME. Maintain a positive
                  Compliance Income. The term "COMPLIANCE INCOME" means (a) Net
                  Income of the Companies on a consolidated basis for each
                  fiscal year, PLUS (b) any provision for (or less any benefit
                  from) income or franchise taxes included in determining Net

                                       5
<PAGE>

                  Income for such period, PLUS (c) any nonrecurring,
                  extraordinary expenses deducted in determining Net Income for
                  such period, MINUS (d) any dividends and other distributions
                  to shareholders of Parent declared during such period."

         2.8. ACCOUNTS RECEIVABLE REPORT. Section 5.1(s) of the Credit Agreement
is hereby amended in its entirety to read as follows:

                           "(s) ACCOUNTS RECEIVABLE REPORT. As soon as
                  available, and in any event within forty-five (45) days after
                  the end of each calendar quarter a summary accounts receivable
                  aging report for Borrower showing the aggregate amount of all
                  accounts receivable of Borrower that are 1-30, 31-60, 61-90,
                  and over 90 days past the invoice date; PROVIDED, however that
                  if Borrowing Base Availability as determined on the most
                  recent Borrowing Base Report is less than $10,000,000,
                  thereafter monthly Accounts Receivable Reports will be
                  furnished within 30 days after the end of each calendar month
                  and PROVIDED FURTHER that if such Borrowing Base Availability
                  as determined on the most recent Borrowing Base Report is less
                  than $3,000,000, thereafter weekly Accounts Receivable Reports
                  shall be furnished within five (5) days after the end of each
                  week; however, if the Borrowing Base Availability as
                  determined on a Borrowing Base Report is less than,
                  respectively, $10,000,000 or $3,000,000, and as a result the
                  intervals for the delivery of Accounts Receivable Reports
                  become monthly or weekly respectively as provided above, but
                  thereafter the Borrowing Base Availability as determined upon
                  the Applicable Accounts Receivable Report returns respectively
                  to $10,000,000 or more, or $3,000,000 or more, the applicable
                  interval for the delivery of Accounts Receivable Reports shall
                  then immediately return to, as applicable, quarterly or
                  monthly. For purposes of this Section of this Agreement, upon
                  the Effective Date of the Second Amendment to this Agreement,
                  the determination of the applicable interval for the delivery
                  of the Accounts Receivable Reports thereafter shall be based
                  on the Borrowing Base Availability determined on the last
                  Accounts Receivable Report delivered by the Borrower prior to
                  the Effective Date of the Second Amendment to this Agreement."

         2.9. MINIMUM CONSOLIDATED TANGIBLE NET WORTH. Section 5.2(a) of the
Credit Agreement is hereby amended in its entirety to read as follows:

                           "(a) MINIMUM CONSOLIDATED TANGIBLE NET WORTH.
                  "Permit, as of the last day of any fiscal quarter, Parent's
                  Consolidated Tangible Net Worth to be less than the sum of (i)
                  $70,000,000, plus (ii) fifty percent (50%) of the positive,
                  Net Income of the Companies for each fiscal quarter ending
                  after June 30, 2004 (i.e., any negative Net Income for a
                  fiscal quarter shall not reduce the minimum Consolidated
                  Tangible Net Worth ), PLUS (iii) one hundred percent (100%) of
                  the net cash proceeds from any issuances of equity securities
                  by Parent or any other Company or other contributions to the
                  capital or equity of Parent or any other Company."

         2.10 LOANS, INVESTMENTS AND MERGERS. Section 5.2(c) of the Credit
Agreement is hereby amended to read in its entirety as follows:

                                       6
<PAGE>

                           "(c) LOANS, INVESTMENTS AND MERGERS. Make any loan to
                  or investment in, nor purchase stock or other securities of,
                  nor merge or consolidate with, nor purchase all or
                  substantially all of the assets of, any Person other than
                  Borrower or another Company, except (i) mergers and
                  consolidations of two or more Companies or acquisitions of a
                  Company by another Company, provided no Default or Potential
                  Default exists, (ii) secured loans to owner-operators who have
                  independent contractor agreements with Borrower or any other
                  Company not to exceed $2,000,000 in the aggregate outstanding
                  at any time, (iii) the W&B Note, (iv) indebtedness of
                  purchasers to the Companies for the purchase price of Vehicles
                  sold by the Companies to such purchasers, provided that such
                  Indebtedness together with loans made pursuant to clause (v)
                  of this Subsection (c) shall not exceed $2,000,000 in the
                  aggregate outstanding at any time, (v) loans, other than the
                  foregoing, provided that such loans together with indebtedness
                  pursuant to clause (iv) of this Subsection (c) shall not
                  exceed $1,000,000 in the aggregate outstanding at any time,
                  (vi) Permitted Investments, (vii) other investments from time
                  to time in an amount outstanding at any time less than or
                  equal to $100,000. and (viii) expenditures for acquisitions
                  involving a Person other than a Company in an amount not to
                  exceed $5,000,000 during any fiscal year of Borrower."

         2.11. DIVIDENDS AND DISTRIBUTIONS. Clause (iii) of Section 5.2(e) of
the Credit Agreement is hereby amended by deleting the period at the end thereof
and adding the following new clause (D) to read as follows:

                  "and (D) if such dividend is made with any proceeds of death
                  benefits received under life insurance policies, the amount of
                  such dividend shall not exceed the amount of the after-tax
                  proceeds of such death benefit."

         2.12. INDEBTEDNESS. Section 5.2(f) of the Credit Agreement is hereby
amended to read in its entirety as follows:

                           "(f) INDEBTEDNESS. Assume, create or suffer to exist
                  any Indebtedness except (i) Indebtedness owed to the Banks
                  pursuant to this Agreement, (ii) additional Indebtedness not
                  for borrowed money incurred in the ordinary course of business
                  constituting trade payables not more than 90 days past due and
                  accrued liabilities, including, without limitation, accrued
                  Taxes and payroll obligations, (iii) Existing Indebtedness,
                  (iv) Indebtedness under Hedge Agreements, and (v) additional
                  Indebtedness for borrowed money incurred in the ordinary
                  course of business not to exceed $5,000,000 in the aggregate
                  outstanding at any time with respect to all Companies."

         2.13. CAPITAL EXPENDITURES. Section 5.2(h) of the Credit Agreement is
hereby amended to read in its entirety as follows:

                           "(h) CAPITAL EXPENDITURES. Permit the aggregate
                  amount of all Capital Expenditures made by the Companies,
                  during any twelve (12) month period (net of the proceeds of
                  the sale or exchange of any fixed assets), to exceed
                  $35,000,000."

                                       7
<PAGE>

         2.14. COMMITMENTS. Schedule 1.1 to the Credit Agreement is hereby
amended in its entirety to read as set forth in Schedule 1.1 to this Amendment.

         2.15. LITIGATION. Schedule 4.3 to the Credit Agreement is hereby
amended in its entirety to read as set forth in Schedule 4.3 to this Amendment.

         2.16. MATERIAL AGREEMENTS. Schedule 4.11 to the Credit Agreement is
hereby amended in its entirety to read as set forth in Schedule 4.11 to this
Amendment.

         2.17. BORROWING BASE REPORT. Exhibit A to the Credit Agreement is
hereby amended in its entirety to read as set forth in Exhibit A to this
Amendment.

         2.18. COMPLIANCE CERTIFICATE. Exhibit D to the Credit Agreement is
hereby amended in its entirety to read as set forth in Exhibit D to this
Amendment.

                                  ARTICLE III.

                              CONDITIONS PRECEDENT
                              --------------------

         3.1. EFFECTIVE DATE. This Amendment shall become effective as of the
date first above written when, and only when:

                           (i) Agent shall have received, at Agent's office, a
                  counterpart of this Amendment executed and delivered by
                  Borrower and each Bank,

                           (ii) Agent shall have received, at Agent's office,
                  the Renewal Notes executed and delivered by Borrower, and

                           (iii) Borrower shall have paid, in connection with
                  such Loan Papers, all recording, handling, amendment and other
                  fees required to be paid to Agent pursuant to any Loan Papers,
                  including Agent's reasonable attorney's fees.

                                   ARTICLE IV

                  RATIFICATION, REPRESENTATIONS AND WARRANTIES
                  --------------------------------------------

         4.1. RATIFICATION. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Credit Agreement and any other Loan Document, and except as expressly
modified and superseded by this Amendment, the terms and provisions of the
Credit Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect. Borrower and Administrative Agent agree
that the Credit Agreement, as amended hereby, and the other Loan Documents shall
continue to be legal, valid, binding and enforceable in accordance with their
respective terms. The Liens are hereby ratified and confirmed as continuing to

                                       8
<PAGE>

secure payment of the Notes. Nothing herein shall in any manner diminish, impair
or extinguish the Notes, any of the Indebtedness evidenced thereby, any of the
other Loan Documents or the Liens.

         4.2. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Administrative Agent that (i) the execution, delivery and
performance of this Amendment and any and all other Loan Documents executed
and/or delivered in connection herewith have been authorized by all requisite
corporate action on the part of Borrower and will not violate any organizational
document of Borrower, (ii) the representations and warranties contained in the
Credit Agreement, as amended hereby, and any other Loan Document are true and
correct on and as of the date hereof as though made on and as of the date
hereof, except to the extent such representations and warranties relate to an
earlier date (iii) Borrower is in full compliance with all covenants and
agreements contained in the Credit Agreement, as amended hereby, and (iv) the
audited annual consolidated balance sheet of Parent dated as of December 31,
2003, and the unaudited quarterly consolidated balance sheet of Parent dated as
of March 31, 2004, fairly present the consolidated financial position at such
dates and the consolidated statements of operations and the consolidated
statements of cash flows for the periods ending on such dates for Parent. Copies
of such financial statements have heretofore been delivered to each Bank. Since
such dates no material adverse change has occurred in the financial condition or
businesses or in the consolidated financial condition or businesses of any
Company.

                                   ARTICLE V.

                                  MISCELLANEOUS
                                  -------------

         5.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in this Amendment, the Credit Agreement or any other
document or documents relating thereto, including, without limitation, any Loan
Document furnished in connection with this Amendment, shall survive the
execution and delivery of this Amendment and the other Loan Documents, and no
investigation by Administrative Agent or any closing shall affect the
representations and warranties or the right of Administrative Agent to rely upon
them.

         5.2. REFERENCE TO CREDIT AGREEMENT. Each of the Loan Documents,
including the Credit Agreement and any and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Credit Agreement
shall mean a reference to the Credit Agreement, as amended hereby.

         5.3. EXPENSES OF ADMINISTRATIVE AGENT. As provided in the Credit
Agreement, Borrower agrees to pay on demand all reasonable costs and expenses
incurred by Administrative Agent in connection with the preparation, negotiation
and execution of this Amendment and the other Loan Documents executed pursuant
hereto and any and all amendments, modifications, and supplements thereto,
including, without limitation, the reasonable costs and fees of Administrative
Agent's legal counsel, and all reasonable costs and expenses incurred by
Administrative Agent in connection with the enforcement or preservation of any
rights under the Credit Agreement, as amended hereby, or any other Loan
Document, including, without limitation, the reasonable costs and fees of
Administrative Agent's legal counsel.

                                       9
<PAGE>

         5.4. SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

         5.5. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN DALLAS COUNTY, TEXAS, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS.

         5.6. SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall
inure to the benefit of Administrative Agent and Borrower and their respective
successors and assigns, except Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of
Administrative Agent.

         5.7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.

         5.8. EFFECT OF WAIVER. No consent or waiver, express or implied, by
Administrative Agent to or for any breach of or deviation from any covenant or
condition of the Credit Agreement shall be deemed a consent or waiver to or of
any other breach of the same or any other covenant, condition or duty.

         5.9. HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

         5.10. NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SECTION 26.02

         THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE
PARTIES BEFORE OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF,
INCLUDING THE GUARANTY, TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         5.11. GUARANTORS.

         Each of the undersigned parties to a Guaranty Agreement, hereby (i)
consents to the provisions of this Amendment and the transactions contemplated
herein, (ii) ratifies and confirms the Guaranty Agreement and Security Agreement
made by it for the benefit of Agent and Banks executed pursuant to the Credit
Agreement and the other Loan Papers, (iii) agrees that all of its respective
obligations and covenants thereunder shall remain unimpaired by the execution

                                       10
<PAGE>

and delivery of this Amendment and the other documents and instruments executed
in connection herewith, and (iv) agrees that such Guaranty Agreement and such
Security Agreement shall remain in full force and effect.




         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

                                       11
<PAGE>

         IN WITNESS WHEREOF, this Amendment is executed as of the date first
above written.

                                       FFE TRANSPORTATION SERVICES, INC.

                                       By: /S/ T. G. YETTER
                                           -------------------------------------
                                           T. G. Yetter
                                           Vice President



                                       COMERICA BANK, as a Bank, Issuing Bank
                                       and Administrative Agent

                                       By: /S/ DONALD P. HELLMAN
                                           -------------------------------------
                                           Donald P. Hellman
                                           Senior Vice President



                                       LA SALLE BANK, as Bank, Collateral Agent
                                       and Syndication Agent

                                       By: /S/ STEFAN LOEB
                                           -------------------------------------
                                           Stefan Loeb
                                           Corporate Banking Officer


                                       12
<PAGE>

                                                              [Second Amendment]


                              CONSENT AND AGREEMENT
                              ---------------------

         Each of the undersigned ("each a Guarantor"), hereby (i) consents to
the provisions of this Amendment and the transactions contemplated herein, (ii)
ratifies and confirms the Guaranty and the Security Agreement, each dated as of
May 30, 2002 made by it for the benefit of Agent and Banks executed pursuant to
the Credit Agreement and the other Loan Papers, (iii) agrees that all of its
respective obligations and covenants thereunder shall remain unimpaired by the
execution and delivery of this Amendment and the other documents and instruments
executed in connection herewith, and (iv) agrees that such Guaranty and such
Security Agreement shall remain in full force and effect.

                                           FROZEN FOOD EXPRESS INDUSTRIES, INC.

                                           By: /S/ T. G. YETTER
                                               --------------------------------
                                               T. G. Yetter
                                               Treasurer


                                           FFE, INC.

                                           By: /S/ T. G. YETTER
                                               --------------------------------
                                               T. G. Yetter
                                               Vice President


                                           CONWELL CORPORATION

                                           By: /S/ T. G. YETTER
                                               --------------------------------
                                               T. G. Yetter
                                               Vice President


                                           AIRPRO HOLDINGS, INC.

                                           By: /S/ F. DIXON MCELWEE, JR.
                                               --------------------------------
                                               F. Dixon McElwee, Jr.
                                               Senior Vice President

                                       13
<PAGE>

                                           LISA MOTOR LINES, INC.

                                           By: /S/ LEONARD W. BARTHOLOMEW
                                               --------------------------------
                                               Leonard W. Bartholomew
                                               Corporate Secretary


                                          FROZEN FOOD EXPRESS, INC.

                                          By: /S/ F. DIXON MCELWEE, JR.
                                              ---------------------------------
                                              F. Dixon McElwee, Jr.
                                              Senior Vice President


                                          CONWELL CARTAGE, INC.

                                          By: /S/ LEONARD W. BARTHOLOMEW
                                              ---------------------------------
                                              Leonard W. Bartholomew
                                              Corporate Secretary


                                          MIDDLETON TRANSPORTATION COMPANY

                                          By: /S/ F. DIXON MCELWEE, JR.
                                              ---------------------------------
                                              F. Dixon McElwee, Jr.
                                              Senior Vice President


                                          COMPRESSORS PLUS, INC.

                                          By: /S/ LEONARD W. BARTHOLOMEW
                                              ---------------------------------
                                              Leonard W. Bartholomew
                                              Corporate Secretary


                                          FFE LOGISTICS, INC.

                                          By: /S/ LEONARD W. BARTHOLOMEW
                                              ---------------------------------
                                              Leonard W. Bartholomew
                                              Corporate Secretary

                                       14
<PAGE>

         The undersigned ("Guarantor"), hereby (i) consents to the provisions of
this Amendment and the transactions contemplated herein, (ii) ratifies and
confirms the Guaranty and the Security Agreement, each as of March 31, 2003 made
by it for the benefit of Agent and Banks executed pursuant to the Credit
Agreement and the other Loan Papers, (iii) agrees that all of its respective
obligations and covenants thereunder shall remain unimpaired by the execution
and delivery of this Amendment and the other documents and instruments executed
in connection herewith, and (iv) agrees that such Guaranty and such Security
Agreement shall remain in full force and effect.


                                        CONWELL, LLC

                                        By: /S/ LEONARD W. BARTHOLOMEW
                                            -----------------------------------
                                            Leonard W. Bartholomew
                                            Corporate Secretary


                                       15