November 8, 2002

Smithway Motor Xpress, Inc.
2031 Quail Avenue
Fort Dodge, Iowa 50501

And

East West Motor Express, Inc.
1170 JB drive
Black Hawk, South Dakota 57718

Re: Second Amendment to Amended and Restated Loan and
    Security Agreement

Gentlemen:

     Smithway Motor Xpress, Inc., an Iowa corporation ("Smithway Inc.") and East
West Motor Express,  Inc., a South Dakota  corporation  ("East West")  (Smithway
Inc. and East West each a  "Borrower"  and  collectively  the  "Borrowers")  and
LaSalle Bank National Association,  a national banking association ("Bank") have
entered into that certain Amended and Restated Loan and Security Agreement dated
December  28, 2001 (the  "Security  Agreement").  From time to time  thereafter,
Borrowers and Bank may have executed various amendments (each an "Amendment" and
collectively the "Amendments") to the Security Agreement (the Security Agreement
and  the  Amendments   hereinafter  are  referred  to,   collectively,   as  the
"Agreement").  Borrowers  and Bank now desire to further  amend the Agreement as
provided herein, subject to the terms and conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration of the foregoing  recitals,  the mutual
covenants  and   agreements  set  forth  herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     1. The Agreement hereby is amended as follows:

     (a)  Subsection  4(b) of the  Agreement  is deleted in its entirety and the
following is substituted in its place:

          (iv) One-Time  Fee:  Borrowers  shall pay to Lender a one-time  fee of
               Seven Thousand Five Hundred and No/100 Dollars ($7,500.00), which
               fee shall

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Smithway Motor Xpress, Inc.
East West Motor Express, Inc.
November 8, 2002
Page 2


               be fully earned and payable upon execution of this Amendment.

     (b)  Subsection  14(a) of the  Agreement is deleted in its entirety and the
following is substituted in its place:

          (a)  Tangible Net Worth.

               The Consolidated Group's Tangible Net Worth shall not at any time
               be less than the Minimum  Tangible Net Worth;  "Minimum  Tangible
               Net Worth" being  defined for purposes of this  subsection as (i)
               $16,000,000.00  at all times from March 31, 2002 through December
               30, 2003; (ii) $17,000,000.00 at all times from December 31, 2003
               through  December 30, 2004; and (iii)  thereafter,  from the last
               day of each Fiscal Year of the Consolidated Group through the day
               prior to the last day of each immediately  succeeding Fiscal Year
               of the Consolidated  Group, the Minimum Tangible Net Worth during
               the  immediately   preceding  period  plus   $1,000,000.00;   and
               "Tangible   Net  Worth"  being   defined  for  purposes  of  this
               subsection  as  the  Consolidated  Group's  shareholders'  equity
               (including   retained  earnings)  less  the  book  value  of  all
               intangible  assets as determined solely by Lender on a consistent
               basis plus the amount of any LIFO  reserve plus the amount of any
               debt  subordinated to Lender,  all as determined  under generally
               accepted accounting principles applied on a basis consistent with
               the financial  statement  dated  September 30, 2002 except as set
               forth herein;

     (c)  Subsection  14(c) of the  Agreement is deleted in its entirety and the
following is substituted in its place:

          (c)  Fixed Charge Coverage.

               As of the last day of each month from  October 31,  2002  through
               December  31, 2002 for the period  beginning  January 1, 2002 and
               ending on each such date, Borrowers shall not permit the

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East West Motor Express, Inc.
November 8, 2002
Page 3

               ratio of the  Consolidated  Group's EBITDA to Fixed Charges to be
               less  than  0.75 to 1.0.  As of the last day of each  month  from
               January  31, 2003  through  March 31,  2003,  for the twelve (12)
               month period ending on each such date, Borrowers shall not permit
               the ratio of the Consolidated  Group's EBITDA to Fixed Charges to
               be less than 0.75 to 1.0.  As of the last day of each  month from
               April 30, 2003  through May 30,  2003,  for the twelve (12) month
               period ending on each such date,  Borrowers  shall not permit the
               ratio of the  Consolidated  Group's EBITDA to Fixed Charges to be
               less than 0.80 to 1.0.  As of the last day of May 31,  2003,  for
               the twelve (12) month period ending on such date, Borrowers shall
               not permit the ratio of the Consolidated  Group's EBITDA to Fixed
               Charges  to be less than 0.85 to 1.0.  As of the last day of June
               30, 2003 through July 30, 2003,  for the twelve (12) month period
               ending on each such date, Borrowers shall not permit the ratio of
               the Consolidated  Group's EBITDA to Fixed Charges to be less than
               0.90 to 1.0. As of the last day of July 31, 2003  through  August
               30, 2003,  for the twelve (12) month  period  ending on each such
               date,  Borrowers  shall not permit the ratio of the  Consolidated
               Group's  EBITDA to Fixed  Charges to be less than 0.95 to 1.0. As
               of the last day of August 31,  2003,  for the  twelve  (12) month
               period ending on such date,  Borrowers shall not permit the ratio
               of the  Consolidated  Group's  EBITDA to Fixed Charges to be less
               than 1.0 to 1.0.  Thereafter,  as of the last day of each  month,
               for the twelve (12) month period  ending on such date,  Borrowers
               shall not permit the ratio of the Consolidated  Group's EBITDA to
               Fixed Charges to be less than 1.0 to 1.0.

     2. This Amendment  shall not become  effective  until fully executed by all
parties hereto.

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East West Motor Express, Inc.
November 8, 2002
Page 4


     3.  Except  as  expressly  amended  hereby  and by any  other  supplemental
documents or instruments  executed by either party hereto in order to effectuate
the transactions contemplated hereby, the Agreement and Exhibit A thereto hereby
are  ratified and  confirmed by the parties  hereto and remain in full force and
effect in accordance with the terms thereof.

                                LASALLE BANK NATIONAL ASSOCIATION

                                By      /s/ Thomas G. Hirsh
                                      --------------------------------
                                Title   EVP/Counsel
                                      --------------------------------


ACKNOWLEDGED AND AGREED TO
this ___ day of November, 2002:

SMITHWAY MOTOR XPRESS, INC.

By     /s/ William G. Smith, Pres.
   ------------------------------------
       William G. Smith

Title  President
EAST WEST MOTOR EXPRESS, INC.

By     /s/ William G. Smith, Pres.
   ------------------------------------
       William G. Smith

Title  President

Consented and agreed to by the following
guarantor(s) of the obligations of Smithway
Motor Xpress, Inc. and East West Motor Express,
Inc. to LaSalle Bank National Association.

SMSD Acquisition Corp.

By:    /s/ G. Larry Owens
    -------------------------------------
       G. Larry Owens

Title: Vice President

Date: November 11, 2002

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Smithway Motor Xpress, Inc.
East West Motor Express, Inc.
November 8, 2002
Page 5


Smithway Motor Xpress Corp.

By:    /s/ G. Larry Owens
    -------------------------------------
       G. Larry Owens

Title: Vice President

Date: November 11, 2002












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