FIRST AMENDMENT TO
                            ASSET PURCHASE AGREEMENT


         This First Amendment to Asset Purchase  Agreement (the  "Amendment") is
made as of October 24, 1996, by and among Smithway  Motor Xpress,  Inc., an Iowa
corporation  ("Smithway");  Smithway Motor Xpress Corp.,  a Nevada  corporation;
Marquardt Transportation, Inc., a South Dakota corporation ("Seller"); and Ralph
and  Lucille  Marquardt,  individual  residents  of  Yankton,  South  Dakota and
Seller's sole Shareholders (together, the "Shareholders").

                                    RECITALS

         The  parties  previously  entered  into  that  certain  Asset  Purchase
Agreement  dated October 4, 1996,  (the "Main  Agreement").  Certain events have
transpired  since the execution of the Main  Agreement  that the parties wish to
reflect in writing.

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual covenants, representations, and warranties herein contained, and upon the
terms and conditions hereinafter set forth, the parties hereto agree as follows:

        1. Amendment of Main  Agreement.  The provisions of this Amendment shall
supplement and amend the Main Agreement as specifically stated herein. Except as
stated  herein,  the Main  Agreement  shall  continue  in full force and effect.
Capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings ascribed in the Main Agreement.

        2. California Lease.   Section  2.11 of the Main Agreement is deleted in
its entirety and replaced with new Section 2.11, which shall read as follows:

                 2.11  California  Lease.  The parties have  requested a Phase I
         environmental site assessment  concerning the property leased by Seller
         in Stockton,  California (the "California Property").  The parties have
         received a draft of the  executive  summary,  but the entire report has
         not been delivered  because of delays in receiving county records.  The
         executive summary recommends that samples be taken in two locations and
         the parties have agreed to do so. It is anticipated that the results of
         the  sampling  process  and county  records  search will be known on or
         about  November 15. Seller hereby grants  Smithway a license to use the
         California  Property  to the  full  extent  Seller  is  able to use the
         California  Property under the leased attached as Exhibit F to the Main
         Agreement (the  "California  Lease").  The license granted  pursuant to
         this Section shall commence at Closing and extend until consummation of
         one of Smithway's  options set forth below. With five (5) business days
         after the  later of (a)  delivery  to  Smithway  of the  final  Phase I
         environmental  site  assessment  and (b)  delivery  to  Smithway of the
         results of the site sampling mentioned above,  Smithway will select and
         consummate one of the following options:  (a) take an assignment of the
         California Lease and all rights to payments from subtenants from

                                        1

<PAGE>



         Seller and agree to pay,  perform,  and discharge all obligations under
         the  California  Lease;  or (b)  decline  to accept  assignment  of the
         California  Lease and cease  using the  California  Property,  in which
         event,  the license  referred to above shall extend for another  thirty
         (30) days.  During the period of the license,  Smithway shall reimburse
         Seller, on a prorated daily basis, for the difference  between Seller's
         rent  under  the  California  Lease  and  the  payments  received  from
         subtenants.  The deferred decision on the California Property shall not
         affect the Closing of the other transactions under the Main Agreement.

        3. Miscellaneous  Equipment.  Exhibit B to the Main Agreement is amended
to read as reflected on attached  Amended  Exhibit B. Exhibit B lists a Computer
System  36/400,  disk drive,  printers  (4), 19  Memorex/IBM  terminals,  one XT
Caliber Computer,  15 emulation cards (the "Computer  Equipment").  Seller shall
retain the Computer Equipment after Closing for a period of at least thirty (30)
days.

        4. Transition Services. The parties recognize that each will require the
services of certain  employees  and assets  employed or owned by the other after
Closing in order to effect a smooth transition.  Certain employees of Seller are
listed  on  attached  Exhibit  X (the  "Subject  Employees").  Seller  agrees to
continue  the  employment  of the Subject  Employees  for thirty (30) days after
Closing,  or such  lesser  period as to which the  parties  mutually  agree (the
"Employment Period").  During the Employment Period, the Subject Employees shall
devote  their time to duties of both  Seller and  Smithway,  including,  but not
limited to billing and  collecting  receivables  of both Seller and Smithway and
performing  such other  tasks as may be  reasonably  requested.  Smithway  shall
reimburse  Seller  for all wages  paid to the  Subject  Employees  for  services
performed  during the  Employment  Period.  Smithway  and Seller also shall have
joint use of the Computer  Equipment (and such other related equipment  required
to make the  Computer  Equipment  useful in the  ordinary  course of  business).
Smithway  shall pay Seller  $5,000 for the use of the  Computer  Equipment  from
Closing until conversion to Smithway's system.

     5. Prepayment  Penalties.  Seller estimates that the maximum amount of such
prepayment penalties for Orix will be $7,000. Smithway shall pay up to $7,000 of
the actual amount of such Orix  penalties.  The penalty on Newcourt is estimated
at $6,993.81. Smithway will pay up to $3,500 of the amount finally negotiated by
Ralph Marquardt.

        6. Cabovers. No financing documents or payoff amounts have been provided
with  respect  to  Tractor  No.  780 and 781  listed  on  Exhibit  E to the Main
Agreement (the "Cabovers").  Smithway shall purchase the Cabovers from Seller as
follows:  Upon  receipt  of a payoff  letter  from the  lender on the  Cabovers,
Smithway  shall pay the lender up to $114,000 of the total  amount due to retire
all obligations for both Cabovers and Seller shall pay the remainder, if any and
convey  title to the  Cabovers to Smithway  free and clear of all liens.  If the
amount  required  to retire the  obligations  and convey free and clear title is
greater than  $114,000 for both  Cabovers,  (a) Seller may pay the remainder and
Smithway  shall  complete the purchase or (b) Seller may retain the Cabovers and
Smithway  shall have no obligation or liability  whatsoever  with respect to the
Cabovers.  If the payoff  amount is not known at Closing,  Smithway may rent the
Cabovers from Closing until November 2, 1996, for $44 each per day.


                                        2

<PAGE>




       7. Inspections and Inventory.  Under Section 2.13 of the Main Agreement,
the parties have agreed to certain  Inspections  of Tractors,  Trailers,  Leased
Tractors, and Leased Trailers, the majority of which will occur within the three
(3) business days after  Closing.  The parties also intend to conduct a physical
count of  certain  inventory  listed  on  Exhibit B to the Main  Agreement.  For
purposes of Closing,  the inventory purchase price is assumed to be $179,663.12,
which  shall be paid at closing  but shall be  adjusted  to be an actual  amount
following a physical count as promptly as possible after Closing. The settlement
of (a) the inventory  adjustment and (b) the payment of any aggregate Adjustment
Amount by Seller shall be held on or before November 2, 1996.

     8. Prepaid  Licenses.  The amount of the payment by Smithway  under Section
2.5 of the Main Agreement shall be $15,240.

        9.        Driver Assets.

                 A. Seller has  permitted  drivers to have pets on board certain
         Tractors  and  Leased  Tractors  if such  drivers  pay a $500  deposit.
         Smithway does not permit  drivers to have pets.  As a driver  retention
         incentive  Smithway will  "grandfather"  existing drivers and pets that
         have paid  deposits and will permit any drivers with pets that have not
         yet paid  deposits to become  "grandfathered"  by making a $500 deposit
         with  Smithway.  Seller  will  transfer  all  deposits  to  Smithway at
         Closing.

                 B. All  driver-owned  toolboxes  will be left on  Tractors  and
         Leased  Tractors  and will be given to drivers if installed on tractors
         not being  purchased by Smithway.  All  Seller-owned  toolboxes  may be
         removed from Tractors and Leased Tractors by Seller.

       10. Deposit of Transfer  Documents and Purchase  Price.  The parties have
agreed to meet and execute  Closing  documents  on October 24,  1996.  They have
agreed that the Closing will be effective  at 12:01 a.m.  October 26, 1996.  The
Closing  deliveries of Seller and the Shareholders  shall be held by Scudder Law
Firm, P.C., until the effective time of the Closing,  and the Closing deliveries
of Smithway  and SMXC shall be held by Doug  Kettering  or wire  transferred  to
creditors October 25, 1996, until the effective time of the Closing. Scudder Law
Firm,  P.C.,  shall be authorized to deliver the respective  Closing  deliveries
held by it at or after the effective  time of the Closing unless it has received
notice of a breach of the Main Agreement by Seller or the Shareholders  prior to
such time.  Davenport,  Evans,  Hurwitz & Smith  L.P.,  shall be  authorized  to
deliver the respective  Closing  deliveries held by it at or after the effective
time of the  Closing  unless  it has  received  notice  of a breach  of the Main
Agreement by Smithway or SMXC prior to such time.

         11.  Auction.  Seller  has  stored  certain  non-rolling  stock  assets
(storage trailers and passenger trailers) at the rear of the Property.  Smithway
agrees that Seller may hold one auction on a mutually  acceptable weekend day to
dispose  of the  assets.  Seller  agrees  that  neither  the  auction,  nor  any
pre-auction  activities,  will disrupt Smithway's business, and Seller agrees to
arrange  all  the  auction  and  related  activities  to  prevent  any  business
disruption.  The rights granted  hereunder do not afford the right to use any of
the physical structures on the Property.



                                        3

<PAGE>


       12.  Counterparts.  This  Amendment  may be  executed  in any  number  of
counterparts  and any party  hereto may  execute any such  counterpart,  each of
which when executed and  delivered  shall be deemed to be an original and all of
which  counterparts  taken  together  shall  constitute  but one  and  the  same
instrument.  This Amendment  shall become binding when one or more  counterparts
taken together  shall have been executed and delivered by the parties.  It shall
not be necessary in making proof of this Amendment or any counterpart  hereof to
produce or account for any of the other counterparts.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Amendment on the date first written.

MARQUARDT TRANSPORTATION, INC.,                     SMITHWAY MOTOR XPRESS, INC.,
a South Dakota corporation                          an Iowa corporation

By:---------------------------                      By:-------------------------
   Ralph Marquardt, President                       William G. Smith, President


------------------------------                      SMITHWAY MOTOR XPRESS CORP.,
Ralph Marquardt, Individually                       a Nevada corporation


------------------------------                      By:-------------------------
Lucille Marquardt, Individually                     William G. Smith, President


                                        4

<PAGE>