SECOND AMENDMENT TO
                            ASSET PURCHASE AGREEMENT,
                         REAL ESTATE PURCHASE AGREEMENT,
                              AND COMMERCIAL LEASE

   This Second  Amendment  to Asset  Purchase  Agreement,  Real Estate  Purchase
Agreement,  and  Commercial  Lease (the  "Amendment")  is made  effective  as of
October 30, 1998, by and among JHT, Inc., a Minnesota corporation and subsidiary
of Smithway  Motor Xpress  Corp.,  as assignee of Smithway  Motor  Xpress,  Inc.
("Buyer");  Gone Fishing,  Inc., a Minnesota  corporation f/k/a JHT, Inc. ("Gone
Fishing"),  JHT LOGISTICS,  INC., a Minnesota  corporation  ("Logistics"),  Bass
Brook Truck Service,  Inc., a Minnesota  corporation ("Bass Brook"),  and JERDON
TERMINAL  HOLDINGS,  LLC  ("Jerdon"),  a  Minnesota  limited  liability  company
(individually a "Company" and together the  "Companies");  and Jerry H. Hammann,
Donna Hammann, Vicki Dunnell, Tammi Smith, and Jerry S. Hammann, shareholders or
members  of  the  Companies  (individually  a  "Shareholder"  and  together  the
"Shareholders").

                                    RECITALS

   The parties previously entered into that certain Asset Purchase Agreement and
Real Estate  Purchase  Agreement each dated  September 23, 1998  (together,  the
"Original  Agreements"),  that certain  Commercial  Lease dated October 29, 1998
(the  "Commercial  Lease"),  and that  certain  First  Amendment to the original
Agreements  dated  October 29, 1998 (the "First  Amendment",  together  with the
Commercial Lease and the Original Agreements, the "Agreements").  Certain events
have  transpired  since the execution of the Agreements that the parties wish to
reflect in writing.

                                      TERMS

   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:

   A. Amendment of Agreements. The provisions of this Amendment shall supplement
and amend the Agreements as specifically  stated herein.  If there is a conflict
between this Amendment and the Agreements,  this Amendment shall control. Except
as stated  herein,  the  Agreements  shall  continue  in full force and  effect.
Capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings ascribed in the Asset Purchase Agreement.

   B.   Purchase   and  Lease  of  Real   Estate.   Anything  to  the   contrary
notwithstanding, the Commercial Lease and First Amendment are amended to provide
that rent for Buyer's use of the Real Estate  shall be paid  monthly in arrears,
with the first payment for the period from October 30, 1998 through November 30,
1998,  being due on December 1, 1998,  and continuing on the first of each month
thereafter.  The Commercial Lease is amended to provide that the leased premises
is the Surface of the Real  Property  described  on Exhibit 1 to the Real Estate
Purchase Agreement (the "Premises" or "premises"). Lessor shall retain exclusive
ownership and control of the subsurface of such Real  Property.  For purposes of
the  Commercial  Lease,  "Surface"  shall include that part of the structures or
improvements  (including parking and driving areas) above the plane of the soil.
The term Surface shall not include, and Lessor shall retain ownership of, any


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soils, groundwater,  pollution, or other contamination, or any other solid, gas,
or liquid in the subsurface. The Lessee shall have an irrevocable license to use
the adjacent  subsurface of the Real Property for maintenance and repairs of the
Premises.  Lessee  shall  also  have an  irrevocable  license  to the use of the
foundation  or  other  support  below  the  structures  or  improvements  of the
Premises.

   C.  Removal  of  Underground   Storage   Tanks.   Anything  to  the  contrary
notwithstanding,  Gone Fishing  shall  re-assume,  as of October 30,  1998,  the
existing  contract  with  Independent  Petroleum  Service,  Inc.  with a date of
acceptance  of  September  15,  1998 by  delivery  of  written  notification  to
Independent  Petroleum Service, Inc. and shall receive the benefit of the $5,543
prepayment under such contract already made by Gone Fishing. Buyer shall pay the
Buyer Amount, as defined in the First Amendment, at the Real Estate Closing. The
Companies   shall  direct  and  control  the  removal  and  replacement  of  the
underground storage tanks located on the Real Property.  In connection with such
removal and replacement,  the Companies shall reasonably consider the advice and
wishes of Buyer and Buyer shall provide reasonable cooperation.

   D.  Indemnity  Supplement  in Addition  to  Indemnity  Obligations  Under the
Agreements.  The Companies and  Shareholders  shall  indemnify and hold harmless
Buyer from any and all  claims,  causes of  action,  suits,  judgments,  losses,
damages,  deficiencies,  obligations,  costs, and expenses  (including,  without
limitation, interest, penalties, and reasonable fees, and costs of attorneys and
other experts) (hereinafter, collectively referred to as "Claims") caused by the
presence,  release,  or threatened release of any Environmental  Constituent on,
to, or from the Real Property  (including  soils,  groundwater,  surface  water,
buildings  or  other  structures)  before  October  30,  1998 or  caused  by the
performance of the contract referred to in paragraph C hereof.  Without limiting
the generality of the foregoing,  the Companies and Shareholders shall indemnify
Buyer against any Claims caused by the conditions  identified (i) in the Phase I
Environmental Site Assessment prepared by American Engineering Testing, Inc. for
the  Scudder Law Firm,  or (ii) by GME  Consultants,  Inc.  in its initial  site
assessment and remedial  investigation.  As used herein, the term "Environmental
Constituent" means any pollutant,  contaminant,  foreign substance, or hazardous
substance,  and  shall  include  but not be  limited  to,  petroleum,  petroleum
products,  and substances identified or designated pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq.

   E. Schedule  Amendment.  The last page of Schedule A-1 to the Asset  Purchase
Agreement  is amended  to delete the  reference  to  trailer  #715,152,  and the
$25,000 in payment  thereof,  that was wrecked  prior to Closing.  The Companies
shall deliver to Buyer $25,000 in payment thereof.

   F. 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.
                          *****************************
                  Signature Page Entitled "Second Amendment To
            Asset Purchase Agreement, Real Estate Purchase Agreement,
                          and Commercial Lease" Follows
                          *****************************
                          


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                          *****************************

                      Signature Page to Second Amendment to
            Asset Purchase Agreement, Real Estate Purchase Agreement,
                              and Commercial Lease

                          *****************************

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


THE SHAREHOLDERS                   THE COMPANIES

                                   GONE FISHING, INC.,
                                   a Minnesota corporation

/s/ Jerry H. Hammann               By:/s/ Donna Hammann
------------------------------    ------------------------

Jerry H. Hammann, Individually     Donna Hammann, President


/s/Donna Hammann
------------------------
Donna Hammann, Individually         JHT LOGISTICS, INC.,
                                    a Minnesota corporation

/s/Vicki Dunnell                    By:/s/Donna Hammann
------------------------            ------------------------
Vicki Dunnell, Individually         Donna Hammann, President


/s/Tammi Smith
------------------------
Tammi Smith, Individually            BASS BROOK TRUCK SERVICE, INC., a Minnesota
                                     corporation

/s/Jerry Hammann                     By:/s/Jerry Hammann
------------------------             ------------------------
Jerry S. Hammann, Individually       Jerry H. Hammann, President

BUYER                                JERDON TERMINAL HOLDINGS, LLC, a Minnesota
                                     limited liability company
JHT, INC.
                                     By: /s/Jerry H. Hammann
                                     ------------------------
                                     Jerry H. Hammann, Manager
By:/s/William G. Smith, President
---------------------------------
William G. Smith, President

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