November 10, 2003




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: Seventh 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  ("Lender")
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 Lender 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 Lender  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:

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Smithway Motor Xpress, Inc.
East West Motor Express, Inc.
November 10, 2003
Page 2

     (a) The  definition of "Maximum Loan Limit" set forth in Paragraph 1 of the
Agreement  is deleted in its entirety and the  following is  substituted  in its
place:

          "Maximum Loan Limit" shall mean Twenty-Five Million and No/100 Dollars
          ($25,000,000.00).

     (b)  Subsection  2(a) of the  Agreement  is deleted in its entirety and the
following is substituted in its place:

          2.   LOANS.

          (a) Revolving Loans.

               Subject to the terms and  conditions  of this  Agreement  and the
               Other Agreements,  during the Original Term and any Renewal Term,
               Lender shall, absent the occurrence of an Event of Default,  make
               revolving  loans  and  advances  to  Borrowers'  (the  "Revolving
               Loans")  in an  amount up to the sum of the  following  sublimits
               (the "Revolving Loan Limit"):


               (i)  Up to eighty-five  percent (85%), or such lesser  percentage
                    as determined by Lender in its sole discretion determined in
                    good faith,  of the face  amount  (less  maximum  discounts,
                    credits and  allowances  which may be taken by or granted to
                    Account  Debtors in  connection  therewith  in the  ordinary
                    course  of  Borrowers'   business)  of  Borrowers'  Eligible
                    Accounts  (consisting solely of Eligible Accounts other than
                    those set forth at subsection (ii) immediately below); plus

               (ii) Up to eighty-five  percent (85%), or such lesser  percentage
                    as determined by Lender in its sole discretion determined in
                    good faith,  of the face  amount  (less  maximum  discounts,
                    credits and  allowances  which may be taken by or granted to
                    Account  Debtors in  connection  therewith  in the  ordinary
                    course of Borrowers' business) of Borrowers' Eligible

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Smithway Motor Xpress, Inc.
East West Motor Express, Inc.
November 10, 2003
Page 3

                    Accounts  (consisting  solely of Accounts which are unbilled
                    for  three  (3) days or less) or Two  Million  Five  Hundred
                    Thousand and No/100  Dollars  ($2,500,000.00),  whichever is
                    less; plus

               (iii) Intentionally Omitted; minus

               (iv) such  reserves  as  Lender  elects,  in its sole  discretion
                    determined in good faith to establish from time to time;

                    provided,  that the  Revolving  Loan Limit shall in no event
                    exceed    Twenty-Five    Million    and    No/100    Dollars
                    ($25,000,000.00) less the then-outstanding principal balance
                    of the Term  Loans  (the  "Maximum  Revolving  Loan  Limit")
                    except as such amount may be  increased  or,  following  the
                    occurrence of an Event of Default,  decreased by Lender,  in
                    its sole discretion.

                         The aggregate unpaid principal balance of the Revolving
                    Loans  shall not at any time  exceed  the  lesser of the (i)
                    Revolving Loan Limit minus the Letter of Credit  Obligations
                    and (ii) the Maximum  Revolving  Loan Limit minus the Letter
                    of  Credit  Obligations.  If at  any  time  the  outstanding
                    Revolving  Loans exceeds  either the Revolving Loan Limit or
                    the Maximum  Revolving  Loan  Limit,  in each case minus the
                    Letter  of  Credit  Obligations,   or  any  portion  of  the
                    Revolving Loans and Letter of Credit Obligations exceeds any
                    applicable   sublimit   within  the  Revolving  Loan  Limit,
                    Borrowers  shall  immediately,  and without the necessity of
                    demand  by  Lender,  pay to  Lender  such  amount  as may be
                    necessary  to  eliminate  such excess and Lender shall apply
                    such  payment  to the  Revolving  Loans  to  eliminate  such
                    excess.

                         Each Borrower  hereby  authorizes  Lender,  in its sole
                    discretion,  to charge any of such  Borrower's  accounts  or
                    advance  Revolving  Loans to make any payments of principal,
                    interest, fees,

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Smithway Motor Xpress, Inc.
East West Motor Express, Inc.
November 10, 2003
Page 4

                    costs or expenses  required to be made under this  Agreement
                    or the Other Agreements.

                         A request for a  Revolving  Loan shall be made or shall
                    be  deemed to be made,  each in the  following  manner:  the
                    Borrower  requesting  such  Revolving Loan shall give Lender
                    same day notice, no later than 10:30 A.M. (Chicago time) for
                    such day, of its  request  for a  Revolving  Loan as a Prime
                    Rate  Loan.  In  the  event  that  a  Borrower  maintains  a
                    controlled   disbursement  account  at  Lender,  each  check
                    presented for payment against such  controlled  disbursement
                    account and any other charge or request for payment  against
                    such  controlled  disbursement  account  shall  constitute a
                    request  for a  Revolving  Loan as a Prime Rate Loan.  As an
                    accommodation  to  Borrowers,  Lender may  permit  telephone
                    requests for Revolving  Loans and electronic  transmittal of
                    instructions,   authorizations,  agreements  or  reports  to
                    Lender by Borrowers.  Unless a Borrower specifically directs
                    Lender in writing  not to accept or act upon  telephonic  or
                    electronic  communications from such Borrower,  Lender shall
                    have  no  liability  to  Borrowers  for any  loss or  damage
                    suffered by a Borrower  as a result of Lender's  honoring of
                    any requests, execution of any instructions,  authorizations
                    or agreements or reliance on any reports  communicated to it
                    telephonically or electronically and purporting to have been
                    sent to Lender by a Borrower  and Lender  shall have no duty
                    to  verify  the  origin  of any  such  communication  or the
                    authority of the Person sending it.

                         Each Borrower hereby  irrevocably  authorizes Lender to
                    disburse the proceeds of each  Revolving  Loan  requested by
                    such  Borrower,  or deemed to be requested by such Borrower,
                    as follows:  the proceeds of each  Revolving  Loan requested
                    under  Section  2(a) shall be  disbursed by Lender in lawful
                    money  of  the  United  States  of  America  in  immediately
                    available  funds,  by wire  transfer or  Automated  Clearing
                    House (ACH) transfer to such

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Smithway Motor Xpress, Inc.
East West Motor Express, Inc.
November 10, 2003
Page 5

                    bank  account  as may be agreed  upon by such  Borrower  and
                    Lender  from time to time,  or  elsewhere  if  pursuant to a
                    written direction from such Borrower.

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

          (iv) One-Time  Amendment Fee: Borrowers shall pay to Lender a one-time
               amendment  fee of Ten Thousand and No/100  Dollars  ($10,000.00),
               which fee shall be fully  earned and payable  upon  execution  of
               this Amendment.

     (d)  Section  10 of the  Agreement  is  deleted  in its  entirety  and  the
following is substituted in its place:

          10.  TERMINATION: AUTOMATIC RENEWAL.

               THIS  AGREEMENT  SHALL  BE  IN  EFFECT  UPON  EXECUTION  OF  THIS
               AMENDMENT  UNTIL JANUARY 1, 2005 (THE "ORIGINAL  TERM") AND SHALL
               AUTOMATICALLY  RENEW ITSELF FROM MONTH TO MONTH  THEREAFTER (EACH
               SUCH  ONE-MONTH  RENEWAL  BEING  REFERRED TO HEREIN AS A "RENEWAL
               TERM") unless (A) THE DUE DATE OF THE  LIABILITIES IS ACCELERATED
               PURSUANT TO SECTION 16 HEREOF; OR (B) A BORROWER OR LENDER ELECTS
               TO TERMINATE THIS AGREEMENT  EFFECTIVE AT THE END OF THE ORIGINAL
               TERM OR AT THE END OF ANY RENEWAL  TERM BY GIVING THE OTHER PARTY
               WRITTEN  NOTICE OF SUCH ELECTION AT LEAST FIFTEEN (15) DAYS PRIOR
               TO THE END OF THE ORIGINAL TERM OR THE THEN CURRENT  RENEWAL TERM
               IN WHICH CASE BORROWERS  SHALL PAY ALL OF THE LIABILITIES IN FULL
               ON THE  LAST  DAY OF SUCH  TERM.  If one or  more  of the  events
               specified  in clauses (a) and (b) occurs,  then (i) Lender  shall
               not make any additional  Loans on or after the date identified as
               the date on which the Liabilities are to be repaid; and (ii) this

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Smithway Motor Xpress, Inc.
East West Motor Express, Inc.
November 10, 2003
Page 6

               Agreement  shall  terminate  on  the  date  thereafter  that  the
               Liabilities  are paid in full.  At such  time as  Borrowers  have
               repaid all of the  Liabilities and this Agreement has terminated,
               Borrowers  shall  deliver  to  Lender  a  release,  in  form  and
               substance   satisfactory  to  Lender,   of  all  obligations  and
               liabilities  of Lender and its  officers,  directors,  employees,
               agents,  parents,  subsidiaries and affiliates to such Borrowers,
               and if Borrowers are obtaining new financing from another lender,
               Borrowers shall deliver such lender's  indemnification of Lender,
               in form and substance  satisfactory  to Lender,  for checks which
               Lender  has  credited  to  such  Borrower's  account,  but  which
               subsequently  are  dishonored  for any  reason  or for  automatic
               clearinghouse or wire transfers not yet posted to such Borrower's
               account.

     (e)  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)  $10,000,000.00  at all times from  October  1, 2003  through
               December 31, 2003; (ii) $9,500,000.00 at all times from January1,
               2004 June 29, 2004;  (iii)  $9,750,000.00  at all times from June
               30, 2004 through  December 30, 2004; and (iv)  $10,250,000.00  at
               all times from  December 31, 2004 and  thereafter;  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

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Smithway Motor Xpress, Inc.
East West Motor Express, Inc.
November 10, 2003
Page 7

               on a basis consistent with the financial statement dated December
               31, 2002 except as set forth herein;

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

          (c)  Fixed Charge Coverage Ratio. Borrower hereby covenants and agrees
               not to  permit  the Ratio of  EBITDA  to Fixed  Charges  for each
               period set forth below to be less than the amount set forth below
               for such period:

               |------------------------------------------------|-------------|
               |                Period                          |   Amount    |
               |------------------------------------------------|-------------|
               |As of October 1, 2003 through June 30, 2004     | .80 to 1.0  |
               |------------------------------------------------|-------------|
               |------------------------------------------------|-------------|
               |As of July 1, 2004 through September 30, 2004   | .85 to 1.0  |
               |------------------------------------------------|-------------|
               |------------------------------------------------|-------------|
               |October 1, 2004 through December 31, 2004       | .90 to 1.0  |
               |------------------------------------------------|-------------|
               |------------------------------------------------|-------------|
               |January 1, 2005 and thereafter                  | 1.0 to 1.0  |
               |------------------------------------------------|-------------|
               |------------------------------------------------|-------------|
               |Each twelve month period thereafter ending on   | 1.0 to 1.0  |
               |the last day of each of Borrower's fiscal months|             |
               |------------------------------------------------|-------------|

     (g) Section 17 of the Agreement is amended to add the following provision:

          17.1 OTHER PROVISIONS.

               (a) Advances for Loans under this  Agreement  shall be subject to
               Lender having  determined that immediately after giving effect to
               (A) the making of the Loans,  including  without  limitation  the
               Term Loan and the Revolving Loans, if any,  requested to be made,
               (B) the  issuance of Letters of Credit,  if any,  requested to be
               made,  (C) the payment of all fees due upon such date and (D) the
               payment or reimbursement by Borrower to Lender for all

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Smithway Motor Xpress, Inc.
East West Motor Express, Inc.
November 10, 2003
Page 8

               closing  costs  and  expenses  incurred  in  connection  with the
               transactions  contemplated,  Borrower has Excess  Availability of
               not  less  than  Five  Hundred   Thousand   and  No/100   Dollars
               ($500,000.00).

     (e) Exhibit A of the Agreement is amended and restated as the First Amended
and Restated Exhibit A as attached hereto and made a part hereof.

     2. This  Amendment  shall become binding when fully executed by all parties
hereto, and shall be effective September 30, 2003.

     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  hereby is 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/ John Mostofi
                                         ---------------------------------
                                       Title: Sr VP

ACKNOWLEDGED AND AGREED TO
this 10th day of November, 2003:

SMITHWAY MOTOR XPRESS, INC.

By   /s/ G. Larry Owens
   ------------------------------------
     G. Larry Owens
Title: Executive Vice President & CFO

EAST WEST MOTOR EXPRESS, INC.

By   /s/ G. Larry Owens
   ------------------------------------
     G. Larry Owens
Title: Vice President


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Smithway Motor Xpress, Inc.
East West Motor Express, Inc.
November 10, 2003
Page 9


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 10, 2003

Smithway Motor Xpress Corp.

By   /s/ G. Larry Owens
   ------------------------------------
     G. Larry Owens
Title: Vice President
Date: November 10, 2003