SMITHWAY MOTOR XPRESS CORP.

                     OUTSIDE DIRECTOR STOCK OPTION AGREEMENT


         THIS OUTSIDE DIRECTOR STOCK OPTION  AGREEMENT  ("Agreement") is made as
of July 27, 2000 ("Grant Date"),  between  Smithway Motor Xpress Corp., a Nevada
corporation (the "Company"), and the undersigned, a non-employee director of the
Company (the "Optionee").

                                   BACKGROUND

         The Company has determined  that to reward its  non-employee  directors
for their  contributions  to the profitable  growth of the Company,  the Company
should provide such directors a chance to participate financially in the success
of the Company by developing an equity  interest in it. By this  Agreement,  the
Company and the Optionee desire to establish the terms upon which the Company is
willing  to grant to the  Optionee,  and upon which the  Optionee  is willing to
accept from the Company, an option to purchase shares of Class A Common Stock of
the Company ("Common Stock").

                                   AGREEMENTS

         1.  Grant of Stock Option. Subject to the terms and  conditions in this
Agreement,  the  Company  grants  to the  Optionee  the right  and  option  (the
"Option")  to purchase  from the Company  all or any part of an  aggregate  four
thousand  (4,000)  shares of Common  Stock,  authorized  but unissued or, at the
option of the Company,  treasury stock if available (the "Option  Shares").  The
exercise  price for the Option  Shares  shall be $2.60 per share (the  "Purchase
Price"),  which is 85% of the  closing  price of the  Common  Stock on the Grant
Date, as reported by The Nasdaq Stock Market.

         2.  Exercise  of Option.  Subject to the terms and  conditions  of this
Agreement,  the Option may be exercised only by completing and signing a written
notice in substantially the following form:

                  I hereby  exercise  [all/part of] the option  granted to me by
                  Smithway  Motor  Xpress Corp.  on July 27, 2000,  and elect to
                  purchase _____________________ shares of the Company's Class A
                  Common Stock for $2.60 per share.

         3.  Exercise  and Term of Options.  The term of the Option shall be six
(6) years from the Grant Date.  The Option may be  exercised in whole or in part
with  respect to vested  shares at any time  during the term of the  Option.  No
fractional  shares  will be issued  upon  exercise  of the  Option  and,  if the
exercise results in a fractional interest,  an amount will be paid in cash equal
to the value of such  fractional  interest based on the fair market value of the
Common Stock on the date of exercise. The Option shall be deemed to be exercised
upon receipt by the Company  from the Optionee of written  notice of exercise as
set forth in Section 2,  accompanied  by full payment for the shares  subject to
such exercise.  To the extent  permitted by law, and consistent  with Rule 16b-3
under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),
Optionee, in lieu of paying the Purchase Price in full in cash, may make payment
in Common Stock already owned by the  Optionee,  or in the value of  surrendered
options to  purchase  Common  Stock which are then  exercisable,  valued at fair
market value on the date of exercise, as partial or full payment of the Purchase
Price. As soon as practicable  after receipt of full payment,  the Company

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shall deliver to the Optionee a certificate  or  certificates  representing  the
acquired shares of Common Stock.

         4.  Vesting.  The Option shall be 100% vested on the Grant Date.

         5.  Termination  of Option.  The  Option,  to the  extent  not  already
exercised, shall terminate upon the first to occur of the following dates:

                  (a)  Termination as a Director. If the Optionee ceases to be a
         director, unless such cessation occurs due to death or disability, then
         the Option  shall  terminate on the date thirty days after the date the
         Optionee ceases to be a director.

                  (b)  Disability.  In the  event  the  Optionee  is  unable  to
         continue to be a member of the Board of  Directors  of the Company (the
         "Board") as a result of his permanent and total  disability (as defined
         in Section  22(e)(3) of the Internal Revenue Code of 1986, as amended),
         he may  exercise  the  Option at any time  within  twelve  (12)  months
         following  the date he ceased to be a director,  but only to the extent
         he was  entitled to exercise it on the date he ceased to be a director.
         To the extent that he was not  entitled  to exercise  the Option on the
         date he ceased to be a director, or if he does not exercise such Option
         (which he was entitled to exercise)  within the time specified  herein,
         the Option shall terminate.

                  (c) Death. Unless otherwise provided in this Agreement, if the
         Optionee  dies  during  the  term  of the  Option,  the  Option  may be
         exercised at any time within  twelve (12) months  following the date of
         death, but only to the extent the Optionee was entitled to exercise the
         Option  on the  date of  death.  To the  extent  the  decedent  was not
         entitled  to  exercise  the  Option  on the  date of  death,  or if the
         Optionee's  estate,  or person who  acquired  the right to exercise the
         Option by bequest or inheritance,  does not exercise such Option (which
         he was  entitled to exercise)  within the time  specified  herein,  the
         Option shall terminate.

         6.  Adjustments. In the event of any stock split,  reverse stock split,
stock dividend,  business combination,  reclassification,  or similar event, the
number  of  Optioned   Shares  and  the  Purchase   Price  per  share  shall  be
proportionately  and appropriately  adjusted without any change in the aggregate
Purchase   Price  to  be  paid  therefor  upon  exercise  of  the  Option.   The
determination  by the Board as to the terms of any of the foregoing  adjustments
shall be conclusive and binding.

         7.  Acceleration  Upon  Certain  Changes.  In the event of the proposed
dissolution  or   liquidation  of  the  Company,   all  Options  will  terminate
immediately prior to the consummation of such proposed action,  unless otherwise
provided by the Board.  The Board may, in its sole discretion in such instances,
declare that any Option shall  terminate as of a date fixed by the Board. In the
event  of a  proposed  sale of all or  substantially  all of the  assets  of the
Company,  or the merger of the Company  with or into  another  corporation,  the
Option shall be assumed or an  equivalent  option shall be  substituted  by such
successor corporation or a parent or subsidiary of such successor corporation.

         8.  Notices.  Any notice to be given  under the terms of the  Agreement
("Notice")  shall be  addressed  to the  Company in care of its Chief  Executive
Officer at 2031 Quail  Avenue,  Fort Dodge,  Iowa 50501,  or at its then current
corporate headquarters. Notice to be given to the Optionee shall be addressed to
him or her by hand delivery or at his or her then current residential address as
appearing  on the  Company's  records.  Notice  shall be deemed  duly given when
enclosed in a properly sealed  envelope and deposited by certified mail,  return
receipt requested,  in a post office or branch post office regularly  maintained
by the United States Government.

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         9. Optionee Not a Stockholder. The Optionee shall not be deemed for any
purposes to be a  stockholder  of the Company  with respect to any of the Option
Shares  except to the extent that the Option has been  exercised,  payment made,
and a stock certificate issued.

         10. Disputes or Disagreements. The Optionee agrees, for himself and his
personal  representatives,  that any disputes or disagreements which arise under
or as a result of or pursuant to this Agreement shall be determined by the Board
in its sole discretion, and that any interpretation by the Board of the terms of
this Agreement shall be final, binding, and conclusive.

         11. Non-Transferability.  The Option granted pursuant to this Agreement
is not  transferable  by the  Optionee  other  than by will,  under  the laws of
descent and distribution,  or pursuant to a qualified  domestic relations order,
and is exercisable  during the  Optionee's  lifetime only by the Optionee or the
Optionee's  guardian  or legal  representative.  Any  transfer  contrary to this
Section 11 shall nullify the Option.

         12. Tax  Withholding.  The Company  shall be entitled if  necessary  or
desirable to pay or withhold the amount of any tax  attributable to the delivery
of the Option Shares under this  Agreement  after giving the person  entitled to
receive the Option Share notice as far in advance as practical,  and the Company
may defer  making  delivery of the Option  Shares if any such tax may be pending
unless and until indemnified to its satisfaction.

         13. Amendment  of this  Agreement.  The Board  may,  without  receiving
further  consideration  from the Optionee,  amend this  Agreement in response to
changes  in  securities  or  other  laws or  rules,  regulations  or  regulatory
interpretations  thereof  applicable  to this  Agreement or to comply with stock
exchange or market system rules or requirements.

         14. Conditions Upon Issuance of Shares.

                  (a) Common Stock shall not be issued  pursuant to the exercise
         of the Option  unless the  exercise of the Option and the  issuance and
         delivery  of  Common  Stock  pursuant  thereto  shall  comply  with all
         relevant   provisions  of  law,   including,   without  limitation  the
         Securities  Act of 1933,  as amended,  the Exchange  Act, the rules and
         regulations promulgated  thereunder,  and the requirements of any stock
         exchange or market  system  upon which the Common  Stock may be listed,
         and shall be further subject to the approval of counsel for the Company
         with respect to such compliance.

                  (b) As a condition to the  exercise of an Option,  the Company
         may require the  Optionee to  represent  and warrant at the time of any
         such exercise that the shares of Common Stock are being  purchased only
         for investment and without any present  intention to sell or distribute
         such  shares  if, in the  opinion of counsel  for the  Company,  such a
         representation is required or advisable.

                  (c) If the  Board  finds  it  desirable  because  of  legal or
         regulatory  requirements  to reduce the period during which Options may
         be  exercised,  the  Board  may,  in its  discretion  and  without  the
         Optionee's consent, so reduce such period on not less than fifteen (15)
         days'  written  notice to the  Optionee.  Inability  of the  Company to
         obtain  authority  from a regulatory  body having  jurisdiction,  which
         authority  is  deemed  by the  Company's  counsel  to be  necessary  or
         advisable  to  the  lawful  issuance  and  sale  of  any  Common  Stock
         hereunder, shall relieve the Company of any liability in respect of the
         failure to issue or sell such Common  Stock as to which such  requisite
         authority shall not have been obtained.

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         15. Legend on Stock Certificates: Unless Common Stock issued under this
Agreement  has been  previously  registered,  issued Common Stock shall bear the
following or similar legend:

         "The  securities   represented  by  this   certificate  have  not  been
         registered  under the  Securities Act of 1933 (the "1933 Act") or under
         the securities laws of any state and may not be transferred,  assigned,
         sold, or  hypothecated  unless a registration  statement under the 1933
         Act and the  applicable  state  laws  shall be in effect  with  respect
         thereto or an opinion of counsel  satisfactory to the corporation shall
         be  received  to the effect  that  registration  under the 1933 Act and
         applicable state securities laws is not required."

                                      SMITHWAY MOTOR XPRESS CORP.,
                                      a Nevada corporation


                                      By:---------------------------------------
                                          William G. Smith, Chairman, President,
                                          and Chief Executive Officer

                                      OPTIONEE

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                                      (Signature)


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                                      (Print Name)