April 15, 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:  Fifth 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:

<PAGE>
Smithway Motor Xpress, Inc.
April 15, 2003
Page 2


          (a) 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  APRIL 1, 2004 (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
                    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 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.


<PAGE>
Smithway Motor Xpress, Inc.
April 15, 2003
Page 3


          (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)  $12,000,000.00  at all times from January
                    1, 2003 through June 30, 2003;  (ii)  $13,000,000.00  at all
                    times from July 1, 2003 through  December  31,  2003;  (iii)
                    $14,000,000.00  at all times from  January  1, 2004  through
                    December 31, 2004, and (iv) 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  December  31,  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 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:

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Smithway Motor Xpress, Inc.
April 15, 2003
Page 4

               --------------------------------------------------------------
                                Period                             Amount
               --------------------------------------------------------------
                As of April 1, 2003 through April 30, 2003        1.0 to 1.0
               --------------------------------------------------------------
               --------------------------------------------------------------
                As of April 1, 2003  through May 31, 2003         1.0 to 1.0
               --------------------------------------------------------------
               --------------------------------------------------------------
                As of April 1, 2003 through June 30, 2003         1.0 to 1.0
               --------------------------------------------------------------
               --------------------------------------------------------------
                As of April 1, 2003 through July 31, 2003         1.0 to 1.0
               --------------------------------------------------------------
               --------------------------------------------------------------
                From April 1, 2003 through August 31, 2003        1.0 to 1.0
               --------------------------------------------------------------
               --------------------------------------------------------------
                From April 1, 2003 through September 30, 2003     1.0 to 1.0
               --------------------------------------------------------------
               --------------------------------------------------------------
                As of April 1, 2003 through October 31, 2003      1.0 to 1.0
               --------------------------------------------------------------
               --------------------------------------------------------------
                From April 1, 2003 through November 30, 2003      1.0 to 1.0
               --------------------------------------------------------------
               --------------------------------------------------------------
                From April 1, 2003 through December 31, 2003      1.0 to 1.0
               --------------------------------------------------------------
               --------------------------------------------------------------
                As of April 1, 2003 through January 31, 2004      1.0 to 1.0
               --------------------------------------------------------------
               --------------------------------------------------------------
                From April 1, 2003 through February 29, 2004      1.0 to 1.0
               --------------------------------------------------------------
               --------------------------------------------------------------
                From April 1, 2003 through March 31, 2004         1.0 to 1.0
               --------------------------------------------------------------
               --------------------------------------------------------------
                Each  twelve  month  period  thereafter           1.0 to 1.0
                ending on the last day of each of
                Borrower's fiscal months
               --------------------------------------------------------------

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Smithway Motor Xpress, Inc.
April 15, 2003
Page 5


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

     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/ John Mostofi
                                      ------------------------------
                                   Title     Sr VP
                                        ----------------------------



ACKNOWLEDGED AND AGREED TO
this ____ day of April, 2003:

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


<PAGE>
Smithway Motor Xpress, Inc.
April 15, 2003
Page 6


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: April 15th, 2003

Smithway Motor Xpress Corp.

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

Title: Vice President

Date: April 15th, 2003