Exhibit 10(r)
                    STOCK PURCHASE ASSISTANCE AGREEMENT

       THIS AGREEMENT is dated as of February 27, 1998 and is by and between
    OTR Express, Inc. (the "Company") and Gary J. Klusman, President and Chief
    Executive Officer of the Company ("Klusman").
1.Purpose.  The purpose of this Agreement is to promote the long-term
    interests of the Company and its stockholders by encouraging and assisting
    Klusman, as executive  officer of the Company, to make meaningful
    investments in the Common Stock of the Company so that, as stockholders, his
    views and interests will be identified with the views and interests of the
    other stockholders. Meaningful stock ownership will provide Klusman with an
    additional incentive to exert his best efforts to increase the value of
    the Company for the benefit of all stockholders.  This Agreement
    will also strengthen the Company's ability to retain Klusman, who has
    special competence to contribute to the Company's success.
2.Definitions.
    a."Bank" means a third party source of financing, such as a bank (including
    but not limited to HSBC Business Loans, Inc.), which has agreed to (and
    which does) loan money to Klusman for the purposes of his purchase of Common
    Stock.
    b."Board" means the Board of Directors of the Company.
    c."Cause" means any of the following:
       i.Klusman's willful malfeasance or misfeasance towards the Company or
           any Subsidiary of the Company;
       ii.Klusman's failure to discharge all or any material part of his duties
           or obligations to the Company as have been customarily performed by
           his position, after notice thereof and a reasonable opportunity to
           cure such failure;
       iii.Klusman's conviction of a misdemeanor involving moral turpitude or
           the conviction of any felony;
       iv.the commission by Klusman of any act of fraud, embezzlement,
           misappropriation of funds or breach of fiduciary duty against the
           Company, any Subsidiary of the Company or any customer, vendor or
           affiliate of the Company,  including but not limited to any acts of
           material personal enrichment of Klusman or affiliates of Klusman at
           the expense of the Company, any Subsidiary of the Company or any
           customer, vendor or affiliate of the Company;
       v.a failure to make timely Guaranty Payments when due under this
           Agreement or any other material breach by Klusman of this Agreement;
           or
       vi.a failure by Klusman to keep confidential the trade secrets and other
           material proprietary information of the Company.
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a."Change in Control" means the first to occur of any one of the events
    described below:
    i.A tender offer or exchange offer is made whereby the effect of such offer
           is to take over and control the affairs of the Company and such offer
           is consummated for the ownership of securities of the Company
           representing twenty-five percent (25%) or more of the combined voting
           power of the Company's then outstanding voting securities.
    ii.The Company is merged or consolidated with another corporation and, as a
           result of such merger or consolidation, less than fifty percent (50%)
           of the outstanding voting securities of the surviving or resulting
           corporation shall then be owned in the aggregate by the former
           stockholders of the Company other than affiliates
           within the meaning of the Securities Exchange Act of 1934, as amended
           (the "Exchange Act") or any party to such merger or consolidation.
    iii.The Company transfers substantially all of its assets to another
           corporation or entity that is not a wholly-owned subsidiary of the
           Company.
    iv.Any person or group (as such terms are used in Sections 13(d)(3) and
           14(d)(3) of the Exchange Act) is or becomes the beneficial owner,
           directly or indirectly, of securities of the Company representing
           twenty-five percent (25%) or more of the combined voting power of the
           Company's then outstanding securities, and that in
           related Schedule 13D/G filings such person or group has expressed the
           intention to take over and control the affairs of the Company.
    v.Any other event or series of events which, notwithstanding any other
           provisions of this definition, is determined by the Board to
           constitute a change in control of the Company for purposes of this
           Agreement.
a."Code" means the Internal Revenue Code, as amended.
b."Compensation Committee" means the Compensation Committee of the
    Board, or any successor committee thereto.
c."Common Stock" means the shares of common stock of the Company.
d."Company" means OTR Express, Inc., a Kansas corporation.
e."Disability" shall mean the physical or mental illness or incapacity of
    Klusman such that, in the judgment of a physician chosen or approved by
    the Company and specializing in the area of such physical or mental illness
    or disability, Klusman is unable to perform the essential
    functions of his employment with or without reasonable accommodation,
    for a period of at least three (3) consecutive months or for shorter periods
    totaling more than three (3) months during any period of six (6) months.
f."Guaranty" means the guaranty of payment of the principal and certain
    other amounts owing under the Loan, by the Company in favor of the Bank,
    as provided in the Guaranty executed by the Company in favor of the Bank.
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g."Loan" means the loan made by Bank to Klusman which is guarantied by the
    Company pursuant to this Agreement.
h."Agreement" means this Stock Purchase Assistance Agreement.
i."Principal Payment Reimbursement" means the periodic payment by the
    Company to Klusman of an amount, as incentive compensation, not greater
    than the amount of principal due and owing under the Loan for such period.
j."Subsidiary" means any corporation at least 80 percent of the outstanding
    voting stock of which is owned by the Company.
1.Administration on Behalf of Company.
a.The Compensation Committee.  The Compensation Committee shall be
    comprised of two or more members of the Board, all of whom shall be
    "disinterested persons" as defined in Rule 16b-3 under the Exchange Act
    and "outside directors" as that term is used in Section 162 of the Code
    and the regulations promulgated thereunder, but in any event
    consistent with the Bylaws of the Company and applicable Kansas
    corporate law.
b.Powers.  The Compensation Committee shall have full and exclusive
    discretionary power to interpret this Agreement on behalf of the Company
    and to determine eligibility for the Guaranty and Principal Payment
    Reimbursement and to make such other discretionary decisions as may be
    provided under this Agreement. 
1.Guaranty.
a.Benefit to Company.  The Board has determined that this Agreement may
    reasonably be expected to benefit the Company, in conformity with KSA
    17-6303 (or its successor provision).
b.Purpose of Guaranty.  The Company may Guaranty all or part of the
    principal amount of such Loans from time to time to Klusman to be used
    solely for the purpose of:
    i.Acquiring Common Stock at fair market value in open market transactions
       or at negotiated prices in private transactions;
    ii.Acquiring Common Stock upon the exercise of stock options granted under
       a stock option plan of, or otherwise by, the Company; or
    iii.Any combination of the above.
1.Loan/Guaranty Amount; General Terms.  
a.Klusman shall use his commercially reasonable efforts to obtain from a
    Bank a line of credit for, or loans in the aggregate original principal
    amount of $240,000 to provide funds to purchase Common Stock and for no
    other purpose.  If the Loan is approved by Klusman and the
    Compensation Committee, the Company shall offer to guaranty such Loan
    provided that the amount of the Loan does not exceed the fair market value
    of the shares of Common Stock to be purchased with the proceeds of the Loan,
    as determined at purchase, and in no event shall Klusman have outstanding
    Loans which are guaranteed by the Company
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    under this Agreement in excess of $240,000 original principal amount. 
    The Compensation Committee shall not approve any Loan unless such Loan is
    payable by Klusman over a term of six (6) years and shall be full recourse
    against Klusman and evidenced by a promissory note by Klusman to Bank.  
b.The Company shall not be a party or in any way construed as a lender or
    party under the Loan. Klusman shall be solely liable to Bank for payment
    of all principal, interest and charges under the Loan.
c.Each Guaranty shall be made only for such Loans which are reviewed and
    approved by both Klusman and the Compensation Committee.  Each Guaranty
    shall be in such form as is consistent with this Agreement and approved
    by the Compensation Committee.
d.In the event that the Company's collateral or other security arrangements
    in favor of the Bank respecting the Guaranty are terminated or released
    and Bank either desires (i) new or replacement collateral or other security
    arrangements or (ii) to declare a default under the
    Loan documents or be paid the Loan in full, the Company shall use its best
    commercially reasonable efforts to provide such new or replacement
    collateral or other security arrangements or to refinance the Loan (through
    another bank or directly by the Company), as the case may be.
1.Purchase of Common Stock with Loan Proceeds.  Upon Klusman obtaining a
    Loan which is guaranteed by the Company under this Agreement, Klusman shall
    purchase shares of Common Stock in the open market, in private transactions
    and/or upon exercise of Company stock options hitherto granted to Klusman.
    Any purchases of Common Stock under this Agreement shall be (A) personally
    negotiated by Klusman or his broker, without Company involvement, (B) made
    in compliance with the Company's "insider" trading policies, applicable
    securities laws and other laws and (C) reported, as applicable, pursuant
    to Section 16 of the Securities Act of 1933, as amended.  The Company does
    not make any guarantees or representations whatsoever as to the
    price or fair market value of any shares so purchased nor as to the future
    performance of the Company.  Klusman shall use his commercially reasonable
    efforts to fully invest all the Loan proceeds in the purchase of Common
    Stock prior to June 10, 1998 but for purposes only of determining the
    reasonableness of such efforts, Klusman shall not have any obligation to
    purchase Common Stock at greater than $9.00 per share.  Any amounts
    available under the Loan which are not invested in the purchase of Common
    Stock by June 10, 1998 shall not deemed loaned to Klusman and shall not be
    subject or beneficiary of any Guaranty by the Company.
2.Principal Payment Reimbursement; Other Payments.  
a.For each full Principal Payment Reimbursement period (quarterly or
    annually, as determined by the Compensation Committee) as Klusman is
    employed by the Company in an officer position, the Company shall make
    payments to Klusman (or directly to the Bank, if instructed by Klusman but
    if Klusman is in default under the Loan, then if instructed by
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    the Bank) of an amount of Principal Payment Reimbursement equal to the
    amount of principal scheduled due and owing to the Bank under the Loan for
    such period (e.g., if Klusman has a 6 year loan with principal payable in
    equal installments of $40,000, on February 27 of every year, the Company's
    Principal Payment Reimbursement would equal such installments assuming
    continuing eligibility throughout such periods).  Upon
    Klusman's receipt of any such payment, he shall apply such funds to the
    payment of the principal amount of the Loan to which it relates (unless
    he has already made such Loan payment from personal or other sources).  
b.If Klusman ceases to be so employed by the Company in an officer position
    (for whatever reason), dies or experiences Disability, Klusman and (as
    required by the Guaranty) the Company shall give notice thereof to the
    Bank; further, the Company's obligation to make Principal Payment
    Reimbursement payments shall thereupon immediately cease and terminate.
c.If Klusman's employment is terminated by the Company without Cause (or
    if there is a Change of Control of the Company and Klusman's employment
    with the Company or a successor entity is terminated by the Company or
    such successor entity without Cause after such Change of Control), then
    the Company (or such successor) shall pay, directly to the Bank,
    the balance of principal amount outstanding (if any) at such termination
    on Klusman's Loan for the benefit of Klusman (which amount may be taxable
    to Klusman as compensation) provided that contemporaneously with such
    payment (i) the Bank shall execute and deliver to the Company (and/or
    such successor) a termination of the Guaranty and a release of the Company
    (or such successor) from any and all obligations thereunder and (ii) Klusman
    executes and delivers to the Company (and/or such successor) a comprehensive
    release of claims, including any employment related claims,
    that are or may be alleged by Klusman, his representatives and heirs
    against the Company (and/or such successor).
1.Reimbursement Obligation of Klusman. 
a.In the event that Klusman defaults on the Loan or otherwise entitles Bank
    to make demand for payment to the Company under the Guaranty and the Bank
    does in fact make such demand and the Company does in fact make payment
    to the Bank therefor (in any partial or full amount, a "Guaranty Payment"),
    then Klusman hereby irrevocably agrees to make payment to the Company a
    money amount equal to the Guaranty Payment (the "Guaranty Reimbursement")
    no later than fifteen (15) days after written demand by the Company
    therefor provided that the Company is not then in default with respect to
    Section 7 of this Agreement.
b.The Guaranty Reimbursement may be made (i) by cash payment (or wire
    transfer) made by Klusman to the Company and to the extent payment by (i)
    is not timely made, (ii) by offset
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    or credit to the Company against any amount or amounts (dollar for dollar)
    that it indisputably and duly owes to Klusman (or, at the Company's sole
    discretion, will owe in the future, but in no way obligating the Company
    to continue Klusman's employment, accrue such amounts or mitigate its
    damages), including those amounts related to or in
    connection with wages, compensation, expense reimbursement, Principal
    Payment Reimbursement and any other amounts howsoever derived.
1.Failure to Make Guaranty Reimbursement.  If the Guaranty Reimbursement
    is not timely paid or satisfied in full as described in Section 8(b), then
    (i) such deficient amount shall accrue, and Klusman shall owe to the
    Company, interest per annum (360 day year) thereon at the prime rate
    (as reported in the Wall Street Journal with regard to large money center
    banks) plus two percent (2%) compounded quarterly until paid in full and
    (ii) such nonpayment shall entitle the Company, at its discretion, to
    terminate the employment (whether or not under any written employment
    contract) of Klusman for "Cause" and without any obligation to make
    further or subsequent payments to Klusman (as salary, bonus, severance
    compensation or otherwise but excluding accrued and unpaid compensation).
2.Security for Guaranty.  
    a.Klusman's obligations to make the Guaranty Reimbursement shall be
       secured by the pledge, subject to any prior or senior pledge in favor
       of the Bank relating to the Loan applicable to such Guaranty, of those
       shares of Common Stock acquired with the proceeds of the Loan.  Such
       pledge shall be evidenced by a pledge agreement executed by
       Klusman in favor of the Company, in form satisfactory to Company's
       counsel.  To the extent permissible under the Loan, shares of Common
       Stock so pledged shall, from time to time, be physically delivered to
       the Company, together with a stock power endorsed in blank by Klusman
       in favor of the Company and such other documentation as the Company,
       with advice of counsel, may request.  
    b.Except for shares released under Section 10(c), Klusman shall not pledge,
       hypothecate, grant a security interest in or otherwise transfer, sell
       or assign any of the shares of Common Stock acquired with the proceeds
       of the Loan to any person or entity except to the Bank
       (but only in connection with such Loan) or the Company (in connection
       with such Guaranty), and any such prohibited action shall be void and
       of no effect against the Bank and the Company.
    c.On an annual basis, the Company shall release from any first and prior
       pledge (not subject to the pledge favoring the Bank) it holds (if any)
       that number of shares (to the nearest 100 shares) of Common Stock, if
       any, of a value in excess of 150% of the amount of the maximum Guaranty
       Reimbursement that exists and could theoretically still then arise
       under this Agreement.  For example, if the maximum Guaranty
       Reimbursement that exists and could theoretically still then arise under
       this Agreement is $100,000 and the
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       Company has a first and prior pledge of Common Stock worth $200,000,
       the Company would release Common Stock worth $50,000 from such pledge.
       It is understood that the Bank may have a first and prior pledge in all
       shares of Common Stock acquired by Klusman under the Bank's Loan until
       full and final payment thereof, and therefor this subsection may never
       provide for release of any such shares.
1. Obligation to Hold Shares.  For
    so long as Klusman is employed by the Company, he agrees not
    to sell, transfer or assign any of the shares of Common Stock purchased
    under Loans made in connection with this Agreement (and free of any
    pledge benefiting the Bank or the Company) except (a) for 25% of such
    shares and (b) as the Compensation Committee or Company may
    permit him to do, in their discretion, because of a financial hardship
    incurred by Klusman.
2.Tax Withholding.  The Company may make such withholding and take such
    action as may be necessary or appropriate to satisfy tax withholding
    requirements for any federal, state or local laws or regulations in
    connection with the Guaranty and any payments provided for herein.
3.General Provisions.
    a.No Right to Employment. Klusman shall not have any claim or right to be
       retained in the employment of the Company or a Subsidiary by reason
       of this Agreement or any Guaranty or Loan to him.
    b.Compliance With Laws.  No Guaranty or payment shall be made hereunder
       unless counsel for the Company shall be satisfied that such Guaranty
       or payment will be in compliance with all applicable federal, state,
       and local laws.
    c.Agreement Expenses.  The expenses of this Agreement and its
       administration shall be borne by the Company.
    d.Agreement Not Funded.  This Agreement shall be unfunded.  The Company
       shall not be required to establish any special or separate fund or to
       make any other segregation of assets to assure the making of any
       Guaranty or payment under this Agreement.
    e.Acceptance of Actions Taken Under Agreement.  By accepting a Guaranty
       under this Agreement, Klusman shall be deemed conclusively to have
       indicated his acceptance and consent to any action taken under this
       Agreement by the Company, the Board, or the Compensation Committee.
    f.Reports.  The appropriate officers of the Company shall cause to be filed
       any reports, returns, or other information regarding Guaranties and
       payments hereunder, as may be required by any applicable statute, rule,
       or regulation.
    g.Governing Law.  The validity, construction, and effect of this Agreement,
       and any actions relating to this Agreement, shall be determined in
       accordance with the laws of the State of Kansas and applicable federal
       law.
    h.Successors and Assigns of Klusman.  This Agreement shall be binding, upon
       all successors and permitted assigns of Klusman. including, without
       limitations his estate,
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       the personal representative, executor, administrator, or trustee of such
       estate, or any trustee in bankruptcy or representative of his creditors.
    i.Amendment of this Agreement.  This Agreement may not be modified or
       amended except by a writing executed by all parties hereto.
    j.Effective Date of Agreement.  This Agreement shall be effective as of the
       date hereof but subject to the approval of the stockholders of the
       Company if required by applicable law, the certificate of incorporation
       or bylaws of the Company or applicable SEC or Nasdaq regulations.


IN WITNESS WHEREOF, each of the parties have executed this Agreement
intending to be bound thereby.


                                              /s/ Gary J. Klusman
                                              Gary J. Klusman


                                              OTR Express, Inc.


                                        By:   /s/William P.Ward
                                        Name:  William P. Ward
                                        Title:    Chairman of the Board
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