<PAGE>
                                                                    EXHIBIT 10.7


                                AMENDMENT TO THE
                             FORWARD AIR CORPORATION
                     NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


         This is an Amendment of the Forward Air Corporation Non-Employee
Director Stock Option Plan (the "Plan"). Under Section 7 of the Plan, the Board
of Directors (the "Board") is authorized to amend the Plan, with the approval of
the shareholders of the Company. Accordingly, the Board hereby amends the Plan
effective as stated below in the following particulars.

                                       1.

         SECTION 2 OF THE PLAN IS AMENDED BY DELETING SUCH SECTION IN ITS
ENTIRETY AND REPLACING IT WITH THE FOLLOWING NEW SECTION 2:

                  SECTION 2. ADMINISTRATION.

                  Responsibility and authority to administer and interpret the
                  provisions of the Plan shall be conferred upon the Company's
                  Board of Directors (the "Board"). The Board may employ
                  attorneys, consultants, accountants or other persons, and the
                  Board, the Company and its officers shall be entitled to rely
                  upon the advice, opinions or valuations of any such persons.
                  All usual and reasonable expenses of the Board shall be paid
                  by the Company. All actions taken and all interpretations and
                  determinations made by the Board in good faith shall be final
                  and binding upon all recipients who have received awards, the
                  Company and other interested persons. Notwithstanding the
                  foregoing, the Board shall have no discretion with respect to
                  the amount, price and timing of the awards. No member of the
                  Board shall be personally liable for any action, determination
                  or interpretation taken or made in good faith with respect to
                  the Plan or awards made hereunder, and all members of the
                  Board shall be fully indemnified and protected by the Company
                  in respect of any such action, determination or
                  interpretation.

                                       2.

         SECTION 5(a) OF THE PLAN IS AMENDED BY DELETING SUCH SECTION IN ITS
ENTIRETY AND REPLACING IT WITH THE FOLLOWING NEW SECTION 5(a):

                  (a) Options to purchase up to seven hundred thousand (700,000)
                  shares of Common Stock may be granted hereunder. In the event
                  that any Option granted hereunder expires unexercised or is
                  canceled, surrendered, or terminated without being exercised,
                  in whole or in part, for any reason, then the number of shares
                  of Common Stock theretofore subject to such Option which
                  expired or were canceled, surrendered or terminated without



                                       1

<PAGE>


                  being exercised shall be added to the remaining number of
                  shares of Common Stock for which Options may be granted
                  hereunder. The Board shall appropriately adjust the number of
                  shares for which Options may be granted pursuant to the Plan
                  in the event of reorganization, recapitalization, stock split,
                  reverse stock split, stock dividend, exchange or combination
                  of shares, merger, consolidation, rights offering, or any
                  change in capitalization of the Company.

                                       3.

         SECTION 5(c) OF THE PLAN IS AMENDED BY DELETING SUCH SECTION IN ITS
ENTIRETY AND REPLACING IT WITH THE FOLLOWING NEW SECTION 5(c):

                  (c) The exercise price per share for each Option granted under
                  the Plan shall be 100% of the Fair Market Value (as defined
                  below) of a share of Common Stock as of the date of grant.
                  "Fair Market Value" as of a given date for purposes of the
                  Plan and any Option Agreement means (i) the closing sales
                  price for the shares on the NASDAQ-NMS or any national
                  exchange on which shares of Common Stock are traded on such
                  date (or if such market or exchange was not open for trading
                  on such date, the next preceding date on which it was open);
                  or (ii) if the Common Stock is not listed on the NASDAQ-NMS or
                  on an established and recognized exchange, such value as the
                  Board, in good faith, shall determine based on such relevant
                  facts, which may include opinions of independent experts, as
                  may be available to the Board.

                                       4.

         ALL PARTS OF THE PLAN NOT INCONSISTENT HEREWITH ARE HEREBY RATIFIED AND
CONFIRMED.


         This Amendment to the Plan is adopted to be effective as of the
approval of said amendment by the shareholders of the Company, and the Company
has caused this Amendment to be executed by its duly authorized officer.

                                         FORWARD AIR CORPORATION


                                         By: /s/ Andrew Clarke
                                         Name: Andrew Clarke
                                         Title: CFO




                                       2