AMENDMENT
                                       TO
                       OUTSIDE DIRECTOR STOCK OPTION PLAN

         This Amendment (this  "Amendment") to the Outside Director Stock Option
Plan (the "Plan") of Simon  Transportation  Services Inc., a Nevada  corporation
(the  "Corporation"),  is made this 5th day of October,  2000. All terms in this
Amendment shall have the meaning ascribed in the Plan,  unless otherwise defined
herein.

RECITALS

         WHEREAS,  the Board of Directors of the Corporation has determined that
         it is advisable  and in the best interest of the  Corporation  to amend
         the Plan.

         NOW THEREFORE,  the Plan is hereby  modified,  altered,  and amended as
follows:

         1.  All references to "Dick Simon Transportation Inc." shall be deleted
         and replaced with "Simon Transportation Services Inc."

         2.  Section 2.d. of the Plan is hereby amended  to  delete such section
         in its entirety and replace it with the following:

         d. "Fair  Market  Value"  shall mean the closing  price of the Stock on
         such date, as such price is reported by The Nasdaq Stock Market,  other
         over-the-counter  market,  or  stock  exchange,  as  applicable.  If no
         reported  quotation  or sale of the  Stock  takes  place on the date in
         question,  the  last  reported  closing  price  of the  Stock  shall be
         determinative.

         3.       Section 4 of the Plan is hereby amended to delete such section
         in its entirety and replace it with the following:
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         4.       Option Grants.

                  (a)  Immediately  after the Annual Meeting of  Stockholders of
                  the  Company  following  the fiscal year ended  September  30,
                  2000, an option to purchase five thousand (5,000) Shares shall
                  be granted to each non-employee  director serving on the Board
                  as of such date (the "2000 Annual Meeting Grants");  provided,
                  however,  that any  director  that has  received  a warrant to
                  purchase  shall not be  entitled  to receive  the 2000  Annual
                  Meeting Grants.

                  (b) Any individual  who first becomes a non-employee  director
                  after the 2000  Annual  Meeting  Grants  shall be  granted  an
                  Option to purchase five thousand (5,000) Shares as of the date
                  the individual becomes a non-employee director.

                  (c) On each  five-year  anniversary of the date the individual
                  became a  non-employee  director,  an  Option to  purchase  an
                  additional (5,000) Shares shall be granted to the non-employee
                  director; provided that the non-employee director continues to
                  serve on the Board as of such date.

                  (d) Each  Option  granted  pursuant  to this  Section  4 shall
                  become vested and exercisable in accordance with the following
                  schedule:

                  Vested Percentage
                     Of Option                         Date of Vesting
                       20%                      Date of Grant
                       40%                      1st Anniversary of Date of Grant
                       60%                      2nd Anniversary of Date of Grant
                       80%                      3rd Anniversary of Date of Grant
                      100%                      4th Anniversary of Date of Grant

                  (e) For purposes of this Plan,  "Date of Grant" shall mean the
                  date on which an Option is granted  pursuant to Section  4(a),
                  4(b), or 4(c).

         4.       Section  7(a)  of  the  Plan  is hereby amended to delete such
         section in its entirety and replace it with the following:

                  (a) The term of each  Option  shall be six (6) years  from the
                  Date of Grant thereof. All of the Shares subject to the Option
                  will become  vested and  exercisable  as  described in Section
                  4(d); provided,  however,  that the Board shall have the right
                  to accelerate  the vesting  schedule of any Option  previously
                  awarded to an Optionee. The vested portion of an Option may be
                  exercised  in whole or in part 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
                  Shares on the date of exercise.