SIMON TRANSPORTATION SERVICES INC.

        CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS
                     OF 600,000 SERIES I PREFERRED SHARES


         Simon Transportation Services Inc., a corporation organized under the
laws of the State of Nevada (hereinafter called the "Corporation"), in
accordance with Section 78.1955 of the Nevada General Corporation Law, does
hereby certify as follows:

       A. That pursuant to Article IV of the Articles of Incorporation of the
Corporation, the Corporation is authorized to issue 5,000,000 Preferred Shares,
par value one cent ($0.01) per share, and the Board of Directors of the
Corporation is expressly authorized to fix, to the extent permitted by Nevada
law and said Article IV the designation, description, and certain of the terms
with respect to each particular series of Preferred Shares.

       B. That the Equity Issuance Committee of the Board of Directors of the
Corporation, acting pursuant to the Corporation's Bylaws and the Nevada General
Corporation Law, by unanimous written consent dated June 30, 2001, duly adopted
a resolution authorizing the issuance of up to 600,00 shares of the
Corporation's one cent ($0.01) per share, authorized and unissued, Preferred
Shares designated as "Series I Preferred Shares", and fixed the preferences, and
relative, participating, optional, and special rights and limitations and
restrictions thereof as follows:

        1.        Voting  Rights.  Except as herein or by law expressly
provided,  each share of the Series I  Preferred  Shares shall have the right or
power to cast ten votes on any question or in any  proceeding  or to be
represented  at or to receive  notice of any meeting of the stockholders of the
Corporation.

        2.        Preference on Liquidation.

                 2.1 General. Subject to the remaining provisions of this
         Section 2, in the event of any liquidation, dissolution, or winding up
         of the affairs of the Corporation, whether voluntary or involuntary, or
         any reduction in its capital resulting in any distribution of assets to
         its stockholders, after payment or provision for payment of the debts
         and liabilities of the Corporation, the holders of the Series I
         Preferred Shares shall be entitled to receive, out of the remaining
         assets of the Corporation, the amount of $35.00 in cash for each of the
         Series I Preferred Shares they then hold, plus an amount equal to all
         dividends accumulated and unpaid on each such share through the date
         fixed for distribution, before any distribution shall be made to the
         holders of any Common Shares or any other class or series of capital
         shares of the Corporation ranking junior to the Series I Preferred
         Shares. If upon any liquidation, dissolution, or winding up of the
         affairs of the Corporation, whether voluntary or involuntary, the
         assets of the Corporation available for distribution to stockholders
         shall be insufficient to permit the payment to the holders of the
         Series I Preferred Shares of the aforesaid preferential amounts, then
         the entire assets of the Corporation shall be distributed ratably among
         the holders of the Series I Preferred Shares then outstanding according
         to the number of shares held by each.

                 2.2 Liquidation Defined. The purchase or redemption by the
         Corporation of shares of any class, in any manner permitted by law,
         shall not for the purpose of this Section be regarded as a liquidation,
         dissolution, or winding up of the Corporation or as a reduction of its
         capital. Neither the consolidation nor merger of the Corporation with
         or into any other corporation or corporations, nor the sale or transfer
         by the Corporation of all or any part of its assets, shall be deemed to
         be liquidation, dissolution, or winding up of the Corporation for the
         purposes of this section. A dividend or distribution to stockholders
<PAGE>
         from net profits or surplus earned after the date of any reduction of
         capital shall not be deemed to be a distribution resulting from such
         reduction in capital. No holder of Series I Preferred Shares shall be
         entitled to receive any amounts with respect thereto upon any
         liquidation, dissolution, or winding up of the Corporation other than
         the amounts provided for in Section 2.1.

                 2.3 No Restriction on Surplus. No provision of this Section 2
         shall in any manner, prior to any liquidation, dissolution, or winding
         up of the affairs of the Corporation, whether voluntary or otherwise,
         create or be deemed to create any restrictions upon the surplus of the
         Corporation or prohibit the payment of dividends on the capital shares
         of the Corporation out of the funds of the Corporation legally
         available therefor, nor shall any such restriction or prohibition be in
         any manner inferred from the provisions of this Section 2.

        3. Dividends. Dividends on each share of the Series I Preferred Shares
shall accrue quarterly at the rate of ten-percent per annum from the date of
issuance, based upon the $35.00 per share value. In the event the Corporation,
at any time subsequent to the date the Series I Preferred Shares becomes
convertible to Class A Common Shares pursuant to Section 4, shall pay to the
holders of Common Shares a dividend, the holders of Series I Preferred Shares
shall be entitled to receive the same kind and the same proportionate shares of
such property being paid as a dividend which they would have been entitled to
receive had their Series I Preferred Shares been converted immediately prior to
the record date for payment of such dividend.

        4.        Conversion.

                 4.1 Conversion Option. Upon written notice to the Corporation
         as described in Section 4.2.1., the holders of all issued and
         outstanding Series I Preferred Shares shall have the right to convert
         such Series I Preferred Shares into Class A Common Shares on the basis
         of one Series I Preferred Share for ten (10) fully paid and
         non-assessable Class A Common Shares of the Corporation exercisable at
         the earliest to occur of (i) September 30, 2001; (ii) the date
         immediately preceding any merger, consolidation, recapitalization,
         reorganization, or other similar transaction or series of transactions,
         whether or not the Corporation is the surviving corporation, in which
         the Moyes Children's Limited Partnership, Jerry Moyes, or Vickie Moyes,
         and their affiliates (the "Moyes Group") together beneficially own
         shares having the power to cast less than thirty percent of the votes
         entitled to be cast at meetings of stockholders; (iii) the date
         immediately preceding any sale of stock, tender offer, or other
         transaction or series of transactions in which any person, corporation,
         or other entity or group thereof, other than the Moyes Group (the
         "Acquiror"), acquires the beneficial ownership of shares of the
         Corporation's stock which, when added to any other shares, the
         beneficial ownership of which is held by the Acquiror, shall have more
         than fifty percent of the votes that are entitled to be cast at
         meetings of stockholders; or (iv) the date immediately preceding any
         sale of all or substantially all assets of the Corporation and its
         subsidiaries.

                 4.2       Terms and Provisions  Applicable to Conversion.
Conversion of Series I Preferred Shares shall be subject to the following
additional terms and provisions:

                          4.2.1 Any holder of Series I Preferred Shares
                  converting such Series I Preferred Shares into Class A Common
                  Shares shall surrender the certificate or certificates
                  representing the Series I Preferred Shares so to be converted,
                  duly endorsed to the Corporation or in blank, at the principal
                  office of the Corporation (or such other place as may be
                  designated by the Corporation), and shall give written notice
                  to the Corporation at said office that the certificates are
                  being submitted for conversion, setting forth the name or
                  names (with the address or addresses) in which the Class A
                  Common Shares are to be issued.
<PAGE>
                          4.2.2 As promptly as practicable after the surrender
                  for conversion of any Series I Preferred Shares, the
                  Corporation shall deliver or cause to be delivered at the
                  principal office of the Corporation (or such other place as
                  may be designated by the Corporation), to or upon the written
                  order of the holder of such Series I Preferred Shares,
                  certificates representing the Class A Common Shares issuable
                  upon such conversion, issued in such name or names as such
                  holder may direct. Series I Preferred Shares shall be deemed
                  to have been converted as of the date Certificates
                  representing the Class A Common Shares of the Corporation have
                  been issued, and the rights of the holders of such Series I
                  Preferred Shares shall cease at such time, and the person or
                  persons in whose name or names the certificates for such
                  shares are to be issued shall be treated for all purposes as
                  having become the record holder or holders of such Class A
                  Common Shares at such time.

                          4.2.3 The Corporation shall at the time of such
                  conversion pay to the holder of record of any Series I
                  Preferred Shares any accrued but unpaid dividends on said
                  Series I Preferred Shares so surrendered for conversion.

                          4.2.4 In the event that the Corporation shall at any
                  time subdivide or combine in a greater or lesser number of
                  outstanding Common Shares, the number of Common Shares
                  issuable upon conversion of the Series I Preferred Shares
                  shall be proportionately increased in the case of subdivision
                  or decreased in the case of a combination, effective in either
                  case at the close of business on the date when such
                  subdivision or combination shall become effective.

                          4.2.5 In the event that the Corporation shall be
                  recapitalized, consolidated with or merged into any other
                  corporation, or shall sell or convey to any other corporation
                  all or substantially all of its property as an entirety,
                  provision shall be made as part of the terms of such
                  recapitalization, consolidation, merger, sale, or conveyance
                  so that any holder of Series I Preferred Shares shall receive
                  in such transaction in lieu of the Class A Common Shares
                  otherwise issuable to it upon conversion of its Series I
                  Preferred Shares, but at the conversion ratio stated in
                  Section 4.1, the same kind and amount of securities or assets
                  as may be distributable upon such recapitalization,
                  consolidation, merger, sale, or conveyance, with respect to
                  the Class A Common Shares of the Corporation.

                          4.2.6 The Corporation shall at all times reserve and
                  keep available solely for the purpose of issue upon conversion
                  of Series I Preferred Shares, as herein provided, such number
                  of Class A Common Shares as shall be issuable upon the
                  conversion of all outstanding Series I Preferred Shares.

                          4.2.7 The issuance of certificates for Class A Common
                  Shares upon conversion of the Series I Preferred Shares shall
                  be made without charge for any tax in respect of such
                  issuance. However, if any certificate is to be issued in a
                  name other than that of the holder of record of the Series I
                  Preferred Shares so converted, the person or persons
                  requesting the issuance thereof shall pay to the Corporation
                  any amount of any tax which may be payable by the Corporation
                  in respect of any transfer involved in such issuance, or shall
                  establish to the satisfaction of the Corporation that such tax
                  has been paid or is not due and payable.

                          4.2.8 Upon conversion of the Series I Preferred Shares
                  to Class A Common Shares, the Series I Preferred Shares so
                  converted shall be deemed cancelled and returned to authorized
                  and unissued preferred shares, with no stated designation,
                  rights, or preferences.
<PAGE>
        5. Restrictions. Certificates evidencing ownership of the Series I
Preferred Shares are subject to stop transfer instructions issued by the
Corporation to the transfer agent prohibiting transfers thereof without
registration under the Securities Act of 1933 or unless an exemption from the
registration requirements of said Act is available in the opinion, addressed to
the Corporation, of counsel acceptable to the Corporation. Certificates
evidencing ownership of Series I Preferred Shares shall bear the following
legend:

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO ANY
         STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD OR OTHERWISE
         TRANSFERRED UNLESS SUCH ARE FIRST REGISTERED PURSUANT TO THE APPLICABLE
         FEDERAL AND STATE SECURITIES LAWS OR UNLESS THE COPORATION RECEIVES A
         WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY
         TO THE CORPORATION, THAT SUCH REGISTRATION IS NOT REQUIRED.

         IN WITNESS WHEREOF,  Simon  Transportation  Services Inc., has made
this  Certificate  under the hand of its President and its Secretary this 16th
day of August, 2001.

                                      SIMON TRANSPORTATION SERVICES INC.


                                      By: /s/ Kelle A. Simon
                                          --------------------------------------
                                          Kelle A. Simon, President


                                      By: /s/ Alban B. Lang
                                          --------------------------------------
                                          Alban B. Lang, Secretary


STATE OF UTAH                       )
                                    )       ss.
COUNTY OF  SALT LAKE                )
          --------------------------

         The foregoing  Certificate was acknowledged before me this 16th day of
August, 2001, by Kelle A. Simon,  President,  and Alban B. Lang, Secretary, of
Simon Transportation Services Inc., a Nevada corporation, on behalf of the
corporation.


                                          /s/ William J. Baker Jr.
                                              Notary Public
My Commission Expires:  March 11, 2003
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