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                                                                  EXHIBIT 10.2




                          WAIVER AND CONSENT AGREEMENT


         THIS WAIVER AND CONSENT AGREEMENT ("this Agreement"), effective as of
December 31, 2001, but executed on March 22, 2002, is entered into by BOYD
BROTHERS TRANSPORTATION, INC, a Delaware corporation (the "Borrower"), and
AMSOUTH BANK, an Alabama banking corporation (the "Lender").

                                    RECITALS

         A.   The Borrower and the Lender have entered into a Credit Agreement
dated as of May 1, 2001, as amended (the "Credit Agreement").

         B.   The Borrower has requested that the lender enter into this
Agreement in order to grant certain consents and waivers with respect to the
Credit Agreement as hereinafter described.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual agreements of the parties hereto:

              1. The parties agree that capitalized terms used in this Agreement
and not otherwise defined herein have the respective meanings attributed thereto
in the Credit Agreement.

              2. The Lender consents to and waives the failure of the Borrower
to:

              (a) Not permit its ratio of EBITDA plus the Net Gain from the sale
of rolling stock to Interest Expense and Principal Maturities measured as of the
end of each June 30 and December 31 of each year for the previous four fiscal
quarters to be less than 1.25 to 1.0.

              3. This agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original and all of
which shall constitute the same instrument, but only one of which need to be
produced.

              4. The Borrower hereby represents and warrants that all
representations and warranties contained in the Credit Agreement are true and
correct as of the date hereof (except representations and warranties that are
expressly limited to an earlier date); and the borrower certifies that except
for those matters waived or consented to herein, no Event of Default nor any
event that, upon notice or lapse of time or both, would constitute and Event of
Default, has occurred and its continuing.

              5. Nothing contained herein shall be construed as a waiver,
acknowledgment or consent to any breach or Event of Default of the Credit
Agreement and the Credit Documents


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not specifically mentioned herein, and the consents granted herein are effective
only in the specific instance and for the purposes which given.

              6. This Agreement shall be governed by the laws of the State of
Alabama.

              IN WITNESS WHEREOF, each of the Borrower and the Lender has caused
this Agreement to be executed by its duly authorized officer as of the day and
year first above written.


BOYD BROTHERS TRANSPORTATION, INC.             AMSOUTH BANK



BY: /s/ Aubrey Baugh III                       BY: /s/ Paul Walker
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ITS: /s/ Vice President                        ITS: /s/ Vice President
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