Exhibit 10(r)






                     CREDIT RESTRUCTURE AGREEMENT



                            By and among


                          OTR Express, Inc.


                                 and


                        PACCAR Financial Corp.



                        As of October 1, 2000





                         TABLE OF CONTENTS

Page

RECITALS                                                        1

1.0   PARTIES                                                   1

2.0   ACKNOWLEDGEMENT OF THE EXISTING INDEBTEDNESS; CLAIMS      1

3.0   RESTRUCTURE OF THE INDEBTEDNESS                           2
      3.1   Restructuring of Contracts                          2
      3.2   Collateral                                          4
      3.3   Documentation                                       4
      3.4   Prepayment                                          4

4.0   CONVENANTS BY OTR                                         5

5.0   REPRESENTATIONS AND WARRANTIES                            6

6.0   CLOSING DATE                                              7

7.0   RELEASE OF ALL CLAIMS                                     7

8.0   REVIVAL CLAUSE                                            8

9.0   CONDITIONS PRECEDENT TO PFC'S OBLIGATIONS                 8

10.0   POST-CLOSING OBLIGATIONS                                 9

11.0   DEFAULT                                                  9

12.0   RIGHTS AND REMEDIES OF PFC UPON DEFAULT                  9

13.0   ATTORNEYS' FEES AND EXPENSES                            11

14.0   INTEDRATION                                             11

15.0   ADDITIONAL ASSURANCES                                   11

16.0   FORM AND CONTENT OF DOCUMENTS                           11

17.0   WAIVER OR FORBEARANCE                                   11

18.0   MISCELLANEOUS                                           11
       18.1   Gender and Person                                11
       18.2   Notices                                          12
       18.3   Section and Paragraph Headings                   12
       18.4   Time of Essence                                  12
       18.5   No Assignment; Binding Effect                    12
       18.6   Recitals Incorporated                            12
       18.7   Exhibits Incorporated                            12
       18.8   Survival of Representations                      12
       18.9   Governing Law                                    12
       18.10  Severability                                     12
       18.11  Counterparts                                     13
       18.12  Construction                                     13
       18.13  Venue; Jurisdiction; Jury Trial Waiver           13




                     CREDIT RESTRUCTURE AGREEMENT


This CREDIT RESTRUCTURE AGREEMENT ( the "AGREEMENT") is entered into by
and between PACCAR Financial Corp., a Washington corporation ("PFC"),
and OTR Express, Inc., a Kansas corporation ("OTR").  This AGREEMENT is
entered into with respect to the following agreed upon facts:

                              RECITALS

A. PFC has from time to time extended credit accommodations to OTR as
   evidenced by the documents and instruments set forth on Exhibit "A"
   attached hereto (collectively, the "EXISTING DOCUMENTS").  The
   credit accommodations consist of thirty-three (33) Security
   Agreement Retail Installment Contracts (collectively, the
   "CONTRACTS") with an aggregate payoff of $6,840,363.78 (Six Million
   Eight Hundred Forty Thousand Three Hundred Sixty Three and 78/100
   Dollars) as of October 1, 2000 ("EXISTING DEBT").

B. As of October 1, 2000, OTR was in violation of certain terms of the
   CONTRACTS, including but not limited to failure to pay monthly
   installment payments when due.  By reason of the foregoing default,
   all sums due PFC under the CONTRACTS  described in Recital A are now
   due and owing.

C. Notwithstanding the foregoing default, OTR has requested that PFC:
   (i) forebear from exercising its rights and remedies against OTR;
   and (ii) restructure the terms of the CONTRACTS described in Recital
   A.

D. PFC, without waiving any rights it may have, is willing to accede to
   OTR's request to restructure the EXISTING DEBT, on the terms
   described in this AGREEMENT and the documents executed in connection
   herewith (collectively, the "NEW LOAN DOCUMENTS").  The NEW LOAN
   DOCUMENTS and the EXISTING DOCUMENTS delineate all of the terms and
   conditions of the relationship between the parties hereto and are
   collectively referred to herein as the "LOAN DOCUMENTS."

Now, Therefore, in consideration of the foregoing agreed upon facts and
recitals, which are incorporated herein, and the terms and conditions
hereof, the parties agree as follows:

   1.0   PARTIES

         1.1 OTR is a corporation organized and existing under and
         by virtue of the laws of the State of Kansas.

         1.2 PFC is a secured equipment lender organized and
         existing under and by virtue of the laws of the State
         of Washington.

   2.0 ACKNOWLEDGMENT OF THE EXISTING INDEBTEDNESS; CLAIMS

         2.1 OTR acknowledges that it is indebted to PFC for all of
         the following debts (collectively, the "INDEBTEDNESS"):
         (i) repayment of the EXISTING DEBT described in Recital
         A hereof; (ii) all costs, fees (including, without
         limitation, reasonable and customary attorneys' fees)
         and expenses incurred by PFC under or in connection with
         the LOAN DOCUMENTS, whether now existing or hereafter
         incurred by PFC; and (iii) all accrued and accruing
         interest and late charges on the foregoing sums.



          2.2 OTR acknowledges that it has no defense, counterclaim,
          offset, cross-complaint, claim or demand of any kind or
          nature whatsoever (collectively, "CLAIMS") that can be
          asserted to reduce or eliminate all or any part of their
          liability to repay the INDEBTEDNESS which is now due and
          owing, or to seek affirmative relief or damages of any
          kind or nature from PFC.  To the extent that any such
          CLAIM exists, it is fully, forever and irrevocably
          released as provided in Section 7.0 hereof.

   3.0 RESTRUCTURE OF THE INDEBTEDNESS.  Provided no additional
   default or event of default occurs under the EXISTING
   DOCUMENTS before the CLOSING DATE and all conditions precedent
   to the CLOSING are satisfied (as the terms CLOSING DATE and
   CLOSING are defined in Section 6.0 hereof), including, without
   limitation, the conditions precedent set forth in Section 9.0
   hereof), unless waived by PFC in its sole and absolute
   discretion, PFC agrees to: (i) forebear from exercising (but
   is not waiving) any of its rights or remedies arising by
   virtue of the existing defaults until an EVENT OF DEFAULT
   occurs (other than existing defaults), and (ii) restructure
   the INDEBTEDNESS as follows:

     3.1 Restructuring of CONTRACTS.

         3.1.1 Payment Modification.

             a. OTR will make regular monthly interest
             payments, at the contractual rate of interest,
             on all INDEBTEDNESS during the months of
             October and November 2000; and January,
             February, March 2001.

             b. OTR will make principal payments relating to
             the INDEBTEDNESS during the months of October
             and November 2000; and January, February, March
             2001, as follows:

             October 2000      $53,385
             November 2000     $50,370
             January 2001      $50,516
             February 2001     $61,731
             March 2001        $50,762

             The scheduled principal payments will be due on
             or before the last day of the respective
             months; and will be reduced on a
             pro-rata basis as equipment is returned to PFC
             for liquidation.

             c. OTR will be required to make additional
             principal payments to PFC, Associates,
             International Finance and Mercedes-Benz Credit
             Corporation when OTR's availability under its
             working capital line with HSBC exceeds $700,000
             as an average for any period of ten business
             days.  Such payment would be paid by OTR within
             10 days of the corresponding month end.  OTR
             will pay an amount equal to 100% of the
             availability on said working capital line in
             excess of $700,000.  PFC and the other lenders
             will share in the additional principal payment
             on a pro rata basis, in accordance with any
             agreement made by and between PFC and the other
             lenders.

             d. No principal or interest payment will be due
             during the month of December 2000 in
             consideration of the cash flow requirements
             associated with baseplate renewal.

             e. OTR will resume standard contract payments in
             April 2001 and continue with those payments
             until the principal, interest, fees and other
             charges are paid in full at the contractual
             rate of interest.

         3.1.2    Equipment Liquidation.

             a. OTR agrees to make available for sale or
             transfer, 45 (forty-five) PFC-financed trucks
             (the "RETURNED EQUIPMENT").

             b. OTR will store, insure and safeguard the
             RETURNED EQUIPMENT at its expense.

             c. PFC will liquidate the RETURNED EQUIPMENT and
             shall control the timing and method of sale.
             All sale proceeds will be retained by PFC and
             applied against the INDEBTEDNESS.

             d. PFC will have the option of requiring the
             return of 10 (ten) additional PFC-financed
             trucks per month during the months of January,
             February and March 2001.  PFC may exercise said
             option by providing written notice to OTR.

          3.1.3   Deficiency.

             a. In the event a truck is sold for less
             than full payoff, a deficiency note will be
             created of even date with the sale.

             b. OTR will make monthly interest only
             payments on all deficiency notes through March
             2001.  Monthly payments will be due on the last
             day of each month.  The notes will accrue
             interest at the rate of 10% (ten percent) per
             annum.

             c. All deficiency notes will be consolidated
             into a single, fully amortized 48-month note on
             April 1, 2001.  The first payment under the
             fully amortized note will be due on May 1,
             2001.

             d. OTR acknowledges that all deficiency
             notes are, and will continue to be, cross-
             collateralized with all remaining COLLATERAL
             (as the term "COLLATERAL" is defined in
             Section 3.2.1).

          3.1.4   Pledge of Additional Security.

             a. OTR will provide PFC with a second lien position on the
             real property, and improvements thereon located at 804
             N. Meadowbrook Drive, Olathe, KS, owned by OTR.

             It is understood that OTR will be providing
             similar lien positions to secured equipment
             lenders Associates, Navistar Financial Corp.
             and Mercedes-Benz Credit Corporation ("SECURED
             EQUIPMENT LENDERS").  The SECURED EQUIPMENT
             LENDERS will execute an intercreditor agreement
             to share equitably in the second lien position.


          3.2 Collateral.

             3.2.1 OTR's obligations under the LOAN DOCUMENTS,
             including, but not limited to, its obligation
             to repay the INDEBTEDNESS, shall continue to be
             secured by the COLLATERAL (described below).
             OTR grants to PFC (and reaffirms its prior
             grant in the LOAN DOCUMENTS of ) a security
             interest in all rolling stock property
             described on Exhibit "B" attached hereto
             (collectively, the "COLLATERAL").  OTR shall
             take such additional actions and execute such
             agreements and other documents as PFC deems
             reasonably necessary or convenient to perfect,
             maintain, evidence, or continue PFC's security
             interest in the COLLATERAL (and its first
             priority thereof).

             3.2.2 The locations listed on Exhibit "B" attached
             hereto is a complete listing of all locations
             of the COLLATERAL.  OTR covenants that such
             COLLATERAL shall not be sold, transferred,
             assigned, pledged or hypothecated without the
             prior written consent of PFC.

             3.2.3 All collateral shall be insured with physical
             damage insurance pursuant to the terms
             contained within the EXISTING DOCUMENTS.  The
             maximum deductible allowed under physical
             damage insurance coverage shall be $50,000 per
             unit, per occurrence.

             3.2.4 OTR agrees to establish and fund an escrow
             account for the benefit of the SECURED
             EQUIPMENT LENDERS to cover the cost (i.e.
             deductible) of vehicular accidents in which the
             amount of physical damage to vehicles owned by
             OTR is between $10,000 and $50,000.  OTR agrees
             to fund the escrow account by depositing
             $20,000 per month for five months beginning in
             January 2001.  OTR agrees to replenish the
             account so that it maintains a $100,000 balance
             after May 1, 2001.

          3.3 Documentation.

             3.3.1 OTR shall execute and deliver to PFC all
             documents deemed necessary and appropriate by
             PFC to accomplish the transactions contemplated
             herein.  The documents shall include, without
             limitation, the NEW LOAN DOCUMENTS described on
             Exhibit C attached hereto.  All NEW LOAN
             DOCUMENTS shall be in form and substance
             satisfactory to PFC and its counsel.

             Except as provided herein to the contrary, OTR
             acknowledges and confirms that the terms and
             conditions of the EXISTING DOCUMENTS: (i) have
             not been amended or modified; (ii) shall remain
             in full force and effect and shall survive the
             CLOSING DATE; and (iii) are enforceable in
             accordance with their terms.

          3.4 Prepayment.  OTR may at any time and from time to time
          prepay any of the INDEBTEDNESS without penalty.



          4.0 COVENANTS BY OTR.  In addition to the covenants set forth in
          the other LOAN DOCUMENTS, OTR shall do (or not do, as the case
          may be) all of the following:

             4.1 Officer's Certificate.  At the time of the delivery of
             any financial statements pursuant to the terms of the
             LOAN DOCUMENTS, OTR shall deliver a certificate of the
             Chief Financial Officer of OTR (see Exhibit "D"
             attached) to the effect that, to the best knowledge of
             the Chief Financial Officer: (i) no default or EVENT OF
             DEFAULT has occurred and is continuing or, if any
             default or EVENT OF DEFAULT has occurred and is
             continuing, specifying the nature and extent thereof;
             and (ii) such financial statements are true and
             complete.

             4.2 Equipment.  With the exception of company employed
             drivers, contracted owner operators, or tractor and
             trailer repair facilities, OTR shall not store or
             otherwise release possession of any COLLATERAL to any
             bailee or other person without PFC's prior written
             consent.

             4.3 No Cash Payments to Subsidiaries or Shareholders.  OTR
             shall not disburse any funds to any of its subsidiaries
             or shareholders, including but not limited to, dividend,
             loan or other transfer, for any reason whatsoever, until
             all INDEBTEDNESS due PFC has been paid.  The only
             exception to the foregoing shall be payroll related
             disbursements due in the ordinary course to current
             employees who are also shareholders; and payments to
             Steven W. Ruben for the sole purpose of retiring his
             outstanding stock purchase loan, which has a principal
             balance of $30,000 as of December 10, 2000.

             4.4 Acquisitions.  OTR shall not acquire through the
             acquisition of stock or assets, any other entity,
             partnership or business without first obtaining the
             prior written consent of PFC.

             4.5 Inspection.  OTR shall, upon reasonable notice by PFC,
             permit any representative of PFC to inspect any of the
             collateral at any time.

             4.6 Insurance.  OTR shall maintain public liability,
             property damage, product liability, and workers
             compensation insurance and insurance on all of its
             insurable property, including without limitation,
             insurance covering the COLLATERAL, including RETURNED
             EQUIPMENT, against all fire and other hazards and such
             other insurance as is usually carried in similar
             businesses and as may be required by PFC, for not less
             than full replacement value, and as may be more
             particularly described in the other LOAN DOCUMENTS.  All
             such insurance shall be in form and amount and issued by
             companies satisfactory to PFC.

             4.7 Notice of Certain Events.  OTR shall promptly notify PFC
             in writing of the occurrence of any change in the: (i)
             location of OTR's executive headquarters; (ii) name or
             trade name of OTR; or (iii) termination of employment or
             resignation of Steven W. Ruben or William P. Ward from
             OTR.

             4.8 Encumberance.  OTR shall not encumber, beyond the
             existing first liens, property referenced in Section
             3.1.4 of this AGREEMENT prior to CLOSING (as defined in
             Section 6.0).



          5.0 REPRESENTATIONS AND WARRANTIES.  In addition to the
          representations and warranties contained in the other LOAN
          DOCUMENTS, and as a material inducement to PFC to enter into
          this AGREEMENT and acknowledging that PFC would not enter into
          this AGREEMENT but for its reliance upon the truth and
          accuracy of the following (and the representations and
          warranties contained in the other LOAN DOCUMENTS), OTR
          represents and warrants that:

             5.1 Authorization; Legally Enforceable Obligations.  The
             execution, delivery and performance of this AGREEMENT:
             (i) is duly authorized by all parties hereto; (ii) is
             not in contravention or conflict with any law or
             regulation or any term or provision of OTR's articles of
             incorporation or bylaws, and (iii) when delivered will
             be the valid, binding and legally enforceable obligation
             of OTR in accordance with its term and conditions.

             5.2 Conflicting Agreements and Provisions.  Neither the
             execution nor delivery of the LOAN DOCUMENTS, nor the
             fulfillment of nor compliance with the terms and
             provisions thereof, will conflict with or result in a
             breach of the term, conditions, provisions of,
             constitute a default under, or result in any violation
             of the provisions of any contract or agreement to which
             OTR is a party or may be bound.

             5.3 Solvency.  After giving effect to the INDEBTEDNESS, OTR:
             (i) does not intend to incur, nor believe they are
             incurring, debts beyond their ability to pay as they
             mature; and (ii) have no actual intent to hinder, delay,
             or defraud either present or future creditors.

             5.4 Compliance.  OTR is in compliance, in all material
             respects, with all laws, statutes, ordinances, judicial
             or administrative orders, licenses, permits, and
             governmental rules and regulations applicable to it,
             including, without limitation, laws and regulations
             relating to the environment, taxation and employment
             practices.

             5.5 Corporate Organization and Authority.  OTR: (i) is a
             corporation duly organized, validly existing and in good
             standing under the laws of the State of Kansas; (ii) has
             all requisite power and authority to own its property
             and to carry on the business that it now conducts and as
             is presently proposed to be conducted; and (iii) is
             properly qualified and authorized to do business and is
             in good standing as a foreign corporation in any
             jurisdiction or territory where the ownership or
             character of its property or the nature of its business
             and activities make such qualification necessary and
             where the failure to qualify would materially adversely
             affect its business or financial condition.

             5.6 Litigation.  There are no actions, suits, investigations
             or proceedings pending or, to OTR's knowledge,
             threatened against OTR or any of its properties or
             assets by or before any court, arbitrator or
             governmental body, department, commission, board,
             bureau, agency or other instrumentality for which there
             may be claims or liabilities in excess of $25,000 or
             which might result in any material change in the
             business or financial condition of OTR, except as
             disclosed.  Also excepted, are those suits relating to
             insurance claims, including accidents and workers'
             compensation cases.

             5.7 Taxes.  OTR has, to the best of its knowledge, filed all
             federal, state and local tax returns and other reports
             required by law and they have paid, or made provision
             for the payment of, all taxes, assessments, fees and
             other governmental charges that are due and payable.
             OTR believes that, to the best of its knowledge, the
             provision for taxes on the books of OTR is adequate for
             all years not closed by applicable statutes, and for the
             current fiscal year.

             5.8 Financial Statements; Financial Condition; Undisclosed
             Liabilities.  OTR's financial statements ("FINANCIAL
             STATEMENTS") as previously presented to PFC, and as they
             currently exist, present fairly in all material respects
             the financial condition and operational results of OTR
             at the date of the FINANCIAL STATEMENTS.  The FINANCIAL
             STATEMENTS have been prepared in accordance with
             generally accepted accounting principles and practices.
             Since October 1, 2000 there has been no material adverse
             change in the business, operations, property, assets,
             condition or prospects of OTR.  Except as fully
             reflected in the FINANCIAL STATEMENTS, there are no
             liabilities or obligations with respect to OTR of any
             material nature whatsoever, to the best of OTR's
             knowledge.

          6.0 CLOSING DATE.  Subject to the terms and conditions set forth
          herein, the closing of the transactions contemplated herein
          (the "CLOSING") shall occur on or before December 29, 2000
          (the "CLOSING DATE").  If the CLOSING shall not occur on or
          before December 29, 2000, the INDEBTEDNESS shall be
          immediately due and payable (without notice) and PFC shall be
          entitled to exercise all of the rights and remedies provided
          under the LOAN DOCUMENTS (including, without limitation, this
          AGREEMENT) or otherwise.

          7.0 RELEASE OF ALL CLAIMS.

             7.1 OTR does hereby fully, completely, finally and forever
             release, relinquish and discharge PFC and PFC's agents,
             employees, attorneys, directors, officers, shareholders,
             successors and assigns (collectively, the "RELEASEES")
             of and from any and all claims, actions, causes of
             action, demands, offsets, rights, debts, agreements,
             promises, liabilities, damages, accountings, costs and
             expenses, whether known or unknown, suspected or
             unsuspected, of every kind and nature whatsoever which
             OTR has or may have against the RELEASEES, arising
             directly or indirectly out of any agreement,
             transaction, fact, act or omission whatsoever, whether
             known or unknown, howsoever and wheresoever occurring
             prior to the CLOSING DATE relating to the INDEBTEDNESS,
             such claims, actions, causes of action, demands,
             offsets, rights, debts, agreements, promises,
             liabilities, damages, accountings, costs and expenses
             being hereinafter referred to as the "RELEASED CLAIMS."

             7.2 It is the intention of the parties to this release that
             this AGREEMENT shall be effective as a full and final
             accord and satisfaction and release of each and every
             RELEASED CLAIM.

             7.3 OTR hereby acknowledges that it may hereafter discover
             facts in addition to, or different from, those which it
             now knows or believes to be true with respect to the
             subject matter of this AGREEMENT and the RELEASED
             CLAIMS, but that notwithstanding the foregoing, it is
             their intention hereby to fully, finally, completely and
             forever settle and release each, every and all RELEASED
             CLAIMS, and that in furtherance of such intention, the
             releases herein given shall be and remain in effect as
             full and complete general releases, notwithstanding the
             discovery or existence of any such additional or
             different facts.

             7.4 OTR hereby warrants and represents to the RELEASEES
             that, as to any RELEASED CLAIM, each of them is the sole
             and absolute owner thereof, free and clear of all of the
             rights and interest of any other person therein and has
             the right, ability and the sole power to release such
             RELEASED CLAIM.

             7.5 OTR acknowledges and confirms that it has been advised
             by counsel with respect to the release contained herein.
             OTR is executing this release voluntarily and with full
             knowledge of its significance.

          8.0 REVIVAL CLAUSE.  If the incurring of any debt or the payments
          of money or transfers of property made to PFC by or on behalf
          of OTR should for any reason subsequently be declared to be
          "fraudulent" or a "preference" within the meaning of any state
          or federal law relating to creditor's rights, including,
          without limitation, fraudulent conveyances, preferences or
          other voidable or recoverable payments of money or transfers
          of property, in whole or in part, for any reason
          (collectively, "VOIDABLE TRANSFERS") under the Bankruptcy Code
          or any other federal or state law and PFC is required to repay
          or restore any such VOIDABLE TRANSFER or the amount or any
          portion thereof, or upon the advice of its counsel is advised
          to do so, then, as to any such VOIDABLE TRANSFER or the amount
          repaid or restored (including all reasonable costs, expenses
          and attorneys' fees of PFC related thereto), the liability of
          OTR shall automatically be revived, reinstated and restored
          and shall exist as though such VOIDABLE TRANSFER had never
          been made.

          9.0 CONDITIONS PRECEDENT TO PFC'S OBLIGATIONS.  The obligation of
          PFC to consummate the transactions contemplated herein on the
          CLOSING DATE shall be subject to: (i) the accuracy of the
          representations and warranties set forth in the LOAN
          DOCUMENTS; and (ii) the satisfaction of the following (all in
          form and substance acceptable to PFC in PFC's sole discretion)
          on or before the CLOSING DATE:

             9.1 Each of the following documents and instruments (which
             are for the sole benefit of PFC) shall be delivered to
             PFC, unless waived by PFC in writing:

             9.1.1 Duly executed originals of the LOAN DOCUMENTS,
             and any other documents contemplated herein,
             including but not limited to those described on
             Exhibit C attached hereto; and


             9.1.2 Certified copies of all actions taken by OTR
             authorizing: (i) the execution and delivery of
             the LOAN DOCUMENTS; and (ii) implementation and
             performance of the transactions contemplated by
             the LOAN DOCUMENTS; and

             9.1.3 A certificate of the Chief Financial Officer of
             OTR, in the form of Exhibit "D" attached
             hereto; and

             9.1.4 Such other instruments and documents as PFC may
             reasonably request in order to fully effectuate
             the purpose of the LOAN DOCUMENTS, in form and
             substance satisfactory to PFC.

             9.2 OTR shall pay PFC a loan fee of $25,000, which shall be
             added to the loan balance as fully earned, and will be
             due and payable on April 1, 2002.

             9.3 OTR shall reimburse PFC for all of PFC's costs and
             expenses (including reasonable attorneys' fees and
             expenses) incurred in connection with the preparation,
             negotiation and closing of the transactions contemplated
             by the LOAN DOCUMENTS.

          10.0 POST-CLOSING OBLIGATIONS.  Within ten (10) days following
          the CLOSING DATE, OTR covenants that they will deliver to PFC
          the following items (in form and substance satisfactory to PFC in
          PFC's sole discretion), the failure of which shall constitute a
          material breach hereof:

             10.1 Duly executed real estate mortgage pledged as
             additional security in Section 3.1.4.  All taxes, fees
             and closing costs associated with the lien on real
             estate shall be paid by OTR;

          11.0 DEFAULT.  The following shall constitute an "EVENT OF
          DEFAULT" hereunder and under any other agreements now existing
          or hereafter created between PFC and OTR:

             11.1 Failure by OTR to make any payment when due to PFC
             under the LOAN DOCUMENTS;

             11.2 Failure by OTR to comply with or perform any of the
             other terms, covenants or conditions of the LOAN
             DOCUMENTS or any other agreements evidencing the
             INDEBTEDNESS (including, but not limited to, any default
             or EVENT OF DEFAULT under the LOAN DOCUMENTS); provided,
             however, that any defaults existing as of the date of
             this AGREEMENT under the EXISTING DOCUMENTS shall not be
             an EVENT OF DEFAULT under this AGREEMENT unless and
             until another EVENT OF DEFAULT occurs;

             11.3 Any representation, warranty or other statement is
             false or misleading in any respect when made or
             furnished or which subsequently becomes false or
             misleading in any material respect;

             11.4 A default or EVENT OF DEFAULT under, or breach of,
             any existing or future agreement with PFC or any third
             party to which OTR is a party, or to which OTR may be
             bound;

             11.5 OTR at any time becomes insolvent;

             11.6 The dissolution or termination of existence,
             cessation of business, appointment of a receiver,
             trustee, custodian, administrator or similar fiduciary,
             assignment for the benefit of creditors or the
             commencement of a case under any chapter of the
             Bankruptcy Code, by or against OTR.

             11.7 Any money judgment or judgments, excluding those
             arising from workers' compensation claims, in the
             aggregate sum of $50,000 (in excess of amounts covered
             by insurance) shall be rendered against OTR or any of
             its assets;

             11.8 PFC reasonably deems the COLLATERAL in danger of
             misuse, confiscation, damage or destruction.

          12.0 RIGHTS AND REMEDIES OF PFC UPON DEFAULT.  If any EVENT OF
          DEFAULT shall occur, and is continuing, in addition to any
          other remedy contained in the other LOAN DOCUMENTS or
          otherwise provided by law, PFC may at its sole option and
          without demand to OTR, which notice is hereby expressly
          waived, do any one or more of the following:

             12.1 Accelerate and declare immediately due and payable
             all remaining balance(s) of the INDEBTEDNESS due PFC.

             12.2 Notify any or all of OTR's buyers or transferees of
             the COLLATERAL or other persons of PFC's interest in the
             COLLATERAL and the proceeds thereof and instruct such
             person(s) to thereafter make any payment due OTR
             directly to PFC.

             12.3 OTR hereby irrevocably constitutes and appoints PFC
             as its attorney-in-fact to: (i) endorse OTR's name on
             any notes, acceptances, checks, drafts, money orders or
             other evidence of payment that may come into PFC's
             possession; (ii) sign OTR's name on any invoice or bill
             of lading relating to any of the COLLATERAL and(iii)
             demand, receive and enforce payment and give receipts,
             releases and satisfactions for and sue for all money
             payable to OTR.  All of the preceding may be done either
             in the name of PFC or in the name of OTR with the same
              force and effect as OTR could have, had this AGREEMENT
              not been made;

             12.4 Enforce any security interest or lien given or
             provided for under this AGREEMENT or any other document
             relating to the COLLATERAL, in such manner and such
             order, as to all or any part of the COLLATERAL, as PFC,
             in its sole judgment, deems to be necessary or
             appropriate; and OTR hereby waives any and all rights,
             obligations or defenses now or hereafter established by
             law relating to the foregoing.  In the enforcement of
             its security interest in the COLLATERAL, PFC is
             authorized to enter upon the premises where any
             COLLATERAL is located and take possession of the
             COLLATERAL or any part thereof, together with OTR's
             records pertaining thereto and PFC may sell the
             COLLATERAL or any portions thereof, together with all
             additions, accessions and accessories thereto, giving
             only such notices and following only such procedures as
             are required by law, at either public or private sale,
             or both, with or without having the COLLATERAL present
             at the time of sale, which sale shall be on such terms
             and conditions and conducted in such manner as PFC
             determines in its sole judgment to be commercially
             reasonable.  Any deficiency arising from an EVENT OF
             DEFAULT which exists after disposition or liquidation of
             the COLLATERAL shall be a continuing liability of OTR
             and shall be immediately payable to PFC.

             12.5 Exercise any and all legal or equitable remedies
             afforded to PFC as provided in the other LOAN DOCUMENTS,
             any agreement or other documents heretofore or hereafter
             entered into between PFC and OTR, or as provided for
             under the Uniform Commercial Code or any other
             applicable law;

             12.6 Require OTR, at their sole cost and expense, to
             assemble the COLLATERAL and records pertaining to the
             COLLATERAL and make them available to PFC at a place
             designated by PFC; and/or

            12.7 The rights and remedies granted to PFC in this
            Section 12 are cumulative, and PFC shall have the right
            to exercise any one or more of such rights and remedies
            alternatively, successively or concurrently as PFC may,
            in its sole and absolute discretion, deem advisable.



          13.0 ATTORNEYS' FEES AND EXPENSES.  OTR shall be responsible for
          payment of all reasonable attorneys' fees and out-of-pocket
          expenses incurred by PFC in negotiating, preparing and
          documenting the transactions contemplated herein, and all
          costs and expenses with respect thereto and shall promptly pay
          same prior to or at the CLOSING.  Whether or not litigation is
          necessary to enforce any of the provisions of this AGREEMENT
          (including, without limitation, the securing of any relief
          from any provision of the Bankruptcy Code or incurred in any
          manner in connection with a bankruptcy proceeding of OTR), the
          prevailing party shall receive from the non-prevailing
          party(ies) all reasonable costs, expenses and attorneys' fees
          incurred in connection with pursuing any rights under the LOAN
          DOCUMENTS, including, without limitation, attorneys' fees
          incurred in connection with: (i) relief from stay and similar
          proceedings; (ii) any appeals; (iii) the enforcement of any
          judgment; and
          (iv) the appointment of any receiver pursuant to default, as
          defined in Section 11.

          14.0 INTEGRATION.  This AGREEMENT, and all documents and
          exhibits referred to herein and/or attached hereto, including,
          without limitation, the other LOAN DOCUMENTS, shall constitute
          the complete agreement of the parties hereto with respect to
          the subject matters referred to herein and supersede all prior
          or contemporaneous negotiations, promises, covenants,
          agreements or representations of every kind or nature
          whatsoever with respect thereto, all of which have become
          merged and finally integrated into this AGREEMENT.  OTR is not
          relying upon any representation or communication made by, or
          on behalf of, PFC other than the written covenants setforth in
          this AGREEMENT.  Each of the parties understands that in the
          event of any subsequent litigation, controversy or dispute
          concerning any of the terms, conditions or provisions of this
          AGREEMENT, neither party shall be permitted to offer or
          introduce any oral evidence concerning any other oral promises
          or oral agreements between the parties relating to the subject
          matters of this AGREEMENT not included or referred to herein
          and not reflected by a writing.  This AGREEMENT cannot be
          amended, modified, or supplemented except by a written
          document signed by all parties hereto.  In the case of
          conflict between the provisions of this AGREEMENT and the
          other LOAN DOCUMENTS, the provisions of this AGREEMENT shall
          control.

          15.0 ADDITIONAL ASSURANCES.  OTR agrees that it will execute
          such other documents and instruments and perform such other
          acts as may reasonably be required by PFC, in PFC's sole and
          absolute discretion, to carry out and effectuate the purpose
          and intent of this AGREEMENT.

          16.0 FORM AND CONTENT OF DOCUMENTS.  All documents referred to
          herein shall be in such form and substance as shall be
          satisfactory to PFC and its counsel in their sole and absolute
          discretion.

          17.0 WAIVER OF FORBEARANCE.  PFC's waiver or forbearance of any
          existing or future default by OTR of any of the terms and/or
          conditions of the LOAN DOCUMENTS, or the acceptance of any
          late payments, shall not be deemed a waiver or forbearance of
          any such future default.  No waiver or forbearance of any of
          the provisions of LOAN DOCUMENTS shall be deemed, or shall
          constitute, a waiver or forbearance of any other provisions
          thereof, and no waiver or forbearance of any type shall be
          binding unless evidenced by a writing signed by PFC.

          18.0 MISCELLANEOUS.

             18.1 Gender and Person.  Whenever the context of this
             AGREEMENT so requires, the neuter shall include the
             masculine and the feminine; the masculine shall include
             the neuter and the feminine; the feminine shall include
             the neuter and the masculine; the singular shall include
             the plural; and the plural shall include the singular.

             18.2 Notices.  Except as provided by law and this
             AGREEMENT, OTR hereby waives all notice and demand
             requirements.  Any required notices, requests and
             demands, shall be in writing and shall be deemed to have
             been duly given upon the date of such service if served
             personally upon the party for whom intended, or if
             mailed, by first class, registered or certified mail,
             return receipt requested, postage prepaid, upon three
             (3) days after the date of such mailing, to such party
             at its address as shown below or otherwise hereafter
             designated by such party in writing:

             If to PFC:   PACCAR Financial Corp.
                          777 106th Avenue NE
                          Bellevue, WA  98004
                          Attn:  Dallas J. Becker

             If to OTR:   OTR Express, Inc.
                          804 N. Meadowbrook Drive
                          Olathe, KS  66063-0819
                          Attn:  William P. Ward

             18.3 Section and Paragraph Headings.  The headings
             preceding each of the above sections and paragraphs are
             for convenience only and shall not be considered in the
             construction or interpretation of this AGREEMENT.

             18.4 Time of Essence.  Time is of the essence in the
             performance of this AGREEMENT.

             18.5 No Assignment; Binding Effect.  This AGREEMENT may be
             assigned by PFC in whole or in part in its sole and
             absolute discretion.  This AGREEMENT is personal to OTR
             and shall not be assigned thereby to any other person or
             entity and any such assignment shall be in violation
             hereof and null and void.  Notwithstanding the above,
             this AGREEMENT shall be binding upon and shall inure to
             the benefit of the respective parties hereto and their
             respective heirs, estates and successors, and the
             assigns of PFC.

             18.6 Recitals Incorporated.  The Recitals are incorporated
             into and are a part of this AGREEMENT.

             18.7 Exhibits Incorporated.  All exhibits attached hereto
             are incorporated into and are a part of this AGREEMENT.

             18.8 Survival of Representations.  All representations and
             warranties set forth herein shall survive the execution
             of this AGREEMENT and shall be in full force and effect
             until the INDEBTEDNESS has been repaid in full.

             18.9 Governing Law.  This AGREEMENT shall be governed by
             and construed in accordance with the laws of the State
             of Kansas.

             18.10 Severability.  If any provision of the LOAN DOCUMENTS
             shall be held invalid, illegal or otherwise
             unenforceable, such provision shall be severable from
             the remainder of such agreement, instrument or document
             and the validity, legality and enforceability of the
             remaining provisions shall not be adversely affected or
             impaired thereby and shall remain in full force and
             effect.

             18.11 Counterparts.  This AGREEMENT may be executed in one
             or more counterparts, each of which shall be deemed an
             original, but all of which together shall constitute but
             one and the same instrument.  A facsimile signature on
             this AGREEMENT or any document required under this
             AGREEMENT, shall be a valid signature for the purpose of
             the implementation and execution of this AGREEMENT.

             18.12 Construction.  The parties agree that each party and
             its counsel have reviewed and revised the LOAN DOCUMENTS
             and that any rule of construction to the effect that
             ambiguities are to be resolved against the drafting
             party shall not apply in the interpretation of the LOAN
             DOCUMENTS or any amendment thereto or exhibits therein.

             18.13 Venue; Jurisdiction; Jury Trial Waiver.  PFC and OTR
             hereby:

                 (i) Consent to the jurisdiction of any State
                 or Federal Court located in the State of
                 Washington or the State of Kansas;
                 (ii) Irrevocably waive their right to a jury
                 trial in any action or proceeding based
                 upon, or related to, the subject matter
                 of the LOAN DOCUMENTS or the
                 INDEBTEDNESS.  The foregoing waiver of
                 trial by jury is knowingly,
                 intentionally, and voluntarily made by
                 OTR and PFC.  Each acknowledges that
                 neither PFC nor any person acting on
                 behalf of PFC has made any
                 representations of fact to induce this
                 waiver of trial by jury or in any way to
                 modify or nullify its effect.  OTR
                 further acknowledges that it has been
                 represented (or has had the opportunity
                 to be represented) in the signing of this
                 AGREEMENT and in the making of this
                 waiver by independent legal counsel,
                 selected of its own free will, and that
                 they have had the opportunity to discuss
                 this waiver with counsel.  OTR further
                 acknowledges that it has read and
                 understands the meaning and ramification
                 of this provision.


IN WITNESS WHEREOF, this AGREEMENT is executed as of the day and
year first written above.



   PFC:

   PACCAR Financial Corp.


   By : /s/ Dallas Becker
   Print Name: Dallas Becker
   Title : Corporate Portfolio Manager




   OTR:

   OTR Express, Inc.


   By: /s/ William P. Ward
   Print Name: William P. Ward
   Title: President


EXHIBIT C
NEW LOAN DOCUMENTS



In addition to this AGREEMENT, the NEW LOAN DOCUMENTS shall consist of
the following:



Duly executed real estate mortgage granting a security interest in the
OTR real estate as provided for in 3.1.4 of the Credit
Restructure Agreement




EXHIBIT D

CERTIFICATE OF CHIEF FINANCIAL OFFICER
OF OTR EXPRESS, INC.


I, Steven W. Ruben, Chief Financial Officer of OTR, DO HEREBY CERTIFY
as follows:

             1. OTR has performed and observed each and every
             covenant contained in the AGREEMENT dated as of
             October 1, 2000, by and among OTR and PFC.

             2. No EVENT OF DEFAULT has occurred and no condition
             exists which constitutes an EVENT OF DEFAULT under
             the AGREEMENT or would constitute such an EVENT OF
             DEFAULT upon the giving of notice, the lapse of any
             applicable cure period, or both, as specified in the
             AGREEMENT.

             3. For purposes of this certificate, all terms not
             otherwise defined herein shall have the meanings
             ascribed thereto in the AGREEMENT.

IN WITNESS WHEREOF, I have executed this certificate as of the   th
day of        , 2000.



/s/ Steven W. Ruben
Steven W. Ruben
Chief Financial Officer