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<SEC-DOCUMENT>0000931763-02-000540.txt : 20020415
<SEC-HEADER>0000931763-02-000540.hdr.sgml : 20020415
ACCESSION NUMBER:		0000931763-02-000540
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		12
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020301

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PAM TRANSPORTATION SERVICES INC
		CENTRAL INDEX KEY:			0000798287
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCKING (NO LOCAL) [4213]
		IRS NUMBER:				710633135
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-15057
		FILM NUMBER:		02563655

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 188
		CITY:			TONTITOWN
		STATE:			AR
		ZIP:			72770
		BUSINESS PHONE:		5013619111

	MAIL ADDRESS:	
		STREET 1:		P O BOX 188
		CITY:			TONTITOWN
		STATE:			AR
		ZIP:			72770
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>d10k.txt
<DESCRIPTION>FORM 10-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

               For the Fiscal Year Ended December 31, 2001

                                   or

[_]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                           Commission File No. 0-15057

                      P.A.M. TRANSPORTATION SERVICES, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                           71-0633135
   (State or other jurisdiction of                          (I.R.S. employer
    incorporation or organization)                          identification no.)

                                Highway 412 West
                                  P.O. Box 188
                            Tontitown, Arkansas 72770
                                 (501) 361-9111
          (Address of principal executive offices, including zip code,
                   and telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:  None

Securities registered pursuant to section 12(g) of the Act:  Common Stock, $.01
                                                             par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                        Yes X          No___
                            --

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

The aggregate market value of the common stock of the registrant held by
non-affiliates of the registrant on February 15, 2002 was $44,580,135. Solely
for the purposes of this response, executive officers, directors and beneficial
owners of more than five percent of the registrant's common stock are considered
the affiliates of the registrant at that date.

The number of shares outstanding of the issuer's common stock, as of February
15, 2002: 8,626,957 shares of $.01 par value common stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement for its Annual Meeting
of Stockholders to be held in 2002 are incorporated by reference in answer to
Part III of this report, with the exception of information regarding executive
officers required under Item 10 of Part III, which information is included in
Part I, Item 1.

<PAGE>

        This Report contains forward-looking statements, including statements
about our operating and growth strategies, our expected financial position and
operating results, industry trends, our capital expenditure and financing plans
and similar matters. Such forward-looking statements are found under the
headings "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources," "Business
- -Operations," "Business - Industry" and "Business - Revenue Equipment." In those
and other portions of this Report, the words "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "project" and similar
expressions, as they relate to us, our management, and our industry are intended
to identify forward-looking statements. We have based these forward-looking
statements largely on our current expectations and projections about future
events and financial trends affecting our business. Actual results may differ
materially. Some of the risks, uncertainties and assumptions about P.A.M. that
may cause actual results to differ from these forward-looking statements are
described under the headings "Business - Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

        All forward-looking statements attributable to us, or to persons acting
on our behalf, are expressly qualified in their entirety by this cautionary
statement.

        We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks and uncertainties, the
forward-looking events and circumstances discussed in this prospectus might not
transpire.

        Unless the context otherwise requires, all references in this Annual
Report on Form 10-K to "P.A.M.," the "company," "we," "our," or "us" mean P.A.M.
Transportation Services, Inc. and its subsidiaries.


                                     PART I

Item 1.  Business.
- ------------------

        We are a truckload dry van carrier transporting general commodities
throughout the continental United States, as well as in the Canadian provinces
of Ontario and Quebec. We also provide transportation services in Mexico under
agreements with Mexican carriers. Our freight consists primarily of automotive
parts, consumer goods, such as general retail store merchandise, and
manufactured goods, such as heating and air conditioning units.

        P.A.M. Transportation Services, Inc. is a holding company organized
under the laws of the State of Delaware in June 1986 which currently conducts
operations through the following wholly owned subsidiaries: P.A.M. Transport,
Inc. ("P.A.M. Transport"), P.A.M. Special Services, Inc., T.T.X., Inc., P.A.M.
Dedicated Services, Inc., P.A.M. Logistics Services, Inc., Choctaw Express,
Inc., Choctaw Brokerage, Inc., Allen Freight Services, Inc. and Decker Transport
Co., Inc. Our operating authorities are held by P.A.M. Transport, P.A.M.
Dedicated

<PAGE>

Services, Inc., Choctaw Express, Inc., Choctaw Brokerage, Inc., Allen Freight
Services, Inc., T.T.X., Inc. and Decker Transport Co., Inc.

        We are headquartered and maintain our primary terminal and maintenance
facilities and our corporate and administrative offices in Tontitown, Arkansas,
which is located in northwest Arkansas, a major center for the trucking industry
and where the support services (including warranty repair services) for most
major tractor and trailer equipment manufacturers are readily available.

Operations

        Our business strategy focuses on the following elements:

        Maintaining Dedicated Fleets and High Density Lanes. We strive to
maximize utilization and increase revenue per tractor while minimizing our time
and empty miles between loads. In this regard, we seek to provide dedicated
equipment to our customers where possible and to concentrate our equipment in
defined regions and disciplined traffic lanes. During 2001, approximately 61% of
our operating revenues were generated through dedicated equipment and we
maintained an empty mile factor of 5.5%. Dedicated fleets and high density lanes
enable us to:

  .      maintain consistent equipment capacity;

  .      provide a high level of service to our customers, including time-
         sensitive delivery schedules;

  .      attract and retain drivers; and

  .      maintain a sound safety record as drivers travel familiar routes.

        Providing Superior and Flexible Customer Service. Our wide range of
services includes dedicated fleet services, just-in-time delivery, two-man
driving teams, cross-docking and consolidation programs, specialized trailers,
and Internet-based customer access to delivery status. These services, combined
with a decentralized regional operating strategy, allow us to quickly and
reliably respond to the diverse needs of our customers, and provide an advantage
in securing new business. We also maintain ISO 9002 certification, which is
required by many of our larger customers to ensure that their truckload carriers
operate in accordance with approved quality assurance standards.

        Many of our customers depend on us to make delivery on a "just-in-time"
basis, meaning that parts or raw materials are scheduled for delivery as they
are needed on the manufacturer's production line. The need for this service is a
product of modern manufacturing and assembly methods that are designed to
drastically decrease inventory levels and handling costs. Such requirements
place a premium on the freight carrier's delivery performance and reliability.
Approximately 61% of our deliveries to customers during 2001 were made on a
just-in-time basis.

<PAGE>

        Employing Stringent Cost Controls. We focus intently on controlling our
costs while not sacrificing customer service. We maintain this balance by
scrutinizing all expenditures, minimizing non-driver personnel, operating a
late-model fleet of tractors and trailers to minimize maintenance costs and
enhance fuel efficiency, and adopting new technology only when proven and cost
justified.

        Making Strategic Acquisitions. We continually evaluate strategic
acquisition opportunities, focusing on those that complement our existing
business or that could profitably expand our business or services. Our
operational integration strategy is to centralize administrative functions of
acquired business at our headquarters, while maintaining the localized
operations of acquired businesses. We believe that allowing acquired businesses
to continue to operate under their pre-acquisition names and in their original
regions allows such businesses to maintain driver loyalty and customer
relationships.

Industry

        The U.S. market for truck-based transportation services approximates
$500 billion in annual revenue. We believe that truckload services, such as
those we provide, include approximately $65 billion of for-hire revenues and $80
billion of private fleet revenue. The truckload industry is highly fragmented
and is impacted by several economic and business factors, many of which are
beyond the control of individual carriers. The state of the economy, coupled
with equipment capacity levels, can impact freight rates. Volatility of various
operating expenses, such as fuel and insurance, make the predictability of
profit levels unclear. Availability, attraction, retention and compensation for
drivers affect operating costs, as well as equipment utilization. In addition,
the capital requirements for equipment, coupled with potential uncertainty of
used equipment values, impact the ability of many carriers to expand their
operations.

        The current operating environment is characterized by the following:

  .      Freight rates have remained relatively stable despite the slowing
         economy, and the low level of truck orders may keep equipment capacity
         at a favorable position.

  .      Diesel fuel prices recently have shown significant declines relative to
         the price spikes experienced in 2000 and 2001. According to the U.S.
         Department of Energy, average fuel prices were $1.153 per gallon as of
         February 11, 2002, compared to $1.518 per gallon as of February 12,
         2001.

  .      Rising unemployment has benefited the trucking industry by making it
         easier to recruit new drivers.

  .      Price increases by insurance companies and erosion of equipment values
         in the used truck market offset these positive industry trends.

  .      In the last two years, many less profitable or undercapitalized
         carriers have been forced to consolidate or to exit the industry.

<PAGE>

Competition

        The trucking industry is highly competitive. We compete primarily with
other irregular route medium- to long-haul truckload carriers, with private
carriage conducted by our existing and potential customers, and, to a lesser
extent, with the railroads. Increased competition has resulted from deregulation
of the trucking industry and has generally exerted downward pressure on prices.
We compete on the basis of quality of service and delivery performance, as well
as price. Many of the other irregular route long-haul truckload carriers have
substantially greater financial resources, own more equipment or carry a larger
total volume of freight.

Marketing and Major Customers

        Our marketing emphasis is directed to that segment of the truckload
market which is generally service-sensitive, as opposed to being solely price
competitive. We seek to become a "core carrier" for our customers in order to
maintain high utilization and capitalize on recurring revenue opportunities. Our
marketing efforts are diversified and designed to gain access to dedicated fleet
services (including those in Mexico and Canada), domestic regional freight
traffic, and cross-docking and consolidation programs.

        Our marketing efforts are conducted by a sales staff of eight employees
who are located in our major markets and supervised from our headquarters. These
individuals emphasize profitability by maintaining an even flow of freight
traffic (taking into account the balance between originations and destinations
in a given geographical area) and high utilization, and minimizing movement of
empty equipment.

        Our five largest customers, for which we provide carrier services
covering a number of geographic locations, accounted for approximately 52%, 55%
and 59% of our total revenues in 1999, 2000 and 2001, respectively. General
Motors Corporation accounted for approximately 30%, 33% and 40% of our revenues
in 1999, 2000 and 2001, respectively.

        We also provide transportation services to other manufacturers who are
suppliers for automobile manufacturers. Approximately 46%, 50% and 55% of our
revenues were derived from transportation services provided to the automobile
industry during 1999, 2000 and 2001, respectively. This portion of our business,
however, is spread over 18 assembly plants and 50 supplier/vendors located
throughout North America, which we believe reduces the risk of a material loss
of business.

Revenue Equipment

        At December 31, 2001, we operated a fleet of 1,660 tractors and 3,932
trailers. We operate late-model, well-maintained premium tractors to help
attract and retain drivers, promote safe operations, minimize maintenance and
repair costs, and improve customer service by minimizing service interruptions
caused by breakdowns. We evaluate our equipment decisions based on factors such
as initial cost, useful life, warranty terms, expected maintenance costs, fuel
economy, driver comfort, customer needs, manufacturer support, and resale value.
Our current policy is to replace most of our tractors within 500,000 miles,
which normally occurs 30 to 48 months after purchase. At December 31, 1,642 of
our 1,660 tractors had guaranteed residual

<PAGE>

buy-back or trade-in values. The following table provides information regarding
our tractor and trailer turnover and the age of our fleet over the past three
years:

                                                        1999    2000    2001
                                                        ----    ----    ----
        Tractors
        --------
             Purchased ..............................    748     304     505
             Disposed ...............................    407     359     258
             End of year total ......................  1,468   1,413   1,660
             Average age at end of year (in years)...    1.6     1.7     1.8
        Trailers
        --------
             Purchased ..............................  1,191      51     228
             Disposed ...............................    129     138      55
             End of year total ......................  3,846   3,759   3,932
             Average age at end of year (in years)...    4.0     4.7     5.3

        We historically have contracted with owner-operators to provide and
operate a small portion of our tractor fleet. Owner-operators provide their own
tractors and are responsible for all associated expenses, including financing
costs, fuel, maintenance, insurance, and taxes. We believe that a combined fleet
complements our recruiting efforts and offers greater flexibility in responding
to fluctuations in shipper demand.

Technology

        We have installed Qualcomm OmnitracsTM display units in all of our
tractors. The Omnitracs system is a satellite-based global positioning and
communications system that allows fleet managers to communicate directly with
drivers. Drivers can provide location status and updates directly to our
computer, saving telephone usage cost and increasing productivity and
convenience. The Omnitracs system provides us with accurate estimated time of
arrival information, which optimizes load selection and service levels to our
customers. In order to lower our tractor-to-trailer ratio, we have also
installed Qualcomm TrailerTracsTM tracking units in all of our trailers. The
TrailerTracs system is a tethered trailer tracking product that enables us to
more efficiently track the location of all trailers in our inventory as they
connect to and disconnect from Qualcomm-equipped tractors.

        Our computer system manages the information provided by the Qualcomm
devices to provide us real-time information regarding the location, status and
load assignment of all of our equipment, which permits us to better meet
delivery schedules, respond to customer inquiries and match equipment with the
next available load. Our system also provides electronically to our customers
real-time information regarding the status of freight shipments and anticipated
arrival times. This system provides our customers flexibility and convenience by
extending supply chain visibility through electronic data interchange, the
Internet and e-mail.


Maintenance

        We have a strictly enforced comprehensive preventive maintenance program
for our tractors and trailers. Inspections and various levels of preventive
maintenance are performed at

<PAGE>

set mileage intervals on both tractors and trailers. Although a significant
portion of maintenance is performed at our primary maintenance facility in
Tontitown, Arkansas, we have additional maintenance facilities in Jacksonville,
Florida; Effingham, Illinois; Columbia, Mississippi; Springfield, Missouri;
Riverdale, New Jersey; Warren and Willard, Ohio; Oklahoma City, Oklahoma; and El
Paso, Irving and Laredo, Texas. These facilities enhance our preventive and
routine maintenance operations and are strategically located on major
transportation routes where a majority of our freight originates and terminates.
A maintenance and safety inspection is performed on all vehicles each time they
return to a terminal.

        Our tractors carry full warranty coverage for at least three years or
350,000 miles. Extended warranties are negotiated with the tractor manufacturer
and manufacturers of major components, such as engine, transmission and
differential, for up to four years or 500,000 miles. Trailers are also warranted
by the manufacturer and major component manufacturers for up to five years.

Drivers

        At December 31, 2001, we utilized 2,012 company drivers in our
operations. We also had 135 owner-operators under contract compensated on a per
mile basis. All of our drivers are recruited, screened, drug tested and trained
and are subject to the control and supervision of our operations and safety
departments. Our driver training program stresses the importance of safety and
reliable, on-time delivery. Drivers are required to report to their driver
managers daily and at the earliest possible moment when any condition en route
occurs that might delay their scheduled delivery time.

        In addition to strict application screening and drug testing, before
being permitted to operate a vehicle our drivers must undergo classroom
instruction on our policies and procedures, safety techniques as taught by the
Smith System of Defensive Driving, and the proper operation of equipment, and
must pass both written and road tests. Instruction in defensive driving and
safety techniques continues after hiring, with seminars at our terminals in
Tontitown, Arkansas; Jacksonville, Florida; Riverdale, New Jersey; Warren, Ohio;
Oklahoma City, Oklahoma; and Irving, Texas. At December 31, 2001, we employed 56
persons on a full-time basis in our driver recruiting, training and safety
instruction programs.

        Our drivers are compensated on the basis of miles driven, loading and
unloading, extra stops and layovers in transit. Drivers can earn bonuses by
recruiting other qualified drivers who become employed by us and both cash and
non-cash prizes are awarded for consecutive periods of safe, accident-free
driving.

        Intense competition in the trucking industry for qualified drivers over
the last several years, along with difficulties and added expense in recruiting
and retaining qualified drivers, has had a negative impact on the industry. Our
operations have also been impacted and from time to time we have experienced
under-utilization and increased expenses due to a shortage of qualified drivers.
We place a high priority on the recruitment and retention of an adequate supply
of qualified drivers.

<PAGE>

Facilities

        We are headquartered and maintain our primary terminal, maintenance
facilities and corporate and administrative offices in Tontitown, Arkansas,
which is located in northwest Arkansas, a major center for the trucking industry
and where support services, including warranty repair services, for most major
tractor and trailer equipment manufacturers are readily available. We also
maintain dispatch offices at our headquarters in Tontitown, Arkansas, as well as
at our offices in Jacksonville, Florida; Breese, Illinois; Columbia,
Mississippi; Warren and Willard, Ohio; Oklahoma City, Oklahoma; Riverdale, New
Jersey; and Irving and Laredo, Texas. These regional dispatch offices facilitate
communications with both our customers and drivers.

Employees

        At December 31, 2001, we employed 2,424 persons, of whom 2,012 were
drivers, 127 were maintenance personnel, 126 were employed in operations, 31
were employed in marketing, 56 were employed in safety and personnel, and 72
were employed in general administration and accounting. None of our employees
are represented by a collective bargaining unit and we believe that our employee
relations are good.

Regulation

        We are a common and contract motor carrier regulated by various federal
and state agencies. We are subject to safety requirements prescribed by the U.S.
Department of Transportation ("DOT"). Such matters as weight and dimension of
equipment are also subject to federal and state regulations. All of our drivers
are required to obtain national driver's licenses pursuant to the regulations
promulgated by the DOT. Also, DOT regulations impose mandatory drug and alcohol
testing of drivers. We believe that we are in compliance in all material
respects with applicable regulatory requirements relating to our trucking
business and operate with a "satisfactory" rating (the highest of three grading
categories) from the DOT.

        The trucking industry is subject to possible regulatory and legislative
changes (such as increasingly stringent environmental, safety and security
regulations and limits on vehicle weight and size) that may affect the economics
of the industry by requiring changes in operating practices or by changing the
demand for common or contract carrier services or the cost of providing
truckload services. These types of future regulations could unfavorably affect
our operations.

<PAGE>

Executive Officers

        Our executive officers are as follows:

                                                               Years of Service
Name                  Age     Position with Company               with P.A.M.
- -------------------- ------   -------------------------------  ----------------

Robert W. Weaver      51      President and Chief Executive            19
                              Officer

W. Clif Lawson        48      Executive Vice President and             17
                              Chief Operating Officer

Larry J. Goddard      43      Vice President - Finance, Chief          14
                              Financial Officer, Secretary
                              and Treasurer

        Each of our executive officers has held his present position with the
company for the last five years. We have entered into employment agreements with
our executive officers with terms extending through 2004.

Risk Factors

        Set forth below and elsewhere in this Report and in other documents we
file with the SEC are risks and uncertainties that could cause our actual
results to differ materially from the results contemplated by the
forward-looking statements contained in this Report.

        Our business is subject to general economic and business factors that
are largely out of our control, any of which could have a material adverse
effect on our operating results.

        Our business is dependent upon a number of factors that may have a
material adverse effect on the results of our operations, many of which are
beyond our control. These factors include significant increases or rapid
fluctuations in fuel prices (which affected our operating performance in 2000
and 2001), excess capacity in the trucking industry, surpluses in the market for
used equipment, interest rates, fuel taxes, license and registration fees,
insurance premiums, self-insurance levels, and difficulty in attracting and
retaining qualified drivers and independent contractors.

        We are also affected by recessionary economic cycles and downturns in
customers' business cycles, particularly in market segments and industries, such
as the automotive industry, where we have a significant concentration of
customers. Economic conditions may adversely affect our customers and their
ability to pay for our services. It is not possible to predict the medium- or
long-term effects of the September 11, 2001 terrorist attacks and subsequent
events on the economy or on customer confidence in the United States, or the
impact, if any, on our future results of operations.

<PAGE>

         We operate in a highly competitive and fragmented industry, and our
business may suffer if we are unable to adequately address downward pricing
pressures and other factors that may adversely affect our ability to compete
with other carriers.

         Numerous competitive factors could impair our ability to maintain our
current profitability. These factors include the following:

         .        we compete with many other truckload carriers of varying sizes
                  and, to a lesser extent, with less-than-truckload carriers and
                  railroads, some of which have more equipment and greater
                  capital resources than we do;

         .        some of our competitors periodically reduce their freight
                  rates to gain business, especially during times of reduced
                  growth rates in the economy, which may limit our ability to
                  maintain or increase freight rates, maintain our margins or
                  maintain significant growth in our business;

         .        many customers reduce the number of carriers they use by
                  selecting so-called "core carriers" as approved service
                  providers, and in some instances we may not be selected;

         .        many customers periodically accept bids from multiple carriers
                  for their shipping needs, and this process may depress freight
                  rates or result in the loss of some of our business to
                  competitors;

         .        the trend toward consolidation in the trucking industry may
                  create other large carriers with greater financial resources
                  and other competitive advantages relating to their size and
                  with whom we may have difficulty competing;

         .        advances in technology require increased investments to remain
                  competitive, and our customers may not be willing to accept
                  higher freight rates to cover the cost of these investments;

         .        competition from Internet-based and other logistics and
                  freight brokerage companies may adversely affect our customer
                  relationships and freight rates; and

         .        economies of scale that may be passed on to smaller carriers
                  by procurement aggregation providers may improve their ability
                  to compete with us.

         We are highly dependent on our major customers, the loss of one or more
of which could have a material adverse effect on our business.

         A significant portion of our revenue is generated from our major
customers. For 2001, our top five customers, based on revenue, accounted for
approximately 59% of our revenue, and our largest customer, General Motors
Corporation, accounted for approximately 40% of our revenue. We also provide
transportation services to other manufacturers who are suppliers for automobile
manufacturers. As a result, concentration of our business within the automobile
industry is

<PAGE>

greater than the concentration in a single customer. Approximately 55% of our
revenues for 2001 were derived from transportation services provided to the
automobile industry.

        Generally, we do not have long-term contractual relationships with our
major customers, and we cannot assure you that our customer relationships will
continue as presently in effect. A reduction in or termination of our services
by our major customers could have a material adverse effect on our business and
operating results.

        We may be unable to successfully integrate businesses we acquire into
our operations.

        Integrating businesses we acquire may involve unanticipated delays,
costs or other operational or financial problems. Successful integration of the
businesses we acquire depends on a number of factors, including our ability to
transition acquired companies to our management information systems. In
integrating businesses we acquire, we may not achieve expected economies of
scale or profitability or realize sufficient revenues to justify our investment.
We also face the risk that an unexpected problem at one of the companies we
acquire will require substantial time and attention from senior management,
diverting management's attention from other aspects of our business. We cannot
be certain that our management and operational controls will be able to support
us as we grow.

        Ongoing insurance and claims expenses could significantly reduce our
earnings.

        After several years of aggressive pricing, insurance carriers have begun
to raise premiums for most trucking companies. We experienced an increase of
approximately $1.0 million in insurance premiums for 2002 and could experience
an additional increase in our insurance and claims expense after our current
coverage expires in December 2002. If these expenses increase, and we are unable
to offset the increase with higher freight rates, our earnings could be
materially and adversely affected.

        Difficulty in attracting drivers could affect our profitability and
ability to grow.

        Periodically, the transportation industry experiences difficulty in
attracting and retaining qualified drivers, including independent contractors,
resulting in intense competition for drivers. We have from time to time
experienced under-utilization and increased expenses due to a shortage of
qualified drivers. If we are unable to continue to attract drivers and contract
with independent contractors, we could be required to adjust our driver
compensation package or let trucks sit idle, which could adversely affect our
growth and profitability.

        If we are unable to retain our key employees, our business, financial
condition and results of operations could be harmed.

        We are highly dependent upon the services of the following key
employees: Robert W. Weaver, our President and Chief Executive Officer; W. Clif
Lawson, our Executive Vice President and Chief Operating Officer; and Larry J.
Goddard, our Vice President and Chief Financial Officer. We do not maintain
key-man life insurance on any of these executives. The loss of any of their
services could have a material adverse effect on our operations and future


<PAGE>

profitability. We must continue to develop and retain a core group of managers
if we are to realize our goal of expanding our operations and continuing our
growth. We cannot assure you that we will be able to do so.

        Increased prices for new revenue equipment and decreases in the value of
used revenue equipment may adversely affect our earnings and cash flows.

        In the past, we have acquired new tractors and trailers at favorable
prices and traded or disposed of them at prices significantly higher than
current market values. There is currently a large supply of used tractors and
trailers on the market, which has depressed the market value of used equipment
to levels significantly below the values we historically received. In addition,
some manufacturers have communicated their intention to raise the prices of new
equipment. If either or both of these events occur, we may increase our
depreciation expense or recognize less gain (or a loss) on the disposition of
our tractors and trailers. This could adversely affect our earnings and cash
flows.

        We have significant ongoing capital requirements that could affect our
profitability if we are unable to generate sufficient cash from operations.

        The trucking industry is very capital intensive. If we are unable to
generate sufficient cash from operations in the future, we may have to limit our
growth, enter into financing arrangements, or operate our revenue equipment for
longer periods, any of which could have a material adverse affect on our
profitability.

        Our operations are subject to various environmental laws and
regulations, the violation of which could result in substantial fines or
penalties.

        We are subject to various environmental laws and regulations dealing
with the handling of hazardous materials, underground fuel storage tanks, and
discharge and retention of stormwater. We operate in industrial areas, where
truck terminals and other industrial activities are located, and where
groundwater or other forms of environmental contamination could occur. We also
maintain bulk fuel storage and fuel islands at three of our facilities. Our
operations involve the risks of fuel spillage or seepage, environmental damage,
and hazardous waste disposal, among others. If we are involved in a spill or
other accident involving hazardous substances, or if we are found to be in
violation of applicable laws or regulations, it could have a materially adverse
effect on our business and operating results. If we should fail to comply with
applicable environmental regulations, we could be subject to substantial fines
or penalties and to civil and criminal liability.


<PAGE>

        We operate in a highly regulated industry and increased costs of
compliance with, or liability for violation of, existing or future regulations
could have a material adverse effect on our business.

        The U.S. Department of Transportation and various state agencies
exercise broad powers over our business, generally governing such activities as
authorization to engage in motor carrier operations, safety, and financial
reporting. We may also become subject to new or more restrictive regulations
relating to fuel emissions, drivers' hours in service, and ergonomics.
Compliance with such regulations could substantially impair equipment
productivity and increase our operating expenses.

Item 2.  Properties.
- -------------------

        Our executive offices and primary terminal facilities, which we own, are
located in Tontitown, Arkansas. These facilities are located on approximately
49.3 acres and consist of 79,193 square feet of office space and maintenance and
storage facilities.

        Our subsidiaries lease terminal facilities in Jacksonville, Florida;
Springfield, Missouri; Riverdale, New Jersey; Warren, Ohio; Oklahoma City,
Oklahoma; and Laredo, and El Paso, Texas; our terminal facilities in Columbia,
Mississippi; Irving, Texas; and Willard, Ohio are owned. The leased facilities
are leased primarily on a month-to-month basis, and provide on-the-road
maintenance and trailer drop and relay stations.

        We also have access to trailer drop and relay stations in various
locations across the country. We lease certain of these facilities on a
month-to-month basis from an affiliate of our majority shareholder.

        We believe that all of the properties that we own or lease are suitable
for their purposes and adequate to meet our needs.

Item 3.  Legal Proceedings.
- --------------------------

        The nature of the our business routinely results in litigation,
primarily involving claims for personal injuries and property damage incurred in
the transportation of freight, and we believe all such litigation is adequately
covered by insurance and that adverse results in one or more of those cases
would not have a material adverse effect on our financial condition.

Item 4.  Submission of Matters to a Vote of Security Holders.
- ------------------------------------------------------------

        No matters were submitted to a vote of our security holders during the
fourth quarter ended December 31, 2001.


<PAGE>

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.
- ------------------------------------------------------------------------------

        Our common stock is traded on the Nasdaq National Market under the
symbol PTSI. The following table sets forth, for the fiscal quarters indicated,
the range of the high and low sales price per share for our common stock as
quoted on the Nasdaq National Market.

Fiscal Year Ended December 31, 2001
- -----------------------------------
                                            High         Low
                                          --------     -------

First Quarter                             $  9.84      $ 7.00
Second Quarter                              10.00        5.88
Third Quarter                               12.00        9.10
Fourth Quarter                              12.85        8.60

Fiscal Year Ended December 31, 2000
- -----------------------------------
                                            High         Low
                                          --------     -------

First Quarter                             $ 11.44      $ 8.50
Second Quarter                              11.00        8.00
Third Quarter                               10.63        8.25
Fourth Quarter                              10.00        7.63

        As of February 7, 2002, there were approximately 260 holders of record
of our common stock. We have not declared or paid any cash dividends on our
common stock. The policy of our board of directors is to retain earnings for the
expansion and development of our business. Future dividend policy and the
payment of dividends, if any, will be determined by the board of directors in
light of circumstances then existing, including our earnings, financial
condition and other factors deemed relevant by the board.


<PAGE>

Item 6.  Selected Financial Data.
- --------------------------------

        The following selected financial and operating data should be read in
conjunction with the Consolidated Financial Statements and notes thereto
included elsewhere herein.

<TABLE>
<CAPTION>
                                                                           Years Ended December 31,
                                                           2001         2000         1999         1998         1997
                                                       -----------------------------------------------------------------
                                                                   (in thousands, except per share amounts)
<S>                                                    <C>             <C>           <C>          <C>           <C>
Statement of operations data:
Operating revenues ................................        $225,794     $205,245     $207,381     $143,164      $127,211
                                                       -----------------------------------------------------------------

Operating expenses:
   Salaries, wages and benefits ...................         100,359       90,680       90,248       65,169        57,662
   Operating supplies .............................          43,289       37,728       35,246       26,511        24,666
   Rent and purchased transportation ..............          10,526       12,542       13,309        1,082         1,655
   Depreciation and amortization ..................          20,300       18,806       18,392       14,003        12,995
   Operating taxes and licenses ...................          11,936       11,140       11,334        8,388         7,581
   Insurance and claims ...........................          10,202        8,674        7,945        6,069         5,571
   Communications and utilities ...................           2,320        2,234        2,365        1,583         1,001
   Other                                                      4,707        3,756        4,388        3,131         2,394
   (Gain) loss on sale or disposal of property ....             886          285         (301)         168            71
                                                       -----------------------------------------------------------------
Total operating expenses ..........................         204,525      185,845      182,926      126,104       113,596
                                                       -----------------------------------------------------------------

Operating income ..................................          21,269       19,400       24,455       17,060        13,615
Interest expense ..................................          (4,477)      (5,048)      (5,650)      (3,830)       (3,423)
Other .............................................               -            -            -            1             -
                                                       -----------------------------------------------------------------

Income before income taxes ........................          16,792       14,352       18,805       13,231        10,192
Income taxes ......................................           6,721        5,694        7,536        5,158         3,892
                                                       -----------------------------------------------------------------

Net income ........................................        $ 10,071     $  8,658     $ 11,269     $  8,073      $  6,300
                                                       =================================================================

Earnings per common share:
Basic .............................................        $   1.18     $   1.02     $   1.34     $   0.97      $   0.77
                                                       =================================================================
Diluted ...........................................        $   1.18     $   1.02     $   1.33     $   0.96      $   0.76
                                                       =================================================================

Average common shares outstanding - Basic .........           8,522        8,455        8,393        8,306         8,192
                                                       =================================================================
Average common shares outstanding - Diluted(1) ....           8,550        8,518        8,488        8,444         8,290
                                                       =================================================================
</TABLE>

- --------------------------
(1)  Diluted income per share for 2001, 2000, 1999, 1998 and 1997 assumes the
     exercise of stock options to purchase an aggregate of 107,369, 208,602,
     262,097, 317,040 and 347,850 shares of common stock, respectively.

<PAGE>

<TABLE>
<CAPTION>
                                                                            At December 31,
                                                 2001           2000             1999            1998           1997
                                             ------------   ------------    -------------   -------------   ------------
Balance Sheet Data:                                                       (in thousands)
<S>                                          <C>            <C>             <C>             <C>             <C>
Total assets ..............................     $182,516      $ 164,518         $168,961        $126,471       $100,688
Long-term debt ............................       47,023         42,073           55,617          44,816         28,226
Stockholders' equity ......................       72,597         62,210           53,365          41,457         33,162

<CAPTION>
                                                                     Year ended December 31,
                                                 2001           2000            1999            1998           1997
                                             ------------   ------------    -------------   -------------   ------------
Operating Data:
<S>                                          <C>            <C>             <C>             <C>             <C>
Operating ratio /1)/ ......................         90.6%          90.5%            88.2%           88.1%          89.3%
Average number of truckloads per week .....        5,399          5,169            4,885           3,425          2,874
Average miles per trip ....................          769            713              734             767            786
Total miles traveled (in thousands) .......      204,303        183,476          186,355         131,847        115,622
Average miles per tractor .................      131,554        128,936          128,966         125,569        125,404
Average revenue per tractor per day .......     $    591      $     579         $    570        $    543       $    539
Average revenue per loaded mile ...........     $   1.17      $    1.18         $   1.18        $   1.15       $   1.17
Empty mile factor .........................          5.5%           5.6%             5.4%            5.5%           5.8%


At end of period:
Total company-owned/leased tractors .......        1,660 /2)/     1,413/(3)/       1,468/(4)/      1,127/(5)/       975/(5)/
Average age of all tractors (in years) ....         1.81           1.72             1.64            1.74           1.94
Total trailers ............................        3,932          3,759            3,846/(6)/      2,784/(7)/     2,678/(8)/
Average age of trailers (in years) ........         5.31           4.66             3.97            3.31           2.85
Number of employees .......................        2,424          2,154            1,899           1,656          1,446
</TABLE>


- ---------------------------------------
(1)   Total operating expenses as a percentage of total operating revenues.
(2)   Includes 135 owner operator tractors.
(3)   Includes 117 owner operator tractors.
(4)   Includes 148 owner operator tractors.
(5)   Includes 94 owner operator tractors.
(6)   Includes 21 trailers leased from an affiliate of our majority shareholder.
(7)   Includes 46 trailers leased from an affiliate of our majority shareholder.
(8)   Includes 66 trailers leased from an affiliate of our majority shareholder.

<PAGE>

Item 7.    Management's Discussion and Analysis of Financial Condition and
- --------------------------------------------------------------------------
           Results of Operations.
           ---------------------

        The following table sets forth the percentage relationship of revenue
and expense items to operating revenues for the periods indicated.

<TABLE>
<CAPTION>
                                                                       Years Ended December 31,
                                                                   2001         2000        1999
                                                                ----------   ----------  ----------
        <S>                                                     <C>          <C>         <C>
        Operating revenues ..................................        100.0%       100.0%      100.0%
                                                                ----------   ----------  ----------

        Operating expenses:
           Salaries, wages and benefits .....................         44.4         44.2        43.5
           Operating supplies ...............................         19.2         18.4        17.0
           Rent and purchased transportation ................          4.7          6.1         6.4
           Depreciation and amortization ....................          9.0          9.2         8.9
           Operating taxes and licenses .....................          5.3          5.4         5.5
           Insurance and claims .............................          4.5          4.2         3.8
           Communications and utilities .....................          1.0          1.1         1.1
           Other                                                       2.1          1.8         2.1
           (Gain) loss on sale or disposal of property ......          0.4          0.1        (0.1)
                                                                ----------   ----------  ----------
        Total operating expenses ............................         90.6         90.5        88.2
                                                                ----------   ----------  ----------

        Operating income ....................................          9.4          9.5        11.8
        Interest expense ....................................         (2.0)        (2.5)       (2.7)
                                                                ----------   ----------  ----------
        Income before income taxes ..........................          7.4          7.0         9.1
        Federal and state income taxes ......................          3.0          2.8         3.6
                                                                ----------   ----------  ----------
        Net income ..........................................          4.4%         4.2%        5.5%
                                                                ==========   ==========  ==========
</TABLE>

<PAGE>

Results of Operations

2001 Compared to 2000

        For the year ended December 31, 2001, our revenues were $226.0 million
as compared to $205.2 million for the year ended December 31, 2000. The increase
relates primarily to an increase in the average number of tractors, from 1,423
in 2000 to 1,553 in 2001, and an increase in our utilization (revenue per
tractor per work day), which increased 2.1%, from $579 in 2000 to $591 in 2001.

        Operating supplies and expenses increased from 18.4% of revenues in 2000
to 19.2% of revenues in 2001. The increase relates to an increase in fuel costs
of 0.3% of revenues, net of a fuel surcharge passed to customers, and an
increase of 0.5% of revenues in equipment repair costs.

        Rent and purchased transportation decreased from 6.1% of revenues in
2000 to 4.7% of revenues in 2001. The decrease relates primarily to a decrease
in amounts paid to other transportation companies in the form of brokerage fees.

        Insurance and claims increased from 4.2% of revenues in 2000 to 4.5% of
revenues in 2001. The increase relates primarily to an increase in rates for
auto liability insurance coverage.

        Loss on sale or disposal of property increased from 0.1% of revenues in
2000 to 0.4% of revenues in 2001. This increase is primarily the result of a
one-time write-down in the amount of $304,810, net of tax, of the value of the
tractors and trailers that we acquired in the Decker Transport Co. Inc.
acquisition, which, unlike the rest of our tractors, do not have guaranteed
residual resale or trade-in values.

        Our effective tax rate increased from 39.7% in 2000 to 40.0% in 2001,
which, combined with increased revenues, resulted in an increase in the
provision for income taxes from $5.7 million in 2000 to $6.7 million in 2001.

        Net income increased to $10.1 million, or 4.4% of revenues, in 2001 from
$8.6 million, or 4.2% of revenues in 2000, representing an increase in diluted
net income per share to $1.18 in 2001 from $1.02 in 2000.

2000 Compared to 1999

        For the year ended December 31, 2000, revenues were $205 million as
compared to $207 million for the year ended December 31, 1999. The decrease
relates primarily to a decrease in the average number of tractors from 1,445 in
1999 to 1,423 in 2000. The decrease in revenue from fewer tractors was partially
offset by an increase in our utilization (revenue per tractor per work day)
which increased 1.6% from $570 in 1999 to $579 in 2000.

        Our operating ratio increased from 88.2% in 1999 to 90.5% in 2000.

        Salaries, wages and benefits increased from 43.5% of revenues in 1999 to
44.2% of revenues in 2000. The increase relates primarily to an increase in
driver pay packages early in the third quarter of 2000.

<PAGE>

        Operating supplies and expenses increased from 17.0% of revenues in 1999
to 18.4% of revenues in 2000. The increase relates primarily to an increase in
fuel costs of 1.3% of revenues net of a fuel surcharge passed to customers.

        Insurance and claims increased from 3.8% of revenues in 1999 to 4.2% of
revenues in 2000. The increase relates primarily to an increase in rates for
auto liability insurance coverage.

        Our effective tax rate decreased from 40.1% in 1999 to 39.7% in 2000.

        Net income decreased to $8.6 million, or 4.2% of revenues, in 2000 from
$11.3 million, or 5.5% of revenues in 1999, representing a decrease in diluted
net income per share to $1.02 in 2000 from $1.33 in 1999.
Quarterly Results of Operations

   The following table presents selected consolidated financial information for
each of our last eight fiscal quarters through December 31, 2001. The
information has been derived from unaudited consolidated financial statements
that, in the opinion of management, reflect all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of the
quarterly information.

Quarterly Results of Operations

   The following table presents selected consolidated financial information for
each of our last eight fiscal quarters through December 31, 2001. The
information has been derived from unaudited consolidated financial statements
that, in the opinion of management, reflect all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of the
quarterly information.
<TABLE>
<CAPTION>
                                                           Quarter Ended
                         ---------------------------------------------------------------------------------
<S>                      <C>       <C>       <C>        <C>       <C>       <C>       <C>        <C>
                         Mar. 31,  June 30,  Sept. 30,  Dec. 31,  Mar. 31,  June 30,  Sept. 30,  Dec. 31,
                           2000      2000       2000      2000      2001      2001       2001      2001
                         --------- --------- ---------- --------- --------- --------- ---------- ---------
                                                            (unaudited)
                                          (in thousands, except earnings per share data)
Operating revenues...... $  54,147 $  53,034 $   47,100 $  50,964 $  58,406 $  57,462 $   53,662 $  56,264
Total operating expenses    49,253    46,965     43,749    45,878    52,861    51,502     49,192    50,971
Operating income........     4,894     6,069      3,351     5,086     5,545     5,960      4,470     5,293
Net income..............     2,128     2,820      1,344     2,366     2,639     2,885      2,002     2,545
Earnings per common
  share:
 Basic.................. $    0.25 $    0.33 $     0.16 $    0.28 $    0.31 $    0.34 $     0.23 $    0.30
                         ========= ========= ========== ========= ========= ========= ========== =========
 Diluted................ $    0.25 $    0.33 $     0.16 $    0.28 $    0.31 $    0.34 $     0.23 $    0.30
                         ========= ========= ========== ========= ========= ========= ========== =========
</TABLE>

Liquidity and Capital Resources

        During 2001, we generated $31.4 million in cash from operating
activities compared to $32.5 million and $39.6 million in 2000 and 1999,
respectively. Investing activities used $36.7 million in cash during 2001
compared to $17.7 million and $47.8 million in 2000 and 1999, respectively. The
cash used in all three years related primarily to the purchase of revenue
equipment (tractors and trailers) used in our operations. Financing activities
generated $5.7 million in cash during 2001 compared to cash used in financing
activities of $17.8 million in 2000 and cash generated by financing activities
of $5.8 million in 1999. In all three years, the cash used as generated in
financing activities was primarily from long-term borrowings incurred to finance
the purchase of revenue equipment used in our operations.

        Our primary use of funds is for the purchase of revenue equipment. We
typically finance the acquisition of revenue equipment through installment notes
with fixed interest rates and terms ranging from 36 to 48 months. At December
31, 2001, we had outstanding indebtedness under such installment notes of $32.9
million. As of February 15, 2002, we had $31.0 million in outstanding
indebtedness under such installment notes, with various maturity dates through
March 1, 2005. The weighted average interest rates on these installment notes
were 6.73%, 6.75% and 6.32% for 1999, 2000 and 2001, respectively.

        We also maintain two $20.0 million revolving lines of credit (Line A and
Line B) with separate financial institutions. Amounts outstanding under Line A
bear interest at LIBOR (on the first day of the month) plus 1.40%, are secured
by our accounts receivable and mature on May 31, 2003. At December 31, 2001,
$11.9 million was outstanding under Line A and at February 15, 2002, $14.4
million was outstanding under Line A (including $2.9 million in letters of
credit), with availability to borrow $5.6 million. Amounts outstanding under
Line B bear interest at LIBOR (on the last day of the previous month) plus
1.15%, are secured by revenue equipment and mature on November 30, 2003. At
December 31, 2001 and February 15, 2002, Line B was fully utilized with $20.0
million outstanding. In an effort to reduce interest rate risk associated with
these floating rate facilities, we have entered into interest rate swap
agreements in an aggregate notional amount of $20.0 million. For additional
information regarding the interest rate swap agreements, see Item 7A of this
Report.
        We occasionally use our existing lines of credit on an interim basis, in
addition to cash flows from operations, to finance capital expenditures and
repay long-term debt. Although we typically utilize long-term installment notes
to finance purchases of revenue equipment, during

<PAGE>

        2000 and 2001, we utilized cash on hand and our lines of credit to
finance revenue equipment purchases for an aggregate of $28.8 million and $39.4
million, respectively.

        On February 20, 2002, we filed a registration statement for the public
sale of 3,475,000 shares of our common stock, representing 2,100,000 shares to
be sold by us and 1,375,000 shares to be sold by certain of our stockholders. If
the offering is completed, we expect to receive net proceeds from the 2,100,000
shares proposed to be sold by us, after deducting underwriting commissions and
estimated expenses, of approximately $39 million (we will not receive any
proceeds from the sale of shares by the selling stockholders). We intend to use
approximately $31.0 million of the proceeds to repay all amounts outstanding
under installment notes and approximately $8 million to reduce our indebtedness
under Line A.

        For 2002, we expect to purchase approximately 465 new tractors and
approximately 280 trailers while continuing to sell or trade older equipment,
which we expect to result in net capital expenditures of approximately $23.9
million. We are also in the process of expanding our corporate headquarters at
our main facility in Tontitown, Arkansas. We expect the expansion to cost
approximately $2.3 million, which we expect to finance from cash on hand and
advances under Line A.

        On January 18, 2002, we entered into a non-binding letter of intent to
purchase for cash certain assets of East Coast Transport, Inc., a freight
brokerage operation based in Paulsboro, New Jersey. Consummation of the
transaction is subject to the satisfactory completion of a due diligence
investigation, negotiation of a definitive agreement and receipt of various
regulatory approvals. If the transaction is completed, we do not expect the
ultimate purchase price to have a material impact on our liquidity or financial
condition.

        Regardless of whether we consummate the proposed acquisition of East
Coast Transport or the proposed public stock offering, we expect that our
working capital and available credit under our credit lines will be sufficient
to meet our capital commitments and fund our operating needs for at least the
next twelve months.

Insurance

        Auto liability and collision coverage are subject to a $2,500 deductible
per occurrence while cargo loss coverage has a $5,000 deductible. We maintain a
reserve for estimated losses for claims incurred, and maintain a reserve for
claims incurred but not reported (based on our historical experience). We are
insured for workers' compensation claims in excess of $350,000. We have reserved
for estimated losses to pay such claims as incurred as well as claims incurred
but not reported. We have not experienced any adverse trends involving
differences in claims experienced versus claims estimates for workers'
compensation reserves. Letters of credit are held by a bank as security for
workers' compensation claims in Arkansas, Oklahoma, Mississippi, and Florida,
and two letters of credit are held by a bank for auto liability claims.

<PAGE>

        Insurance carriers have recently begun to raise premiums for most
trucking companies. We experienced an increase of approximately $1.0 million in
insurance premiums for 2002 and could experience additional increases after our
current coverage expires in December 2002.

Seasonality

        Our revenues do not exhibit a significant seasonal pattern, due
primarily to our varied customer mix. Operating expenses can be somewhat higher
in the winter months, primarily due to decreased fuel efficiency and increased
maintenance costs associated with inclement weather. In addition, the automobile
plants for which we transport a large amount of freight typically utilize
scheduled shutdowns of two weeks in July and one week in December and the volume
of freight we ship is reduced during such scheduled plant shutdowns.

Inflation

        Inflation has an impact on most of our operating costs. Recently, the
effect of inflation has been minimal.

        Competition for drivers has increased in recent years, leading to
increased labor costs. While increases in fuel and driver costs affect our
operating costs, the effects of such increases are not greater for us than for
other trucking concerns.

Item 7A.  Quantitative and Qualitative Disclosure about Market Risk.
- -------------------------------------------------------------------

        Our primary market risk exposures include commodity price risk (the
price paid to obtain diesel fuel for our tractors) and interest rate risk. The
potential adverse impact of these risks and the general strategies we employ to
manage such risks are discussed below.

        The following sensitivity analyses do not consider the effects that an
adverse change may have on the overall economy nor do they consider additional
actions we may take to mitigate our exposure to such changes. Actual results of
changes in prices or rates may differ materially from the hypothetical results
described below.

Commodity Price Risk

        Prices and availability of all petroleum products are subject to
political, economic and market factors that are generally outside of our
control. Accordingly, the price and availability of diesel fuel, as well as
other petroleum products, can be unpredictable. Because our operations are
dependent upon diesel fuel, significant increases in diesel fuel costs could
materially and adversely affect our results of operations and financial
condition. For 2001 and 2000, fuel expenses represented 15.7% and 16.1%,
respectively, of our total operating expenses. Based upon our 2001 fuel
consumption, a 10% increase in the average annual price per gallon of diesel
fuel would increase our annual fuel expenses by $3.2 million.

        In August 2000 and July 2001, we entered into agreements to obtain price
protection and reduce a portion of our exposure to fuel price fluctuations.
Under these agreements, we were obligated to purchase minimum amounts of diesel
fuel per month, with a price protection

<PAGE>

component, for the six month periods ended March 31, 2001 and February 28, 2002.
The agreements also provide that if during the 48 months commencing April 2001,
the price of heating oil on the New York Mercantile Exchange ("NY MX HO") falls
below $.58 per gallon, we are obligated to pay, for a maximum of twelve
different months selected by the contract holder during such 48-month period,
the difference between $.58 per gallon and NY MX HO average price, multiplied by
900,000 gallons. Accordingly, in any month in which the holder exercises such
right, we would be obligated to pay the holder $9,000 for each cent by which
$.58 exceeds the average NY MX HO price for that month. For example, the NY MX
HO average price during February 2002 was approximately $.54, and if the holder
were to exercise its payment right, we would be obligated to pay the holder
approximately $36,000. In addition, if during any month in the twelve-month
period commencing January 2005, the average NY MX HO is below $.58 per gallon,
we will be obligated to pay the contract holder the difference between $.58 and
the average NY MX HO price for such month, multiplied by 1,000,000 gallons.

Interest Rate Risk

        Our two $20.0 million lines of credit each bear interest at a floating
rate equal to LIBOR plus a fixed percentage. Accordingly, changes in LIBOR,
which are effected by changes in interest rates generally, will affect the
interest rate on, and therefore our costs under, the lines of credit. In an
effort to manage the risks associated with changing interest rates, we entered
into interest rate swap agreements effective February 28, 2001 and May 31, 2001,
on notional amounts of $15,000,000 and $5,000,000, respectively. The "pay fixed
rates" under the $15,000,000 and $5,000,000 swap agreements are 5.08% and 4.83%,
respectively. The "receive floating rate" for both swap agreements is "1-month"
LIBOR. These interest rate swap agreements terminate on March 2, 2006 and June
2, 2006, respectively. Assuming $20.0 million of variable rate debt was
outstanding under each of Line A and Line B for a full fiscal year, a
hypothetical 100 basis point increase in LIBOR would result in approximately
$200,000 of additional interest expense, net of the effect of the swap
agreements. For additional information with respect to the interest rate swap
agreements, see Note 10 to our consolidated financial statements.

Item 8. Financial Statements and Supplementary Data.
- ---------------------------------------------------

        The following statements are filed with this report:

            Report of Independent Public Accountants

            Consolidated Balance Sheets - December 31, 2001 and 2000

            Consolidated Statements of Income - Years ended December 31, 2001,
        2000 and 1999

            Consolidated Statements of Shareholders' Equity - Years ended
        December 31, 2001, 2000 and 1999

            Consolidated Statements of Cash Flows - Years ended December 31,
        2001, 2000 and 1999

            Notes to Consolidated Financial Statements

<PAGE>

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
P.A.M. Transportation Services, Inc.:

   We have audited the accompanying consolidated balance sheets of P.A.M.
Transportation Services, Inc. (a Delaware corporation) and subsidiaries as of
December 31, 2001 and 2000, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

   In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of P.A.M.
Transportation Services, Inc. and subsidiaries as of December 31, 2001 and
2000, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States.

   Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index of
financial statements is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

                                          Arthur Andersen LLP
Tulsa, Oklahoma
February 21, 2002

<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

                          CONSOLIDATED BALANCE SHEETS
                   (thousands, except shares and par value)

<TABLE>
<CAPTION>
                                                   December 31,
                                                ------------------
                                                  2001      2000
                                                --------  --------
<S>                                             <C>       <C>
Assets
Current assets:
 Cash and cash equivalents..................... $    896  $    485
 Accounts receivable:
   Trade.......................................   24,327    23,291
   Other.......................................      744       640
 Operating supplies and inventories............      255        71
 Prepaid expenses and deposits.................    3,980     3,426
 Deferred income taxes.........................      472       401
 Income taxes refundable.......................      393       628
                                                --------  --------
    Total current assets.......................   31,067    28,942
Property and equipment:
 Land..........................................    2,237     1,337
 Structures and improvements...................    4,336     3,158
 Revenue equipment.............................  198,482   173,512
 Service vehicles..............................      595       583
 Office furniture and equipment................    6,252     6,046
                                                --------  --------
                                                 211,902   184,636
 Accumulated depreciation......................  (70,190)  (59,308)
                                                --------  --------
                                                 141,712   125,328
Other assets:
 Excess of cost over net assets acquired,
   net of amortization (2001--$1,782;
   2000--$1,378)...............................    8,102     8,506
 Non-competition agreements, net of
   accumulated amortization (2001--$392;
   2000--$261).................................       --       131
 Other.........................................    1,635     1,611
                                                --------  --------
                                                   9,737    10,248
                                                --------  --------
    Total assets............................... $182,516  $164,518
                                                ========  ========
Liabilities and Shareholders' Equity
Current liabilities:
 Trade accounts payable........................ $  7,800  $ 10,610
 Accrued expenses..............................    8,722     8,074
 Current portion of long-term debt.............   17,692    17,753
                                                --------  --------
    Total current liabilities..................   34,214    36,437
Long-term debt, less current portion...........   47,023    42,073
Deferred income taxes..........................   28,682    23,798
Shareholders' equity:
 Preferred stock, $.01 par value:
   Authorized shares--10,000,000
 Issued and outstanding shares:
   2001 and 2000--0............................       --        --
 Common stock, $.01 par value:
   Authorized shares--20,000,000
 Issued and outstanding shares:
   2001--8,611,957; 2000--8,469,657............       86        85
 Additional paid-in capital....................   20,461    19,638
 Accumulated other comprehensive loss..........     (508)       --
 Retained earnings.............................   52,558    42,487
                                                --------  --------
    Total shareholders' equity.................   72,597    62,210
                                                --------  --------
    Total liabilities and shareholders'
     equity.................................... $182,516  $164,518
                                                ========  ========
</TABLE>

                            See accompanying notes.

<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

                       CONSOLIDATED STATEMENTS OF INCOME
                      (thousands, except per share data)

<TABLE>
<CAPTION>
                                                 Year ended December 31,
                                              ----------------------------
                                                2001      2000      1999
                                              --------  --------  --------
     <S>                                      <C>       <C>       <C>
     Operating revenues...................... $225,794  $205,245  $207,381
     Operating expenses and costs:
        Salaries, wages and benefits.........  100,359    90,680    90,248
        Operating supplies and expenses......   43,289    37,728    35,246
        Rents and purchased transportation...   10,526    12,542    13,309
        Depreciation and amortization........   20,300    18,806    18,392
        Operating taxes and licenses.........   11,936    11,140    11,334
        Insurance and claims.................   10,202     8,674     7,945
        Communications and utilities.........    2,320     2,234     2,365
        Other................................    4,707     3,756     4,388
        (Gain) loss on sale or disposal of
          equipment..........................      886       285      (301)
                                              --------  --------  --------
                                               204,525   185,845   182,926
                                              --------  --------  --------
     Operating income........................   21,269    19,400    24,455
     Interest expense........................   (4,477)   (5,048)   (5,650)
                                              --------  --------  --------
     Income before income taxes..............   16,792    14,352    18,805
     Federal and state income taxes:
        Current..............................    1,301     1,056     2,107
        Deferred.............................    5,420     4,638     5,429
                                              --------  --------  --------
                                                 6,721     5,694     7,536
                                              --------  --------  --------
     Net income.............................. $ 10,071  $  8,658  $ 11,269
                                              ========  ========  ========
     Earnings per common share:
        Basic................................ $   1.18  $   1.02  $   1.34
                                              ========  ========  ========
        Diluted.............................. $   1.18  $   1.02  $   1.33
                                              ========  ========  ========
     Average common shares outstanding:
        Basic................................    8,522     8,455     8,393
                                              ========  ========  ========
        Diluted..............................    8,550     8,518     8,488
                                              ========  ========  ========
</TABLE>


                            See accompanying notes.


<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                  (thousands)
<TABLE>
<CAPTION>
                                                Additional           Accumulated
                                         Common  Paid-In   Retained     Other
                                         Stock   Capital   Earnings Comprehensive  Total
                                         ------ ---------- -------- ------------- -------
<S>                                      <C>    <C>        <C>      <C>           <C>
Balances at December 31, 1998...........  $83    $18,814   $22,560      $  --     $41,457
   Net income...........................   --         --    11,269         --      11,269
   Exercise of stock options--shares
     issued.............................    1        488        --         --         489
   Tax benefits of stock options........   --        150        --         --         150
                                          ---    -------   -------      -----     -------
Balances at December 31, 1999...........   84     19,452    33,829         --      53,365
   Net income...........................   --         --     8,658         --       8,658
   Exercise of stock options--shares
     issued.............................    1        186        --         --         187
                                          ---    -------   -------      -----     -------
Balances at December 31, 2000...........   85     19,638    42,487         --      62,210
   Components of comprehensive income:
   Net earnings.........................   --         --    10,071         --      10,071
   Unrealized loss on hedge, net of tax
     of $339............................   --         --        --       (508)       (508)
                                          ---    -------   -------      -----     -------
   Total comprehensive income...........   --         --        --         --       9,563
                                          ---    -------   -------      -----     -------
   Exercise of stock options--shares
     issued.............................    1        823        --         --         824
                                          ---    -------   -------      -----     -------
Balances at December 31, 2001...........  $86    $20,461   $52,558      $(508)    $72,597
                                          ===    =======   =======      =====     =======
</TABLE>


                            See accompanying notes.

<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (thousands)

<TABLE>
<CAPTION>
                                                                          Year ended December 31,
                                                                      -------------------------------
                                                                        2001       2000       1999
                                                                      ---------  ---------  ---------
<S>                                                                   <C>        <C>        <C>
Operating activities
Net income........................................................... $  10,071  $   8,658  $  11,269
Adjustments to reconcile net income to net cash provided by operating
  activities:
   Depreciation and amortization.....................................    20,300     18,806     18,392
   Non-competition agreement amortization............................       131        131        427
   Provision for deferred income taxes...............................     5,420      4,638      5,429
   (Gain) loss on sale or disposal of equipment......................       886        285       (301)
   Changes in operating assets and liabilities, net of acquisition:
       Accounts receivable...........................................    (1,556)      (242)     2,322
       Prepaid expenses and other assets.............................      (763)       592        563
       Income taxes refundable.......................................       235       (516)       (75)
       Trade accounts payable........................................    (3,927)      (295)       920
       Accrued expenses..............................................       648        400        609
                                                                      ---------  ---------  ---------
Net cash provided by operating activities............................    31,445     32,457     39,555
                                                                      ---------  ---------  ---------
Investing activities
Purchases of property and equipment..................................   (47,515)   (30,732)   (51,480)
Proceeds from sale or disposal of equipment..........................    10,536     12,842     12,668
Lease payments received on direct financing leases...................       232        231        670
Acquisition of business, net of cash acquired........................        --         --     (9,642)
                                                                      ---------  ---------  ---------
Net cash used in investing activities................................   (36,747)   (17,659)   (47,784)
                                                                      ---------  ---------  ---------
Financing activities
Borrowings under line of credit......................................   278,147    196,472    199,508
Repayments under line of credit......................................  (258,197)  (191,295)  (195,559)
Borrowings of long-term debt.........................................     7,943      4,384     24,179
Repayments of long-term debt.........................................   (23,004)   (27,158)   (22,589)
Other................................................................       824       (273)       284
                                                                      ---------  ---------  ---------
Net cash provided by (used in) financing activities..................     5,713    (17,870)     5,823
                                                                      ---------  ---------  ---------
Net increase (decrease) in cash and cash equivalents.................       411     (3,072)    (2,406)
Cash and cash equivalents at beginning of year.......................       485      3,557      5,963
                                                                      ---------  ---------  ---------
Cash and cash equivalents at end of year............................. $     896  $     485  $   3,557
                                                                      =========  =========  =========
</TABLE>

                            See accompanying notes.


<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  ACCOUNTING POLICIES

Description of Business and Consolidation

   P.A.M. Transportation Services, Inc. (the Company), through its
subsidiaries, operates as a truckload motor carrier.

   The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries: P.A.M. Transport, Inc., P.A.M. Dedicated
Services, Inc., Choctaw Express, Inc., Allen Freight Services, Inc., T.T.X.,
Inc., and Decker Transport Co., Inc. All significant intercompany accounts and
transactions have been eliminated.

   Majority ownership of the Company is held by an affiliate of another
transportation company.

Cash and Cash Equivalents

   The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

Accounts Receivable

   Accounts receivable is presented net of an allowance for doubtful accounts
of $1,514,000 and $656,000 at December 31, 2001 and 2000, respectively. The
Company recorded bad debt expense of approximately $897,000, $29,000 and
$29,000 for the years ending December 31, 2001, 2000 and 1999, respectively.

Tire Purchases

   Tires purchased with revenue equipment are capitalized as a cost of the
related equipment. Replacement tires are included in other current assets and
are amortized over a 24-month period. Amounts paid for the recapping of tires
are expensed when incurred.

Excess of Cost Over Net Assets Acquired

   The excess of cost over net assets acquired, or goodwill, is being amortized
on a straight-line basis over 25 years. The carrying value of goodwill will be
reviewed if the facts and circumstances suggest that it may be impaired. No
reduction of goodwill was required in 2001, 2000, or 1999. See "Recent
Accounting Pronouncements".

Claims Liabilities

   With respect to cargo loss, physical damage and auto liability, the Company
maintains insurance coverage to protect it from certain business risks. These
policies are with various carriers and have deductibles of $2,500 per
occurrence. During 1998 the Company changed from being self-insured for
workers' compensation coverage in Arkansas, Oklahoma, Mississippi and Florida
with excess coverage maintained for claims exceeding $250,000, to being
fully-insured for workers' compensation coverage in those states. The Company
continues to be self-insured for workers' compensation coverage in Ohio with
excess coverage maintained for claims exceeding $350,000. The Company has
reserved for estimated losses to pay such claims as incurred as well as claims
incurred but not reported. The Company has not experienced any adverse trends
involving differences in

<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

claims experienced versus claims estimates for workers' compensation reserves.
Letters of credit in the amounts of $100,000, $200,000, $250,000, and $100,000
are held by a bank as security for workers' compensation claims in Arkansas,
Oklahoma, Mississippi, and Florida, respectively, and letters of credit
aggregating $569,500 are held by a bank for auto liability claims.

Revenue Recognition Policy

   The Company recognizes revenue based upon relative transit time in each
reporting period.

Repairs and Maintenance

   Repairs and maintenance costs are expensed as incurred.

Property and Equipment

   Property and equipment is recorded at cost. For financial reporting
purposes, the cost of such property is depreciated principally by the
straight-line method. For tax reporting purposes, accelerated depreciation or
applicable cost recovery methods are used. Gains and losses are reflected in
the year of disposal. The following is a table reflecting estimated ranges of
asset lives by major class of depreciable assets:

<TABLE>
<CAPTION>
                                                 Estimated
                    Asset Class                  Asset Life
                    -----------                  ----------
                    <S>                          <C>
                    Revenue Equipment........... 3-7 years
                    Service Vehicles............ 3-5 years
                    Office Furniture & Equipment 3-7 years
                    Structures & Improvements... 5-30 years
</TABLE>

Income Taxes

   The Company applies the provisions of Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes (SFAS No. 109). SFAS No. 109
requires recognition of deferred tax liabilities and assets for expected future
consequences of events that have been included in a company's financial
statements or tax return. Under this method, deferred tax liabilities and
assets are determined based on the difference between the financial statements
and the tax basis of assets and liabilities using enacted tax rates.

Business Segment and Concentrations of Credit Risk

   The Company operates in one business segment, motor carrier operations. The
Company provides transportation services to customers throughout the United
States and portions of Canada and Mexico. The Company performs ongoing credit
evaluations and generally does not require collateral. The Company maintains
reserves for potential credit losses and such losses have been within
management's expectations.

   In 2001, 2000 and 1999, one customer accounted for 40%, 33% and 30% of
revenues, respectively. A second customer accounted for 8%, 10% and 9% of
revenues in 2001, 2000 and 1999, respectively. The Company's largest customer
is an automobile manufacturer. The Company also provides transportation
services to other manufacturers who are suppliers for automobile manufacturers
including the Company's largest customer. As a result, concentration of the
Company's business within the automobile industry is greater than the
concentration in a single customer. Of the Company's revenues for 2001, 2000
and 1999, 55%, 50% and 46%, respectively, were derived from transportation
services provided to the automobile manufacturing industry.

<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Compensation to Employees

   Stock based compensation to employees is accounted for based on the
intrinsic value method under Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees.

Recent Accounting Pronouncements

   In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities, (SFAS No. 133), which was amended by Statement of
Financial Accounting Standards No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities--an Amendment of FASB Statement No.
133 (SFAS No. 138). SFAS No. 133 establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet as
either an asset or liability measured at its fair value. SFAS No. 133 requires
that changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Companies must formally
document, designate, and assess the effectiveness of transactions that receive
hedge accounting. SFAS No. 138 amends the accounting and reporting standards
for certain derivative instruments and certain hedging activities, including
the normal purchases and normal sales exception.

   SFAS No. 133 is effective for fiscal years beginning after June 15, 2000 and
must be applied to (a) derivative instruments and (b) certain derivative
instruments embedded in hybrid contracts that were issued, acquired, or
substantively modified after December 31, 1997 (and, at the company's election,
before January 1, 1998).

   On January 1, 2001, the Company adopted SFAS No. 133. The Company had no
transition adjustment as a result of adopting SFAS No. 133 on January 1, 2001
as the Company's only derivative instruments were entered into after January 1,
2001. (Note 10)

   In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, Business Combinations (SFAS No. 141),
and Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets, (SFAS No. 142) and announced the approval for issuance of
Statement of Financial Accounting Standards No. 143, Accounting for Asset
Retirement Obligations (SFAS No. 143).

   SFAS No. 141 requires all business combinations completed after June 30,
2001, to be accounted for under the purchase method. This standard also
establishes for all business combinations made after June 30, 2001, specific
criteria for the recognition of intangible assets separately from goodwill.
SFAS No. 141 also requires that the excess of the fair value of acquired assets
over cost (negative goodwill) be recognized immediately as an extraordinary
gain, rather than deferred and amortized. The Company will account for all
future business combinations under SFAS No. 141.

   SFAS No. 142 addresses the accounting for goodwill and other intangible
assets after an acquisition. Goodwill and other intangibles that have
indefinite lives will no longer be amortized, but will be subject to annual
impairment tests. All other intangible assets will continue to be amortized
over their estimated useful lives. The Company adopted this statement on
January 1, 2002. At that time, amortization of existing goodwill ceased on the
unamortized portion of goodwill associated with acquisitions. This will have a
favorable annual impact of approximately $243,000, net of tax. SFAS No. 142
also requires a new methodology for the testing of impairment of goodwill and
other intangibles that have indefinite lives. During 2002, the Company will
begin testing goodwill for impairment under the new rules, applying a
fair-value-based test. At this time, the Company

<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

has not yet determined what impact, if any, the change in the required approach
to impairment testing will have on either its financial position or results of
operations.

   SFAS No. 143 provides accounting requirements for retirement obligations
associated with tangible long-lived assets, including: (i) the timing of
liability recognition; (ii) initial measurement of the liability;
(iii) allocation of asset retirement cost to expense; (iv) subsequent
measurement of the liability; and (v) financial statement disclosures. SFAS No.
143 requires that an asset retirement cost should be capitalized as part of the
cost of the related long-lived asset and subsequently allocated to expense
using a systematic and rational method. This standard becomes effective for
fiscal years beginning after June 15, 2002. The Company will adopt the
Statement effective January 1, 2003. At this time, the Company has not yet
determined what impact, if any, the adoption of this Statement will have on
either its financial position or results of operations.

   In October 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS
No. 144 addresses financial accounting and reporting for impairment or disposal
of long-lived assets. This Statement supersedes FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets to be Disposed Of, and the
accounting and reporting provisions of APB Opinion No. 30, Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions", for the disposal of a segment of a business. This Statement also
amends ARB No. 51, Consolidated Financial Statements, to eliminate the
exception to consolidation for a subsidiary for which control is likely to be
temporary. SFAS No. 144 is effective for fiscal years beginning after December
15, 2001. At present, the Company is currently assessing but has not yet
determined the complete impact, if any, that the adoption of SFAS No. 144 will
have on its financial position and results of operations.

Reclassifications

   Certain reclassifications have been made to prior years' consolidated
financial statements to conform to the current year presentation. These
reclassifications had no impact on net income.

Use of Estimates

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

2.  ACCRUED EXPENSES

<TABLE>
<CAPTION>
                                                        December 31,
                                                        -------------
                                                         2001   2000
                                                        ------ ------
                                                         (thousands)
          <S>                                           <C>    <C>
          Payroll...................................... $1,607 $1,266
          Accrued vacation.............................    911    784
          Taxes........................................  1,575  1,654
          Interest.....................................    159    195
          Driver escrows...............................    803    818
          Insurance....................................  1,852  1,652
          Current portion of non-competition agreements     --    131
          Self-insurance claims reserves...............  1,815  1,574
                                                        ------ ------
                                                        $8,722 $8,074
                                                        ====== ======
</TABLE>

<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


3.  LONG-TERM DEBT

   Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                                ---------------
                                                                                 2001    2000
                                                                                ------- -------
                                                                                  (thousands)
<S>                                                                             <C>     <C>
Equipment financings (1)....................................................... $32,883 $47,496
Line of credit with a bank, due May 31, 2003 and collateralized by accounts
  receivable (2)...............................................................   9,076   4,127
Line of credit with a bank, due November 30, 2003 and collateralized by revenue
  equipment (3)................................................................  20,000   5,000
Note payable (4)...............................................................   1,810   2,602
Other (5)......................................................................     946     601
                                                                                ------- -------
                                                                                 64,715  59,826
Less current maturities........................................................  17,692  17,753
                                                                                ------- -------
                                                                                $47,023 $42,073
                                                                                ======= =======
</TABLE>
- --------
(1)Equipment financings consist of installment obligations for revenue and
   service equipment purchases, payable in various monthly installments through
   2005, at a weighted average interest rate of 6.32% and collateralized by
   equipment with a net book value of approximately $41.9 million at December
   31, 2001.
(2)The line of credit agreement with a bank provides for maximum borrowings of
   $20.0 million and contains certain restrictive covenants that must be
   maintained by the Company on a consolidated basis. Borrowings on the line of
   credit are at an interest rate of LIBOR as of the first day of the month
   plus 1.40%. The Company was in compliance with all provisions of the
   agreement at December 31, 2001.
(3)The line of credit agreement with a bank provides for maximum borrowings of
   $20.0 million and contains certain restrictive covenants that must be
   maintained by the Company on a consolidated basis. Borrowings on the line of
   credit are at an interest rate of LIBOR as of the last day of the previous
   month plus 1.15%. The Company was in compliance with all provisions of the
   agreement at December 31, 2001.
(4)6.0% note to the former owner of Decker Transport Company, Inc., payable in
   monthly installments of $77,216 through January 2004 and secured by a letter
   of credit from a bank in the amount of $1,300,000.
(5)Various notes with interest rates ranging from 6.0% to 8.0% payable in
   monthly installments through December 2005.

   Scheduled annual maturities on long-term debt outstanding at December 31,
2001 are:

<TABLE>
<CAPTION>
                                     (thousands)
                                <S>  <C>
                                2002   $17,692
                                2003    40,379
                                2004     4,140
                                2005     2,504
                                2006        --
                                       -------
                                       $64,715
                                       =======
</TABLE>

   Interest payments of approximately $4.5 million, $5.1 million, and $5.5
million were made during 2001, 2000 and 1999, respectively.


<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


4.  INCOME TAXES

   Under SFAS No. 109, deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the carrying amounts for income tax
purposes.

   Significant components of the Company's deferred tax liabilities and assets
are as follows:

<TABLE>
<CAPTION>
                                                       December 31,
                                                      ---------------
                                                       2001    2000
                                                      ------- -------
                                                        (thousands)
           <S>                                        <C>     <C>
           Deferred tax liabilities:
              Property and equipment................. $32,863 $29,301
              Prepaid expenses.......................   1,975   1,722
                                                      ------- -------
                  Total deferred tax liabilities.....  34,838  31,023
           Deferred tax assets:
              Alternative minimum tax credit.........   3,345   4,785
              Investment credit carryovers...........      --     355
              Allowance for doubtful accounts........     575     249
              Vacation reserves......................     346     297
              Self-insurance reserves................   1,396   1,225
              Non-competition agreement..............     505     515
              Other..................................     461     200
                                                      ------- -------
                  Total deferred tax assets..........   6,628   7,626
                                                      ------- -------
           Net deferred tax liabilities.............. $28,210 $23,397
                                                      ======= =======
</TABLE>

   The reconciliation between the effective income tax rate and the statutory
Federal income tax rate is presented in the following table:

<TABLE>
<CAPTION>
                                                    Year ended December 31,
                                                    ----------------------
                                                     2001    2000    1999
                                                    ------  ------  ------
                                                          (thousands)
    <S>                                             <C>     <C>     <C>
    Income tax at the statutory Federal rate of 34% $5,709  $4,879  $6,394
    Nondeductible expenses.........................    338     311     330
    State income taxes.............................    (98)   (195)    (82)
    Other..........................................   (130)   (336)   (255)
                                                    ------  ------  ------
    Federal income taxes...........................  5,819   4,659   6,387
    State income taxes.............................    902   1,035   1,149
                                                    ------  ------  ------
    Total income taxes............................. $6,721  $5,694  $7,536
                                                    ======  ======  ======
    Effective tax rate.............................   40.0%   39.7%   40.1%
                                                    ======  ======  ======
</TABLE>

<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The current income tax provision consists of the following:

<TABLE>
<CAPTION>
                                2001     2000     1999
                               ------   ------   ------
                                   (thousands)
                       <S>     <C>      <C>      <C>
                       Federal $  951   $  656   $1,866
                       State..    350      400      241
                               ------   ------   ------
                               $1,301   $1,056   $2,107
                               ======   ======   ======
</TABLE>

   The Company has alternative minimum tax credits of approximately $3.3
million at December 31, 2001, which carryover indefinitely.

   Income taxes paid totaled approximately $1,100,000, $1,100,000 and
$2,200,000 for the years ended December 31, 2001, 2000 and 1999, respectively.

5.  SHAREHOLDERS' EQUITY

   The Company maintains an incentive stock option plan and a nonqualified
stock option plan for the issuance of options to directors, officers, key
employees and others. The option price under these plans is the fair market
value of the stock at the date the options were granted, ranging from $6.00 to
$10.63 as of December 31, 2001. At December 31, 2001, approximately 625,000
shares were available for granting future options.

   Outstanding incentive stock options at December 31, 2001, must be exercised
within six years from the date of grant and vest in increments of 20% each
year. Outstanding nonqualified stock options at December 31, 2001 must be
exercised within five to six years and certain nonqualified options may not be
exercised within one year of the date of grant.

   Transactions in stock options under these plans are summarized as follows:

<TABLE>
<CAPTION>
                                                   Shares
                                                Under Option Price Range
                                                ------------ ------------
       <S>                                      <C>          <C>
       Outstanding at December 31, 1998........    326,050   $2.38-$10.63
          Granted..............................     55,000   $8.63-$10.25
          Exercised............................   (115,000)  $2.38-$6.00
          Canceled.............................     (1,050)  $2.38
                                                  --------   ------------
       Outstanding at December 31, 1999........    265,000   $5.75-$10.63
          Granted..............................     10,000   $9.13
          Exercised............................    (29,700)  $5.75-$6.75
          Canceled.............................     (5,000)  $7.38-$9.13
                                                  --------   ------------
       Outstanding at December 31, 2000........    240,300   $5.75-$10.63
          Granted..............................      8,000   $8.25
          Exercised............................   (142,300)  $5.75-$7.38
          Canceled.............................     (1,000)  $7.38
                                                  --------   ------------
       Outstanding at December 31, 2001........    105,000   $6.00-$10.63
                                                  ========   ============
       Options exercisable at December 31, 2001     81,000
                                                  ========
</TABLE>


<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The following is a summary of stock options outstanding as of December 31,
2001:

<TABLE>
<CAPTION>
                                        Weighted
                                Option   Average
                     Options   Exercise Remaining   Options
                   Outstanding  Price     Years   Exercisable
                   ----------- -------- --------- -----------
                   <S>         <C>      <C>       <C>
                      2,000     $ 6.50      .4       2,000
                      1,000     $ 6.00     1.2       1,000
                      3,000     $10.63     2.2       3,000
                     30,000     $ 9.25     2.5      24,000
                      8,000     $ 8.63     3.2       8,000
                     45,000     $10.25     3.6      27,000
                      8,000     $ 9.13     4.2       8,000
                      8,000     $ 8.25     5.2       8,000
                     -------                        ------
                    105,000                         81,000
                     =======                        ======
</TABLE>

   The Company adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS
No. 123"). Accordingly, no compensation cost has been recognized for the stock
option plans. Had compensation cost for the Company's stock option plans been
determined consistent with the provisions of SFAS No. 123, the Company's net
income and earnings per share would have been reduced to the pro forma amounts
indicated below:

<TABLE>
<CAPTION>
                                              2001    2000   1999
             -                               ------- ------ -------
                                                  (thousands)
             <S>                             <C>     <C>    <C>
             Net income:
                As reported................. $10,071 $8,658 $11,269
                Pro forma................... $10,023 $8,542 $11,076
             Earnings per share as reported:
                Basic....................... $  1.18 $ 1.02 $  1.34
                Diluted..................... $  1.18 $ 1.02 $  1.33
             Pro forma earnings per share:
                Basic....................... $  1.18 $ 1.01 $  1.32
                Diluted..................... $  1.18 $ 1.00 $  1.31
</TABLE>

   The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted average
assumptions used during the periods above: dividend yield of 0%; expected
volatility range of 31.63% to 76.64%; risk-free interest rate range of 4.74% to
7.02%; and expected lives of five years.

<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


6.  EARNINGS PER SHARE

   The Company applies Statement of Financial Accounting Standards No. 128,
Earnings Per Share, for computing and presenting earnings per share. Basic
earnings per common share were computed by dividing net income by the weighted
average number of shares outstanding during the period. Diluted earnings per
common share were calculated as follows:

<TABLE>
<CAPTION>
                                            For the Year Ended
                                            December 31, 2001
                                         ------------------------
                                                        Per Share
                                         Income  Shares  Amount
                                         ------- ------ ---------
                                            (thousands, except
                                             per share data)
              <S>                        <C>     <C>    <C>
              Basic earnings per share
                 Net income............. $10,071 8,522    $1.18
                 Options issued.........            28
              Diluted earnings per share
                 Net income............. $10,071 8,550    $1.18
</TABLE>

<TABLE>
<CAPTION>
                                            For the Year Ended
                                             December 31, 2000
                                          -----------------------
                                                        Per Share
                                          Income Shares  Amount
                                          ------ ------ ---------
                                            (thousands, except
                                              per share data)
               <S>                        <C>    <C>    <C>
               Basic earnings per share
                  Net income............. $8,658 8,455    $1.02
                  Options issued.........           63
               Diluted earnings per share
                  Net income............. $8,658 8,518    $1.02
</TABLE>

<TABLE>
<CAPTION>
                                            For the Year Ended
                                            December 31, 1999
                                         ------------------------
                                                        Per Share
                                         Income  Shares  Amount
                                         ------- ------ ---------
                                            (thousands, except
                                             per share data)
              <S>                        <C>     <C>    <C>
              Basic earnings per share
                 Net income............. $11,269 8,393    $1.34
                 Options issued.........            95
              Diluted earnings per share
                 Net income............. $11,269 8,488    $1.33
</TABLE>

7.  PROFIT SHARING PLAN

   P.A.M. Transport, Inc. sponsors a profit sharing plan for the benefit of all
eligible employees. The plan qualifies under Section 401(k) of the Internal
Revenue Code thereby allowing eligible employees to make tax deductible
contributions to the plan. The plan provides for employer matching
contributions of 50% of each participant's voluntary contribution up to 3% of
the participant's compensation. Total employer matching contributions to the
plan totaled approximately $225,000, $255,000 and $200,000 in 2001, 2000 and
1999, respectively.


<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


8.  COMMITMENTS AND CONTINGENCIES

   The Company is not a party to any pending legal proceedings which management
believes to be material to the financial position or results of operations of
the Company. The Company maintains liability insurance against risks arising
out of the normal course of its business.

9.  FAIR VALUE OF FINANCIAL INSTRUMENTS

   The following methods and assumptions were used by the Company in estimating
fair value disclosures for financial instruments:

   Cash and cash equivalents--The carrying amount reported in the balance sheet
for cash and cash equivalents approximates fair value.

   Long-term debt--The fair values of the Company's long-term debt are
estimated using discounted cash flow analyses, based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements.

   Lines of credit--The carrying amount for the line of credit approximates
fair value.

   Interest hedges--The fair value of all hedging financial instruments is the
amount at which they could be settled, based on estimates determined by dealers.

   The carrying amounts and fair values of the Company's financial instruments
at December 31 are as follows (in thousands):

<TABLE>
<CAPTION>
                                          2001             2000
                                    ---------------- ----------------
                                    Carrying  Fair   Carrying  Fair
                                     Amount   Value   Amount   Value
                                    -------- ------- -------- -------
          <S>                       <C>      <C>     <C>      <C>
          Cash and cash equivalents $   896  $   896 $   485  $   485
          Long-term debt...........  35,639   35,583  50,699   50,305
          Lines of credit..........  29,076   29,076   9,127    9,127
          Interest hedges..........     847      847      --       --
</TABLE>

10.  DERIVATIVES AND HEDGING ACTIVITIES

   Effective February 28, 2001, the Company entered into an interest rate swap
agreement on a notional amount of $15,000,000. The pay fixed rate under the
swap is 5.08%, while the receive floating rate is "1-month" LIBOR. This
interest rate swap agreement terminates on March 2, 2006. Effective May 31,
2001 the Company entered into an interest rate swap agreement on a notional
amount of $5,000,000. The pay fixed rate under the swap is 4.83%, while the
receive floating rate is "1-month" LIBOR. This interest rate swap agreement
terminates on June 2, 2006.

   The Company designates both of these interest rate swaps as cash flow hedges
of its exposure to variability in future cash flows resulting from interest
payments indexed to "1-month" LIBOR. Changes in future cash flows


<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

from the interest rate swaps will offset changes in interest rate payments on
the first $20,000,000 of the Company's current revolving credit facility or
future "1-month" LIBOR based borrowings that reset on the second London
Business Day prior to the start of the next interest period. The hedge locks
the interest rate at 5.08% or 4.83% plus the pricing spread (currently 1.15%)
for the notional amounts of $15,000,000 and $5,000,000, respectively.

   These interest rate swap agreements meet the specific hedge accounting
criteria. The measurement of hedge effectiveness is based upon a comparison of
the floating-rate leg of the swap and the hedged floating-rate cash flows on
the underlying liability. The effective portion of the cumulative gain or loss
has been reported as a component of accumulated other comprehensive loss in
shareholders' equity and will be reclassified into current earnings by June 2,
2006, the latest termination date for all current swap agreements. At December
31, 2001, the net after tax deferred hedging loss in accumulated other
comprehensive loss was approximately $508,000. There was no ineffectiveness
recorded during 2001. At December 31, 2001, approximately $150,000 of the
amount in accumulated other comprehensive loss is expected to be reclassified
into earnings during 2002.

11.  SUBSEQUENT EVENTS

   On January 18, 2002, the Company signed a non-binding letter of intent to
acquire for cash certain assets of a transportation brokerage company. The
transaction is subject to completion of a due diligence investigation,
negotiation and execution of a definite agreement and receipt of certain
regulatory approvals.

   On February 20, 2002, the Company filed a registration statement on Form S-2
under the Securities Act of 1933, to register 3,475,000 shares of the Company's
common stock to be sold in a secondary offering.

12.  QUARTERLY RESULTS OF OPERATIONS (Unaudited)

   The tables below present quarterly financial information for 2001 and 2000:

<TABLE>
<CAPTION>
                                                       2001
                                                Three Months Ended
                                     -----------------------------------------
                                     March 31 June 30 September 30 December 31
                                     -------- ------- ------------ -----------
                                        (thousands, except per share data)
  <S>                                <C>      <C>     <C>          <C>
  Operating revenues................ $58,406  $57,462   $53,662      $56,264
  Operating expenses................  52,861   51,502    49,192       50,970
                                     -------  -------   -------      -------
  Operating income..................   5,545    5,960     4,470        5,294
  Other expenses--net...............   1,147    1,159     1,148        1,023
  Income taxes......................   1,759    1,916     1,320        1,726
                                     -------  -------   -------      -------
  Net income........................ $ 2,639  $ 2,885   $ 2,002      $ 2,545
                                     =======  =======   =======      =======
  Net income per common share:
     Basic.......................... $   .31  $   .34   $   .23      $   .30
                                     =======  =======   =======      =======
     Diluted........................ $   .31  $   .34   $   .23      $   .30
                                     =======  =======   =======      =======
  Average common shares outstanding:
     Basic..........................   8,474    8,484     8,525        8,607
                                     =======  =======   =======      =======
     Diluted........................   8,519    8,526     8,537        8,617
                                     =======  =======   =======      =======
</TABLE>


<PAGE>

                     P.A.M. TRANSPORTATION SERVICES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


<TABLE>
<CAPTION>
                                                       2000
                                                Three Months Ended
                                     -----------------------------------------
                                     March 31 June 30 September 30 December 31
                                     -------- ------- ------------ -----------
                                        (thousands, except per share data)
  <S>                                <C>      <C>     <C>          <C>
  Operating revenues................ $54,147  $53,034   $47,100      $50,964
  Operating expenses................  49,253   46,965    43,749       45,878
                                     -------  -------   -------      -------
  Operating income..................   4,894    6,069     3,351        5,086
  Other expenses--net...............   1,354    1,368     1,184        1,142
  Income taxes......................   1,412    1,881       823        1,578
                                     -------  -------   -------      -------
  Net income........................ $ 2,128  $ 2,820   $ 1,344      $ 2,366
                                     =======  =======   =======      =======
  Net income per common share:
     Basic.......................... $   .25  $   .33   $   .16      $   .28
                                     =======  =======   =======      =======
     Diluted........................ $   .25  $   .33   $   .16      $   .28
                                     =======  =======   =======      =======
  Average common shares outstanding:
     Basic..........................   8,440    8,444     8,465        8,470
                                     =======  =======   =======      =======
     Diluted........................   8,515    8,515     8,525        8,520
                                     =======  =======   =======      =======
</TABLE>


<PAGE>

Item 9.   Changes in and Disagreements with Accountants on Accounting and
- -----------------------------------------------------------------------
          Financial Disclosure.
          --------------------

     No response is required to this item.

                                    PART III

     Except as to information with respect to executive officers, which is
contained in a separate heading under Item 1 to this Form 10-K, the information
required by Part III of Form 10-K is, pursuant to General Instruction G (3) of
Form 10-K, incorporated by reference from our definitive proxy statement to be
filed pursuant to Regulation 14A for our Annual Meeting of Stockholders to be
held on May 2, 2002. We will, within 120 days of the end of our fiscal year,
file with the Securities and Exchange Commission a definitive proxy statement
pursuant to Regulation 14A.

Item 10.  Directors and Executive Officers of the Registrant.
- ------------------------------------------------------------

     The information responsive to this item is incorporated by reference from
the section entitled "Election of Directors" contained in the proxy statement.

Item 11.  Executive Compensation.
- --------------------------------

     The information responsive to this item is incorporated by reference from
the section entitled "Executive Compensation" contained in the proxy statement.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------

     The information responsive to this item is incorporated by reference from
the section entitled "Security Ownership of Certain Beneficial Owners and
Management" contained in the proxy statement.

Item 13.  Certain Relationships and Related Transactions.
- --------------------------------------------------------

     The information responsive to this item is incorporated by reference from
the section entitled "Certain Relationships and Related Transactions" contained
in the proxy statement.

<PAGE>

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
- --------------------------------------------------------------------------

(a) 1.  Financial Statements and Auditors' Report.
        -----------------------------------------

        The following financial statements and auditors' report have been filed
in response to Item 8 in Part II of this report:

         Report of Independent Public Accountants

         Consolidated Balance Sheets - December 31, 2001 and 2000

         Consolidated Statements of Income - Years ended December 31, 2001,
         2000 and 1999

         Consolidated Statements of Shareholders' Equity - Years ended December
         31, 2001, 2000 and 1999

         Consolidated Statements of Cash Flows - Years ended December 31, 2001,
         2000 and 1999

         Notes to Consolidated Financial Statements

(a) 2.  Financial Statement Schedules.
        -----------------------------

        The following supporting financial statement schedule is filed with this
report:

         II - Valuation and Qualifying Accounts - Years Ended December 31, 2001,
2000 and 1999

        All other schedules are omitted as the required information is
inapplicable, or the information is presented in the consolidated financial
statements or related notes.

(a) 3.  Exhibits.
        --------

        The Exhibit Index filed herewith and appearing immediately following the
signature page hereto is incorporated by reference in response to this Item.

(b) Reports on Form 8-K.
    -------------------

        A Current Report on Form 8-K was filed on October 23, 2001 regarding a
press release issued to announce our third quarter 2001 results. No other
reports on Form 8-K were filed during the fourth quarter ended December 31,
2001.

<PAGE>

SCHEDULE II

                      P.A.M. TRANSPORTATION SERVICES, INC.

                        VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>
                                                                   ADDITIONS
                                                                   ---------
                             -------------- ----------------- ----------------- ---------------- -----------------
                               Balance at        Charged to      Charged to                         Balance at
                                Beginning         Costs and         Other                              End of
Description                     of Period          Expenses        Accounts         Deductions         Period
- -----------                  -------------------------------------------------------------------------------------
<S>                              <C>               <C>          <C>                  <C>              <C>
2001 - Allowance for
doubtful accounts                $656,432          $897,872               --           39,348          1,514,956
2000 - Allowance for
doubtful accounts                 655,043                --             1,389             --             656,432
1999 - Allowance for
doubtful accounts                 579,333                --            75,710             --             655,043
</TABLE>








<PAGE>

                                   SIGNATURES
                                   ----------

        Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                 P.A.M. TRANSPORTATION SERVICES, INC.


Dated: February 28, 2002         By:   /s/ Robert W. Weaver
                                     -------------------------------------------
                                     ROBERT W. WEAVER
                                     President and Chief Executive Officer
                                     (principal executive officer)

Dated: February 28, 2002         By:   /s/ Larry J. Goddard
                                     -------------------------------------------
                                     LARRY J. GODDARD, Vice President - Finance,
                                     Chief Financial Officer, Secretary and
                                     Treasurer (principal financial and
                                     accounting officer)

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:

                                 P.A.M. TRANSPORTATION SERVICES, INC.

Dated: February 28, 2002         By:     /s/ Robert W. Weaver
                                      ------------------------------------------
                                      ROBERT W. WEAVER, President and Chief
                                      Executive Officer, Director

Dated: February 28, 2002         By:     /s/ Matthew T. Moroun
                                      ------------------------------------------
                                      MATTHEW T. MOROUN, Director

Dated: February 28, 2002         By:     /s/ Daniel C. Sullivan
                                      ------------------------------------------
                                      DANIEL C. SULLIVAN, Director

Dated: February 28, 2002         By:     /s/ Charles F. Wilkins
                                      ------------------------------------------
                                      CHARLES F. WILKINS, Director

Dated: February 28, 2002         By:     /s/ Frederick P. Calderone
                                      ------------------------------------------
                                      FREDERICK P. CALDERONE, Director






<PAGE>

                                  EXHIBIT INDEX
                                  -------------

        The following exhibits are filed with or incorporated by reference into
this report. The exhibits which are denominated by an asterisk (*) were
previously filed as a part of, and are hereby incorporated by reference from
either (i) the Form S-1 Registration Statement under the Securities Act of 1933,
as filed with the Securities and Exchange Commission on July 30, 1986,
Registration No. 33-7618, as amended on August 8, 1986, September 3, 1986 and
September 10, 1986 ("1986 S-1"); (ii) the Annual Report on Form 10-K for the
year ended December 31, 1987 ("1987 10-K"); (iii) the Annual Report on Form 10-K
for the year ended December 31, 1992 ("1992 10-K"); (iv) the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994 ("6/30/94 10-Q"); (v) the
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 ("6/30/95
10-Q"); (vi) the Quarterly Report on Form 10-Q for the quarter ended September
30, 1996 (9/30/96 10-Q); (vii) the Annual Report on Form 10-K for the year ended
December 31, 1996 ("1996 10-K"); or (viii) the Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998 ("6/30/98 10-Q").

<TABLE>
<CAPTION>
Exhibit #             Description of Exhibit
- ----------------      -----------------------------------------------------------------------------------------------
<S>                   <C>
*3.1             ---  Amended and Restated Certificate of Incorporation of the Registrant (Exh. 3.1, 1986 S-1)

*3.1.1           ---  Amendment to Certificate of Incorporation dated June 24, 1987 (Exh. 3.1.1, 1987 10-K)

*3.2             ---  Amended and Restated By-Laws of the Registrant (Exh. 3.2, 1986 S-1)

*3.2.1           ---  Amendment to Article I, Section 3 of Bylaws of Registrant (Exh. 3.2.1, 1986 S-1)

*3.2.2           ---  Amendments to Bylaws of Registrant adopted May 7, 1987 (Exh. 3.2.2, 1987 10-K)

*3.2.3           ---  Amendments to Bylaws of Registrant adopted January 4, 1993 (Exh. 3.2.3, 1992 10-K)

*4.1             ---  Specimen Stock Certificate (Exh. 4.1, 1986 S-1)

*4.2             ---  Loan Agreement dated July 26, 1994 among First Tennessee Bank National Association,
                      Registrant and P.A.M. Transport, Inc. together with Promissory Note (Exh. 4.1, 6/30/94 10-Q)

*4.2.1           ---  Security Agreement dated July 26, 1994 between First Tennessee Bank National Association and
                      P.A.M. Transport, Inc. (Exh. 4.2, 6/30/94 10-Q)

*4.3             ---  First Amendment to Loan Agreement dated June 27, 1995 by and among P.A.M. Transport, Inc.,
                      First Tennessee Bank National Association and P.A.M. Transportation Services, Inc., together
                      with Promissory Note in the principal amount of $2,500,000 (Exh. 4.1.1, 6/30/95 10-Q)

*4.3.1           ---  First Amendment to Security Agreement dated June 28, 1995 by and between P.A.M. Transport,
                      Inc. and First Tennessee Bank National Association (Exh. 4.2.2, 6/30/95 10-Q)

*4.3.2           ---  Security Agreement dated June 27, 1995 by and between Choctaw Express, Inc. and First
                      Tennessee Bank National Association (Exh. 4.1.3, 6/30/95 10-Q)

*4.3.3           ---  Guaranty Agreement of P.A.M. Transportation Services, Inc. dated June 27, 1995 in favor of
                      First Tennessee Bank National Association respecting $10,000,000 line of credit (Exh. 4.1.4,
                      6/30/95 10-Q)
</TABLE>

<PAGE>

<TABLE>
<S>                   <C>
*4.4             ---  Second Amendment to Loan Agreement dated July 3, 1996 by and among P.A.M. Transport, Inc.,
                      First Tennessee Bank National Association and P.A.M. Transportation Services, Inc., together
                      with Promissory Note in the principal amount of $5,000,000 (Exh. 4.1.1, 9/30/96 10-Q)

*4.4.1           ---  Second Amendment to Security Agreement dated July 3, 1996 by and between P.A.M. Transport,
                      Inc. and First Tennessee National Bank Association (Exh. 4.1.2, 9/30/96 10-Q)

*4.4.2           ---  First Amendment to Security Agreement dated July 3, 1996 by and between Choctaw Express, Inc.
                      and First Tennessee Bank National Association (Exh. 4.1.3, 9/30/96 10-Q)

*4.4.3           ---  Security Agreement dated July 3, 1996 by and between Allen Freight Services, Inc. and First
                      Tennessee Bank National Association (Exh. 4.1.4, 9/30/96 10-Q)

 4.5.1           ---  Loan Agreement dated as of November 22, 2000 by and between P.A.M. Transport, Inc. and SunTrust Bank

 4.5.2           ---  Revolving Credit Note dated November 22, 2000

 4.5.3           ---  Security Agreement by and between P.A.M. Transport, Inc. and SunTrust Bank

 4.5.4           ---  First Amendment to Loan Agreement, Revolving Credit Note and Security Deposit

                 ---  No other long-term debt instrument of the Registrant or
                      its subsidiaries authorizes indebtedness exceeding 10% of
                      the total assets of the Registrant and its subsidiaries on
                      a consolidated basis and the Registrant hereby undertakes
                      to provide the Commission upon request with any long-term
                      debt instrument not filed herewith.

*10.1            ---  Employment Agreement between the Registrant and Robert W. Weaver, dated July 1, 1998 (Exh.
                      10.1, 6/30/98 10-Q)

 10.1.1          ---  Employment Agreement between the Registrant and Robert W. Weaver, effective July 1, 2002.

 10.2            ---  Employment Agreement between the Registrant and W. Clif Lawson, dated January 1, 2002

 10.3            ---  Employment Agreement between the Registrant and Larry J. Goddard, dated January 1, 2002

*10.4            ---  1995 Stock Option Plan, effective June 29, 1995 (Exh. 10.6, 1996 10-K)

 10.5            ---  Interest rate swap agreement, dated March 1, 2001

 10.6            ---  Interest rate swap agreement dated June 1, 2001

 21.1            ---  Subsidiaries of the Registrant

 23.1            ---  Consent of Arthur Andersen LLP
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5.1
<SEQUENCE>3
<FILENAME>dex451.txt
<DESCRIPTION>LOAN AGREEMENT, DATED 11/22/00
<TEXT>
<PAGE>

                                                                   EXHIBIT 4.5.1



                                 LOAN AGREEMENT

                          dated as of November 22, 2000

                                     between

                             P.A.M. TRANSPORT, INC.
                                   as Borrower


                                       and

                                  SUNTRUST BANK
                                    as Lender

<PAGE>


                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                           <C>
ARTICLE I DEFINITIONS; CONSTRUCTION..........................................    1
     Section 1.1  Definitions................................................    1
     Section 1.2  Accounting Terms and Determination.........................    9
     Section 1.3  Terms Generally............................................    9
ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS...............................    9
     Section 2.1  Revolving Loans and Revolving Credit Note..................    9
     Section 2.2  Procedure for Revolving Loans..............................   10
     Section 2.3  Termination of Commitment..................................   10
     Section 2.4  Repayment of Loan..........................................   10
     Section 2.5  Interest on Loans..........................................   10
     Section 2.6  Letter of Credit Fees......................................   11
     Section 2.7  Computation of Interest and Fees...........................   11
     Section 2.11 Payments Generally.........................................   11
     Section 2.12 Letters of Credit..........................................   11
ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT..............   14
     Section 3.1  Conditions To Effectiveness................................   14
     Section 3.2  Each Credit Event..........................................   14
ARTICLE IV REPRESENTATIONS AND WARRANTIES....................................   15
     Section 4.1  Existence; Power...........................................   15
     Section 4.2  Organizational Power; Authorization........................   15
     Section 4.3  Governmental Approvals; No Conflicts.......................   15
     Section 4.4  Financial Statements.......................................   16
     Section 4.6  Compliance with Laws and Agreements........................   16
     Section 4.7  Investment Company Act, Etc................................   16
     Section 4.8  Taxes......................................................   16
     Section 4.9  Margin Regulations.........................................   17
     Section 4.10 ERISA......................................................   17
     Section 4.11 Ownership of Property......................................   17
     Section 4.12 Disclosure.................................................   17
     Section 4.13 Labor Relations............................................   17
     Section 4.14 Subsidiaries...............................................   17
ARTICLE V AFFIRMATIVE COVENANTS..............................................   18
     Section 5.1 Financial Statements and Other Information..................   18
     Section 5.2  Notices of Material Events.................................   19
     Section 5.3  Existence; Conduct of Business.............................   19
     Section 5.4  Compliance with Laws, Etc..................................   19
     Section 5.5  Payment of Obligations.....................................   19
     Section 5.6  Books and Records..........................................   20
     Section 5.7  Visitation, Inspection, Etc................................   20
     Section 5.8  Maintenance of Properties; Insurance.......................   20
     Section 5.9  Use of Proceeds and Letters of Credit......................   20
     Section 5.10 Additional Subsidiaries....................................   20
</TABLE>

                                        i

<PAGE>


<TABLE>
<S>                                                                           <C>
ARTICLE VI FINANCIAL COVENANTS................................................  21
     Section 6.1  Leverage Ratio..............................................  21
     Section 6.2  Adjusted Funded Debt to EBITDAR Ratio.......................  21
     Section 6.3  Consolidated Tangible Net Worth.............................  21
     Section 6.4  Profitability...............................................  21
ARTICLE VII NEGATIVE COVENANTS................................................  21
     Section 7.1  Fundamental Changes.........................................  21
     Section 7.2  Accounting Changes..........................................  22
ARTICLE VIII EVENTS OF DEFAULT................................................  22
     Section 8.1 Events of Default............................................  22
ARTICLE IX MISCELLANEOUS......................................................  24
     Section 9.1  Notices.....................................................  24
     Section 9.2  Waiver; Amendments..........................................  25
     Section 9.3  Expenses; Indemnification...................................  26
     Section 9.4  Successors and Assigns......................................  27
     Section 9.5  Governing Law; Jurisdiction; Consent to Service of Process..  28
     Section 9.6  WAIVER OF JURY TRIAL........................................  28
     Section 9.7  Right of Setoff.............................................  29
     Section 9.8  Counterparts; Integration...................................  29
     Section 9.9  Survival....................................................  29
     Section 9.10 Severability................................................  29
     Section 9.11 Confidentiality.............................................  30
     Section 9.12 Interest Rate Limitation....................................  30
</TABLE>

                                      ii

<PAGE>


Exhibits
- --------

     Exhibit A      -   Revolving Credit Note
     Exhibit B      -   Form of Subsidiary Guarantee Agreement
     Exhibit C      -   Form of Parent Corporation Guarantee Agreement
     Exhibit 2.2    -   Notice of Revolving Borrowing
     Exhibit 4.14   -   List of Subsidiaries

                                      iii

<PAGE>


                                                                   EXHIBIT 4.5.1

                                 LOAN AGREEMENT
                                 --------------

       THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of
                                  ---------
November 22, 2000 by and between P.A.M. TRANSPORT, INC., an Arkansas
corporation (the "Borrower") and SUNTRUST BANK, a Georgia banking corporation
                  --------
(the "Lender").

                                   WITNESSETH:
                                   ----------

       WHEREAS, the Borrower has requested that the Lender establish a
$15,000,000 revolving credit facility;

       WHEREAS, subject to the terms and conditions of this Agreement,
the Lender is willing to establish the requested revolving credit facility.

       NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Borrower and the Lender agree as follows:

                                    ARTICLE I

                             DEFINITIONS; CONSTRUCTION
                             -------------------------

       Section 1.1 Definitions. In addition to the other terms defined herein,
                   -----------
the following terms used herein shall have the meanings herein specified (to be
equally applicable to both the singular and plural forms of the terms defined):

       "Adjusted LIBO Rate" shall mean the rate per annum equal to the LIBOR
Rate plus one and fifteen hundredths of one percent (1.15%) per annum.

       "Affiliate" shall mean, as to any Person, any other Person that
directly, or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such Person.

       "Availability Period" shall mean the period from the Closing Date to the
Commitment Termination Date.

       "Base Rate" shall mean the higher of (i) the per annum rate which the
Lender publicly announces from time to time to be its prime lending rate, as in
effect from time to time, and (ii) the Federal Funds Rate, as in effect from
time to time, plus one-half of one percent (0.50%). The Lender's prime lending
rate is a reference rate and does not necessarily represent the lowest or best
rate charged to customers. The Lender may make commercial loans or other loans
at rates of interest at, above or below the Lender's prime lending rate. Each
change in the Lender's prime lending rate shall be effective from and including
the date such change is publicly announced as being effective.

       "Borrower" shall mean P.A.M. Transport, Inc., and its permitted
successors and assigns.

       "Borrowing Base" means the sum of 100% of the book value of Pledged
Vehicles.


<PAGE>

       "Borrowing Base Certificate" means the certificate to be delivered by
Borrower to Lender monthly, setting forth in reasonable detail the
identification of Pledged Vehicles and the book value thereof, as certified by
a Responsible Officer of Borrower.

       "Business Day" shall mean (i) any day other than a Saturday, Sunday or
other day on which commercial banks in Nashville, Tennessee are authorized or
required by law to close and (ii) any day on which dealings in Dollars are
carried on in the London interbank market.

       "Change in Control" shall mean the occurrence of one or more of the
following events: (a) any sale, lease, exchange or other transfer (in a single
transaction or a series of related transactions) of all or substantially all of
the assets of the Borrower to any Person or "group" (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder in effect on the date hereof), (b) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Person or
"group" (within the meaning of the Securities Exchange Act of 1934 and the
rules of the Securities and Exchange Commission thereunder as in effect on the
date hereof) of 30% or more of the outstanding shares of the voting stock of
the Borrower; or (c) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were neither
(i) nominated by the current board of directors or (ii) appointed by directors
so nominated.

       "Closing Date" shall mean the date on which the conditions precedent set
forth in Section 3.1 and Section 3.2 have been satisfied or waived in
         -----------     -----------
accordance with Section 9.2.
                -----------

       "Code" shall mean the Internal Revenue Code of 1986, as amended and in
effect from time to time.

       "Commitment" shall mean the Revolving Commitment.

       "Commitment Termination Date" shall mean the earliest of (i) November
30, 2002 or (ii) the date on which all amounts outstanding under this Agreement
have become due and payable (by acceleration or otherwise).

       "Consolidated EBITDA" shall mean, for the Borrower, the Parent
Corporation and its Subsidiaries for any period, an amount equal to the sum of
(a) Consolidated Net Income for such period plus (b) to the extent deducted in
determining Consolidated Net Income for such period, (i) Consolidated Interest
Expense, (ii) income tax expense, (iii) depreciation and amortization and (iv)
all other non-cash charges, determined on a consolidated basis in accordance
with GAAP in each case for such period.

       "Consolidated EBITDAR" shall mean, for the Borrower, the Parent
Corporation and its Subsidiaries for any period, an amount equal to the sum of
(a) Consolidated EBITDA and (b) Consolidated Lease Expense.

       "Consolidated Interest Expense" shall mean, for the Borrower, the Parent
Corporation and its Subsidiaries for any period determined on a consolidated
basis in accordance with GAAP, the sum of (i) total cash interest expense,
including without limitation the interest component of any payments in respect
of Capital lease obligations capitalized or expensed during such period
(whether or not actually paid during such period) plus (ii) the net amount
payable (or minus the net amount receivable) under Hedging Agreements during
such period (whether or not actually paid or received during such period).


                                      2

<PAGE>

       "Consolidated Lease Expense" shall mean, for any period, the aggregate
amount of fixed and contingent rentals payable by the Borrower, the Parent
Corporation and its Subsidiaries with respect to leases of real and personal
property (excluding Capital lease obligations) determined on a consolidated
basis in accordance with GAAP for such period.

       "Consolidated Net Income" shall mean, for any period, the net income (or
loss) of the Borrower, the Parent Corporation and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP, but
excluding therefrom (to the extent otherwise included therein) (i) any
extraordinary gains or losses, (ii) any gains attributable to write-ups of
assets and (iii) any equity interest of the Borrower, the Parent Corporation or
any Subsidiary of the Borrower in the unremitted earnings of any Person that is
not a Subsidiary and (iv) any income (or loss) of any Person accrued prior to
the date it becomes a Subsidiary or is merged into or consolidated with the
Borrower, the Parent Corporation or any Subsidiary on the date that such
Person's assets are acquired by the Borrower, the Parent Corporation or any
Subsidiary.

       "Consolidated Net Worth" shall mean, as of any date, (i) the total
assets of the Borrower, the Parent Corporation and its Subsidiaries that would
be reflected on their consolidated balance sheet as of such date prepared in
accordance with GAAP, after eliminating all amounts properly attributable to
minority interests, if any, in the stock and surplus of Subsidiaries, minus the
                                                                      -----
sum of (i) the total liabilities of the Borrower, the Parent Corporation and
its Subsidiaries that would be reflected on the consolidated balance sheet as
of such date prepared in accordance with GAAP and (ii) the amount of any
write-up in the book value of any assets resulting from a revaluation thereof
or any write-up in excess of the cost of such assets acquired reflected on the
consolidated balance sheet of the Borrower as of such date prepared in
accordance with GAAP.

       "Consolidated Tangible Net Worth" shall mean, as of any date, (i) the
total assets of the Borrower, the Parent Corporation and its Subsidiaries that
would be reflected on the consolidated balance sheet as of such date prepared
in accordance with GAAP, after eliminating all amounts properly attributable to
minority interests, if any, in the stock and surplus of Subsidiaries, minus the
                                                                      -----
sum of (i) the total liabilities of the Borrower, the Parent Corporation and
its Subsidiaries that would be reflected on the consolidated balance sheet as
of such date prepared in accordance with GAAP, (ii) the amount of any write-up
in the book value of any assets resulting from a revaluation thereof or any
write-up in excess of the cost of such assets acquired reflected on the
consolidated balance sheet as of such date prepared in accordance with GAAP and
(iii) the net book amount of all assets of the Borrower, the Parent Corporation
and its Subsidiaries that would be classified as intangible assets on a
consolidated balance sheet as of such date prepared in accordance with GAAP.

       "Consolidated Total Debt" shall mean, as of any date of determination,
all Indebtedness of the Borrower, the Parent Corporation and its Subsidiaries
that would be reflected on a consolidated balance sheet prepared in accordance
with GAAP as of such date.

       "Consolidated Total Funded Debt" shall mean, with respect to Borrower,
the Parent Corporation and its Subsidiaries, without duplication, the sum of
(i) all Indebtedness represented by money borrowed, (ii) purchase money
indebtedness, (iii) principal portion of capitalized leases, (iv) the present
value of all minimum lease payment commitments with respect to operating leases
determined based upon a discount rate of 10% in accordance with the discounted
present value analytical methodology, (v) outstandings under asset
securitization

                                      3

<PAGE>

vehicles, (vi) conditional sales contracts and similar title
retention debt instruments, including any current maturities of such
indebtedness which by its terms matures more than one year from the date of any
calculation thereof and/or which is renewable or extendible at the option of
the obligor to a date beyond one year from such date, (vii) commercial letters
of credit and the maximum amount of all performance and standby letters of
credit issued or bankers' acceptances created for the account of the Borrower,
the Parent Corporation or any Subsidiary, (viii) all Funded Debt of other
entities or persons which has been guaranteed by the Borrower, the Parent
Corporation or any Subsidiary or which is supported by a letter of credit
issued for the account of the Borrower, the Parent Corporation or any
Subsidiary, (ix) liability under any bond, indenture, note or similar
instrument, and (x) the redemption amount with respect to any redeemable
preferred stock of the Borrower, the Parent Corporation or any Subsidiary
required to be redeemed within the next 12 months.

       "Control" shall mean the power, directly or indirectly, either to (i)
vote 5% or more of securities having ordinary voting power for the election of
directors (or persons performing similar functions) of a Person or (ii) direct
or cause the direction of the management and policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise. The
terms "Controlling", "Controlled by", and "under common Control with" have
meanings correlative thereto.

      "Default" shall mean any condition or event that, with the giving of
notice or the lapse of time or both, would constitute an Event of Default.

       "Default Interest" shall have the meaning set forth in Section 2.5(b).
                                                              ----------- -

       "Dollar(s)" and the sign "$" shall mean lawful money of the United
States of America.

       "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and any successor statute.

       "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated), which, together with the Borrower or the Parent Corporation, is
treated as a single employer under Section 414(b) or (c) of the Code or, solely
for the purposes of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.

       "ERISA Event" shall mean (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b)
the existence with respect to any Plan of an "accumulated funding deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower, the Parent Corporation
or any of its ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Plan; (e) the receipt by the Borrower, the
Parent Corporation or any ERISA Affiliate from the PBGC or a plan administrator
appointed by the PBGC of any notice relating to an intention to terminate any
Plan or Plans or to appoint a trustee to administer any Plan; (f) the
incurrence by the Borrower, the Parent Corporation or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower, the Parent Corporation or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan

                                      4

<PAGE>

from the Borrower, the Parent Corporation or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

       "Event of Default" shall have the meaning provided in Article VIII.

       "Federal Funds Rate" shall mean, for any day, the rate per annum
(rounded upwards, if necessary, to the next 1/100/th/ of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
member banks of the Federal Reserve System arranged by Federal funds brokers,
as published by the Federal Reserve Bank of New York on the next succeeding
Business Day or if such rate is not so published for any Business Day, the
Federal Funds Rate for such day shall be the average rounded upwards, if
necessary, to the next 1/100th of 1% of the quotations for such day on such
transactions received by the Lender from three Federal funds brokers of
recognized standing selected by the Lender.

       "GAAP" shall mean generally accepted accounting principles in the United
States applied on a consistent basis and subject to the terms of Section 1.2.
                                                                 -----------

       "Guarantor" shall mean each Subsidiary required to execute the
Subsidiary Guarantee Agreement and the Parent Corporation with respect to the
Parent Guarantee Agreement.

       "Guarantee Agreements" shall mean collectively the Parent Guaranty
Agreement and the Subsidiary Guaranty Agreement, as they may be amended,
supplemented or restated from time to time.

        "Indebtedness" of any Person shall mean, without duplication (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person in respect of the deferred purchase price
of property or services (other than trade payables incurred in the ordinary
course of business; provided, that for purposes of Section 8.1(f), trade
                    --------                       ----------- -
payables overdue by more than 120 days shall be included in this definition
except to the extent that any of such trade payables are being disputed in good
faith and by appropriate measures), (iv) all obligations of such Person under
any conditional sale or other title retention agreement(s) relating to property
acquired by such Person, (v) all capital lease obligations of such Person, (vi)
all obligations, contingent or otherwise, of such Person in respect of letters
of credit, acceptances or similar extensions of credit, (vii) all guaranties of
such Person of the type of Indebtedness described in clauses (i) through (vi)
above, (viii) all Indebtedness of a third party secured by any lien on property
owned by such Person, whether or not such Indebtedness has been assumed by such
Person, (ix) all obligations of such Person, contingent or otherwise, to
purchase, redeem, retire or otherwise acquire for value any common stock of
such Person, and (x) off-balance sheet liabilities. The Indebtedness of any
Person shall include the Indebtedness of any partnership or joint venture in
which such Person is a general partner or a joint venturer, except to the
extent that the terms of such Indebtedness provide that such Person is not
liable therefor.

       "LC Commitment" shall mean that portion of the Revolving Commitment that
may be used by the Borrower for the issuance of Letters of Credit in an
aggregate face amount not to exceed $15,000,000.

       "LC Disbursement" shall mean a payment made by the Lender pursuant to a
Letter of Credit.

                                      5

<PAGE>

       "LC Documents" shall mean the Letters of Credit and all applications,
agreements and instruments relating to the Letters of Credit.

       "LC Exposure" shall mean, at any time, the sum of (i) the aggregate
undrawn amount of all outstanding Letters of Credit at such time, plus (ii) the
aggregate amount of all LC Disbursements that have not been reimbursed by or on
behalf of the Borrower at such time.

       "Letter of Credit" shall mean any letter of credit issued pursuant to
Section 2.12 by the Lender for the account of the Borrower pursuant to the LC
- ------------
Commitment.

       "Leverage Ratio" shall mean, as of any date of determination with
respect to the Borrower, the ratio of (i) Consolidated Total Debt as of such
date to (ii) Consolidated Tangible Net Worth as of such date.

       "LIBOR" shall mean the rate per annum for deposits in Dollars for one
month periods equal to such appearing on the display designated as Page 3750 on
the Dow Jones Markets Service (or such other page on that service or such other
service designated by the British Banker's Association for the display of such
Association's Interest Settlement Rates for Dollar deposits) as of 11:00 a.m.
(London, England time) initially for November 21, 2000 and thereafter on the
first Business Day of each calendar month or if such Page 3750 is unavailable
for any reason at such time, the rate which appears on the Reuters Screen ISDA
Page as of such date and such time; provided, that if the Lender determines
                                    --------
that the relevant foregoing sources are unavailable for the relevant Interest
Period, LIBOR shall mean the rate of interest determined by the Lender to be the
average (rounded upward, if necessary, to the nearest 1/100/th/ of 1%) of the
rates per annum at which deposits in Dollars are offered to the Lender on the
first Business Day of each calendar month by leading banks in the London
interbank market as of 10:00 a.m. for delivery on the first day of such
Interest Period, for the number of days comprised therein and in an amount
comparable to the amount of the Loan to the Lender.

       "Loan Documents" shall mean, collectively, this Agreement, the Note, the
LC Documents, the Subsidiary Guarantee Agreement, the Parent Guarantee
Agreement, the Security Agreement and any and all other instruments, agreements,
documents and writings executed in connection with any of the foregoing.

       "Loan Parties" shall mean the Borrower, the Parent Corporation and each
Subsidiary Guarantor.

       "Material Adverse Effect" shall mean, with respect to any event, act,
condition or occurrence of whatever nature (including any adverse determination
in any litigation, arbitration, or governmental investigation or proceeding),
whether singly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences whether or not related, a
material adverse change in, or a material adverse effect on, (i) the business,
results of operations, financial condition, assets, liabilities or prospects of
the Borrower and of the Borrower, the Parent Corporation and its Subsidiaries
taken as a whole, (ii) the ability of the Loan Parties to perform any of their
respective obligations under the Loan Documents, (iii) the rights and remedies
of the Lender under any of the Loan Documents or (iv) the legality, validity or
enforceability of any of the Loan Documents.

                                      6

<PAGE>

       "Material Indebtedness" shall mean Indebtedness (other than the Loans
and Letters of Credit), of any one or more of the Borrower, the Parent
Corporation and the Subsidiaries in an aggregate principal amount exceeding
$500,000.

       "Maturity Date" shall mean November 30, 2002.

       "Multiemployer Plan" shall have the meaning set forth in Section 4001(a)
(3) of ERISA.

       "Note" shall mean the Revolving Credit Note.

       "Notice of Revolving Borrowing" shall have the meaning as set forth in
Section 2.2.
- -----------

       "Obligations" shall mean all amounts owing by the Borrower to the Lender
pursuant to or in connection with this Agreement or any other Loan Document,
including without limitation, all principal, interest (including any interest
accruing after the filing of any petition in bankruptcy or the commencement of
any insolvency, reorganization or like proceeding relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding), all reimbursement obligations, fees, expenses,
indemnification and reimbursement payments, costs and expenses (including all
fees and expenses of counsel to the Lender incurred pursuant to this Agreement
or any other Loan Document), whether direct or indirect, absolute or
contingent, liquidated or unliquidated, now existing or hereafter arising
hereunder or thereunder, together with all renewals, extensions, modifications
or refinancings thereof.

       "Participant" shall have the meaning set forth in Section 9.4(c).
                                                         ----------- -

       "Payment Office" shall mean the office of the Lender located at 201
Fourth Avenue, North, Nashville, Tennessee 37219, or such other location as to
which the Lender shall have given written notice to the Borrower.

       "Parent Corporation" shall mean P.A.M. Transportation Services, Inc. and
its permitted successors and assigns.

       "Parent Guarantee Agreement" shall mean the Parent Guarantee Agreement,
substantially in the form of Exhibit C, executed by the Parent Corporation in
                             ---------
favor of Lender.

       "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA, and any successor entity performing similar functions.

       "Person" shall mean any individual, partnership, firm, corporation,
association, joint venture, limited liability company, trust or other entity,
or any Governmental Authority.

       "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower
or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

       "Pledged Vehicles" shall mean the motor vehicles from time to time
described in the Borrowing Base Certificate and pledged by Borrower (or a
Guarantor) to Lender as security for

                                      7

<PAGE>

the Obligations under the terms of the Security Agreement or a security
agreement executed by the applicable Guarantor in substantially similar form as
the Security Agreement.

       "Regulation D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System, as the same may be in effect from time to time, and any
successor regulations.

       "Related Parties" shall mean, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

       "Responsible Officer" shall mean any of the president, the chief
executive officer, the chief operating officer, the chief financial officer,
the treasurer, secretary or a vice president of the Borrower or such other
representative of the Borrower as may be designated in writing by any one of
the foregoing with the consent of the Lender; and, with respect to the
financial covenants only, the chief financial officer or the treasurer of the
Borrower.

       "Revolving Commitment" shall mean the obligation of the Lender to make
Revolving Loans to the Borrower in an aggregate principal amount not exceeding
the lesser of (a) $15,000,000, or (b) an amount equal to the Borrowing Base.

       "Revolving Credit Note" shall mean a promissory note of the Borrower
payable to the order of the Lender in the principal amount of the Revolving
Commitment, in substantially the form of Exhibit A.
                                         ---------

       "Revolving Loan" or "Loans" shall mean the extension of credit made by
the Lender to the Borrower under its Revolving Commitment.

       "Security Agreement" means that certain Security Agreement dated as of
the date hereof, executed by Borrower in favor of Lender, and any amendments
thereto or restatements thereof.

       "Subsidiary" shall mean, with respect to any Person (the "parent"), any
corporation, partnership, joint venture, limited liability company, association
or other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as
any other corporation, partnership, joint venture, limited liability company,
association or other entity (i) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power, or in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, Controlled or held,
or (ii) that is, as of such date, otherwise Controlled, by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries
of the parent. Unless otherwise indicated, all references to "Subsidiary"
hereunder shall mean a Subsidiary of the Borrower or the Parent Corporation.

       "Subsidiary Guarantee Agreement" shall mean the Subsidiary Guarantee
Agreement, substantially in the form of Exhibit B, executed by a Subsidiary in
                                        ---------
favor of the Lender.

       "Subsidiary Guarantor" shall mean each Subsidiary required to execute
the Subsidiary Guarantee under the terms hereof.

                                      8

<PAGE>

       "TRAC Leases" shall mean any lease agreements with respect to motor
vehicles leased from time to time by Borrower (or an Affiliate thereof), as
lessee, and Lender (or an Affiliate of Lender), as lessor.

       "TRAC Lease Exposure" shall mean at any time, the aggregate outstanding
unpaid principal amount (or rentals expressed as such principal amount) of all
TRAC Leases.

       "Withdrawal Liability" shall mean liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

       Section 1.2 Accounting Terms and Determination. Unless otherwise defined
                   ----------------------------------
or specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared, in accordance with GAAP
as in effect from time to time, applied on a basis consistent (except for such
changes approved by the Borrower's independent public accountants) with the
most recent audited consolidated financial statement of the Borrower delivered
pursuant to Section 5.1(a); provided, that if the Borrower notifies the Lender
            ----------- -   --------
that the Borrower wishes to amend any covenant in Article VI to eliminate the
effect of any change in GAAP on the operation of such covenant (or if the
Lender notifies the Borrower that it wishes to amend Article VI for such
purpose), then the Borrower's compliance with such covenant shall be determined
on the basis of GAAP in effect immediately before the relevant change in GAAP
became effective, until either such notice is withdrawn or such covenant is
amended in a manner satisfactory to the Borrower and the Lender.

       Section 1.3 Terms Generally. The definitions of terms herein shall apply
                   ---------------
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including"
shall be deemed to be followed by the phase "without limitation". The word
"will" shall be construed to have the same meaning and effect as the word
"shall". In the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including" and the word "to"
means "to but excluding". Unless the context requires otherwise (i) any
definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as it was originally executed or as it may from time to time be
amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein), (ii) any
reference herein to any Person shall be construed to include such Person's
successors and permitted assigns, (iii) the words "hereof", "herein" and
"hereunder" and words of similar import shall be construed to refer to this
Agreement as a whole and not to any particular provision hereof, (iv) all
references to Articles, Sections, Exhibits and Schedules shall be construed to
refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v)
all references to a specific time shall be construed to refer to the time in
the city and state of the Lender's principal office, unless otherwise
indicated.

                                   ARTICLE II

                      AMOUNT AND TERMS OF THE COMMITMENTS
                      -----------------------------------

       Section 2.1 Revolving Loans and Revolving Credit Note.
                   -----------------------------------------

                                        9

<PAGE>

            (a) Subject to the terms and conditions set forth herein, the
       Lender  agrees to make Revolving Loans to the Borrower, from time to
       time during the Availability Period, in an aggregate principal amount
       outstanding at any time that will not result in the sum of the principal
       amount of Revolving Loans then outstanding plus the outstanding LC
       Exposure and the TRAC Lease Exposure to exceed the Revolving Commitment.
       During the Availability Period, the Borrower shall be entitled to
       borrow, prepay and reborrow Revolving Loans in accordance with the terms
       and conditions of this Agreement; provided, that the Borrower may not
                                         --------
       borrow or reborrow should there exist a Default or Event of Default.
       Borrower shall deliver its Borrowing Base Certificate to Lender on or
       before the fifteenth (15th) day of each calendar month. If such
       Borrowing Base Certificate is not delivered, Lender shall have no
       obligation to make additional Loans and any outstanding Revolving Credit
       Loans will be reduced, upon demand by Lender, to a Borrowing Base as
       calculated by Lender.

            (b)   The Borrower's obligation to pay the principal of, and
       interest on, the Revolving Loans shall also be evidenced by the
       Revolving Credit Note. The entries made in the records of Lender shall
       be prima facie evidence of the existence and amounts of the obligations
       of the Borrower therein recorded.

       Section 2.2 Procedure for Revolving Loans. The Borrower shall give the
                   -----------------------------
Lender written notice (or telephonic notice promptly confirmed in writing) of
each Revolving Loan substantially in the form of Exhibit 2.2 (a "Notice of
Revolving Borrowing") prior to 11:00 a.m. on the Business Days of the requested
Loan. Each Notice of Revolving Borrowing shall be irrevocable and shall
specify: (i) the principal amount of the Revolving Loan, (ii) the proposed date
of such Revolving Loan (which shall be a Business Day). The aggregate principal
amount of each Revolving Loan shall be not less than $100,000. Upon the
satisfaction of the applicable conditions set forth in Article III hereof, the
Lender will make the proceeds of each Revolving Loan available to the Borrower
at the Payment Office on the date specified in the applicable Notice of
Revolving Borrowing by crediting an account maintained by the Borrower with the
Lender or at Borrower's option, by effecting a wire transfer of such amount to
an account designated by the Borrower to the Lender.

       Section 2.3 Termination of Commitment. Unless previously terminated, the
                   -------------------------
Revolving Commitment shall terminate on the Commitment Termination Date.

       Section 2.4 Repayment of Loan. The outstanding principal amount of all
                   -----------------
Revolving Loans shall be due and payable (together with accrued and unpaid
interest thereon) on the Commitment Termination Date.

       Section 2.5 Interest on Loans.
                   -----------------

            (a)     The Borrower shall pay interest on all Loans at the
       Adjusted LIBO Rate.

            (b)     While an Event of Default exists or after acceleration, at
       the option of the Lender, the Borrower shall pay interest ("Default
       Interest") and all other Obligations hereunder (other than Loans), at
       the Base Rate, plus an additional 2% per annum.

            (c)     Interest on the principal amount of all Loans shall accrue
       from and including the date such Loans are made to but excluding the
       date of any repayment

                                     10

<PAGE>

       thereof. Interest on all outstanding Loans shall be payable monthly in
       arrears on the first Business Day of each calendar month and on the
       Maturity Date, as the case may be.

       Section 2.6 Letter of Credit Fees. The Borrower agrees to pay to the
                   ---------------------
Lender a letter of credit fee of 115 basis points (1.15%) per annum of the face
amount of the Letter of Credit, as well as the Lender's standard fees with
respect to issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Letter of Credit fees shall be payable upon
issuance of the Letter of Credit.

       Section 2.7 Computation of Interest and Fees. All computations of
                   --------------------------------
interest and fees hereunder shall be made on the basis of a year of 360 days
for the actual number of days (including the first day but excluding the last
day) occurring in the period for which such interest or fees are payable (to
the extent computed on the basis of days elapsed). Each determination by the
Lender of an interest amount or fee hereunder shall be made in good faith and,
except for manifest error, shall be final, conclusive and binding for all
purposes.

       Section 2.8 Payments Generally.
                   ------------------

       The Borrower shall make each payment required to be made by it hereunder
(whether of principal, interest, fees or reimbursement of LC Disbursements, or
of amounts payable under Section 2.10, or otherwise) prior to 12:00 noon, on
                         ------------
the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Lender, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon. All such
payments shall be made to the Lender at its Payment Office. If any payment
hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be made payable for
the period of such extension. All payments hereunder shall be made in Dollars.

       Section 2.9 Letters of Credit.
                   -----------------

            (a)     During the Availability Period, the Lender agrees to issue,
       at the request of the Borrower, Letters of Credit for the account of the
       Borrower on the terms and conditions hereinafter set forth; provided,
                                                                   --------
       that (i) each Letter of Credit shall expire on the earlier of (A) the
       date one year after the date of issuance of such Letter of Credit (or in
       the case of any renewal or extension thereof, one year after such
       renewal or extension) and (B) the date that is five (5) Business Days
       prior to the Commitment Termination Date; and (ii) the Borrower may not
       request any Letter of Credit, if, after giving effect to such issuance
       (A) the LC Exposure would exceed the LC Commitment or (B) the LC
       Exposure, plus the TRAC Lease Exposure, plus the outstanding Revolving
                                               ----
       Loans would exceed the Revolving Commitment.

            (b)     To request the issuance of a Letter of Credit (or any
       amendment, renewal or extension of an outstanding Letter of Credit), the
       Borrower shall give the Lender irrevocable written notice at least three
       (3) Business Days prior to the requested date of such issuance
       specifying the date (which shall be a Business Day) such Letter of
       Credit is to be issued (or amended, extended or renewed, as the case may
       be), the expiration date of such Letter of Credit, the amount of such
       Letter of Credit , the name and address of the beneficiary thereof and
       such other information as shall be necessary to prepare, amend, renew or
       extend such Letter of Credit. In addition to the satisfaction of the

                                     11

<PAGE>

       conditions in Article III, the issuance of such Letter of Credit (or any
       amendment which increases the amount of such Letter of Credit) will be
       subject to the further conditions that such Letter of Credit shall be in
       such form and contain such terms as the Lender shall approve and that
       the Borrower shall have executed and delivered any additional
       applications, agreements and instruments relating to such Letter of
       Credit as the Lender shall reasonably require; provided, that in the
                                                      --------
       event of any conflict between such applications, agreements or
       instruments and this Agreement, the terms of this Agreement shall
       control.

            (c)     The Lender shall examine all documents purporting to
       represent a demand for payment under a Letter of Credit promptly
       following its receipt thereof. The Issuing Bank shall notify the
       Borrower of such demand for payment and whether the Lender has made
       or will make a LC Disbursement thereunder; provided, that any failure
                                                  --------
       to give or delay in giving such notice shall not relieve the Borrower
       of its obligation to reimburse the Lender with respect to such LC
       Disbursement. The Borrower shall be irrevocably and unconditionally
       obligated to reimburse the Lender for any LC Disbursements paid by the
       Lender in respect of such drawing, without presentment, demand or other
       formalities of any kind.

            (d)     If any Event of Default shall occur and be continuing, on
       the Business Day that the Borrower receives notice from the Lender
       demanding the deposit of cash collateral pursuant to this paragraph, the
       Borrower shall deposit in an account with the Lender, in the name of the
       Lender and for the benefit of the Lender, an amount in cash equal to the
       LC Exposure as of such date plus any accrued and unpaid interest
       thereon; provided, that the obligation to deposit such cash collateral
                --------
       shall become effective immediately, and such deposit shall become
       immediately due and payable, with demand or notice of any kind, upon the
       occurrence of any Event of Default with respect to the Borrower
       described in clause (g) or (h) of Section 8.1. Such deposit shall be
                                         -----------
       held by the Lender as collateral for the payment and performance of the
       obligations of the Borrower under this Agreement. The Lender shall have
       exclusive dominion and control, including the exclusive right of
       withdrawal, over such account. Other than any interest earned on the
       investment of such deposits, which investments shall be made at the
       option and sole discretion of the Lender and at the Borrower's risk and
       expense, such deposits shall not bear interest. Interest and profits, if
       any, on such investments shall accumulate in such account. Moneys in
       such account shall applied by the Lender to reimburse itself for LC
       Disbursements for which it had not been reimbursed and to the extent so
       applied, shall be held for the satisfaction of the reimbursement
       obligations of the Borrower for the LC Exposure at such time or, if the
       maturity of the Loans has been accelerated, be applied to satisfy other
       obligations of the Borrower under this Agreement. If the Borrower is
       required to provide an amount of cash collateral hereunder as a result
       of the occurrence of an Event of Default, such amount (to the extent not
       so applied as aforesaid) shall be returned to the Borrower with three
       Business Days after all Events of Default have been cured or
       waived.

            (e)     The Borrower's obligation to reimburse LC Disbursements
       hereunder shall be absolute, unconditional and irrevocable and shall be
       performed strictly in accordance with the terms of this Agreement under
       all circumstances whatsoever and irrespective of any of the following
       circumstances:

                                     12

<PAGE>

         (i)    Any lack of validity or enforceability of any Letter of Credit
     or this Agreement;

         (ii)   The existence of any claim, set-off, defense or other right
     which the Borrower or any Subsidiary or Affiliate of the Borrower may
     have at any time against a beneficiary or any transferee of any Letter
     of Credit (or any Persons or entities for whom any such beneficiary or
     transferee may be acting), the Lender or any other Person, whether in
     connection with this Agreement or the Letter of Credit or any document
     related hereto or thereto or any unrelated transaction;

         (iii)  Any draft or other document presented under a Letter of Credit
     proving to be forged, fraudulent or invalid in any respect or any
     statement therein being untrue or inaccurate in any respect;

         (iv)   Payment by the Lender under a Letter of Credit against
     presentation of a draft or other document to the Issuing Bank that does
     not comply with the terms of such Letter of Credit;

         (v)    Any other event or circumstance whatsoever, whether or not
     similar to any of the foregoing, that might, but for the provisions of
     this Section, constitute a legal or equitable discharge of, or provide a
     right of setoff against, the Borrower's obligations hereunder; or

         (vi)   The existence of a Default or an Event of Default.

Neither the Lender nor any Related Party of the Lender shall have any liability
or responsibility by reason of or in connection with the issuance or transfer
of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to above), or any
error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond
the control of the Lender; provided, that the foregoing shall not be construed
                           --------
to excuse the Lender from liability to the Borrower to the extent of any direct
damages (as opposed to consequential damages, claims in respect of which are
hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Lender's failure to exercise
care when determining whether drafts or other documents presented under a
Letter of Credit comply with the terms thereof. The parties hereto expressly
agree, that in the absence of gross negligence or willful misconduct on the
part of the Lender (as finally determined by a court of competent
jurisdiction), the Lender shall be deemed to have exercised care in each such
determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
that appear on their face to be in substantial compliance with the terms of a
Letter of Credit, the Lender may, in its sole discretion, either accept and
make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.

                                     13

<PAGE>

       (f)     Each Letter of Credit shall be subject to the Uniform Customs
     and Practices for Documentary Credits (1993 Revision), International
     Chamber of Commerce Publication No. 500, as the same may be amended from
     time to time, and, to the extent not inconsistent therewith, the governing
     law of this Agreement set forth in Section 10.5.
                                        ------------

                                  ARTICLE III

               CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT
               ---------------------------------------------------

     Section 3.1 Conditions To Effectiveness. The obligations of the Lender to
                 ---------------------------
make the initial Revolving Loan and to issue the initial Letter of Credit
hereunder is subject to the receipt by the Lender of the following documents in
form and substance reasonably satisfactory to the Lender:

       (a)     this Agreement duly executed and delivered by the Borrower;

       (b)     a duly executed Note;

       (c)     a duly executed Security Agreement (and any title documentation
     to evidence the liens granted thereby), the Subsidiary Guarantee
     Agreements (executed by each of the Subsidiary Guarantors) and the Parent
     Guarantee Agreement;

       (d)     a certificate of the Secretary or Assistant Secretary of the
     Borrower, and the Subsidiary Guarantors, attaching and certifying copies
     of their bylaws and of the resolutions of their respective boards of
     directors, authorizing the execution, delivery and performance of the Loan
     Documents to which they are a party and certifying the name, title and
     true signature of each officer of the Borrower and the Subsidiary
     Guarantors executing the Loan Documents to which it is a party;

       (e)     certified copies of the articles of incorporation or other
     charter documents of the Borrower and the Parent Corporation, together
     with certificates of good standing or existence, as may be available from
     the Secretary of State of the jurisdiction of incorporation of the
     Borrower and the Parent Corporation;

       (f)     a duly executed funds disbursement agreement.

     As a condition subsequent, Borrower shall deliver within forty-five
(45) days of the Closing Date, a certificate of the Secretary or Assistant
Secretary of the Parent Corporation, attaching by-laws and a resolution of its
board of directors authorizing the Parent Guarantee.

     Section 3.2 Each Credit Event. The obligation of the Lender to make any
                 -----------------
Loan or to issue, amend, renew or extend any Letter of Credit is subject to the
satisfaction of the following conditions:

       (a)     at the time of and immediately after giving effect to such Loan
     or the issuance, amendment, renewal or extension of such Letter of Credit,
     as applicable, no Default or Event of Default shall exist; and

       (b)     all representations and warranties of each Loan Party set forth
     in the Loan Documents shall be true and correct in all material respects
     on and as of the date of

                                     14

<PAGE>

     such Loan or the date of issuance, amendment, extension or renewal of such
     Letter of Credit, in each case before and after giving effect thereto;

       (c)     since the date of the most recent financial statements of the
     Borrower described in Section 5.1(a), there shall have been no change
                           ----------- -
     which has had or could reasonably be expected to have a Material Adverse
     Effect; and

       (d)     the Lender shall have received such other documents,
     certificates, information or legal opinions as it may reasonably request,
     all in form and substance reasonably satisfactory to the Lender.

The making of each Loan and each issuance, amendment, extension or renewal of
any Letter of Credit shall be deemed to constitute a representation and
warranty by the Borrower on the date thereof as to the matters specified in
paragraphs (a), (b) and (c) of this Section 3.2.
                                    -----------

                                  ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     The Borrower represents and warrants to the Lender as follows:

     Section 4.1 Existence; Power. The Borrower, the Parent Corporation and
                 ----------------
each of their Subsidiaries (i) is duly organized, validly existing and in good
standing as a corporation under the laws of the jurisdiction of its
organization, (ii) has all requisite power and authority to carry on its
business as now conducted, and (iii) is duly qualified to do business, and is
in good standing, in each jurisdiction where such qualification is required,
except where a failure to be so qualified could not reasonably be expected to
result in a Material Adverse Effect.

     Section 4.2 Organizational Power; Authorization. The execution, delivery
                 -----------------------------------
and performance by each Loan Party of the Loan Documents to which it is a party
are within such Loan Party's organizational powers and have been duly
authorized by all necessary corporate action. This Agreement has been duly
executed and delivered by the Borrower, and constitutes, and each other Loan
Document to which any Loan Party is a party, when executed and delivered by
such Loan Party, will constitute, valid and binding obligations of the Borrower
or such Loan Party (as the case may be), enforceable against it in accordance
with their respective terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity.

     Section 4.3 Governmental Approvals; No Conflicts. The execution, delivery
                 ------------------------------------
and performance by the Borrower of this Agreement, and by each Loan Party of
the other Loan Documents to which it is a party (a) do not require any consent
or approval of, registration or filing with, or any action by, any Governmental
Authority, except those as have been obtained or made and are in full force and
effect or where the failure to do so, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Borrower, the Parent Corporation or any of its
Subsidiaries or any order of any Governmental Authority, (c) will not violate
or result in a default under any indenture, material agreement or other
material instrument binding on the Borrower, the Parent Corporation or any of
its Subsidiaries or any of its assets or give rise to a right thereunder to
require any payment

                                     15

<PAGE>

to be made by the Borrower, the Parent Corporation or any of its Subsidiaries
and (d) will not result in the creation or imposition of any lien on any asset
of the Borrower, the Parent Corporation or any of its Subsidiaries, except
liens (if any) created under the Loan Documents.

     Section 4.4 Financial Statements. The Borrower has furnished to the Lende
                 --------------------
(i) the audited consolidated balance sheet of the Borrower as of December 31,
1999 and the related consolidated statements of income, shareholders' equity
and cash flows for the fiscal year then ended and (ii) the unaudited
consolidated balance sheet of the Borrower as at the end of September 30, 2000,
and the related unaudited consolidated statements of income and cash flows for
the fiscal quarter and year-to-date period then ending, certified by a
Responsible Officer. Such financial statements fairly present the consolidated
financial condition of the Borrower, the Parent Corporation and its
Subsidiaries as of such dates and the consolidated results of operations for
such periods in conformity with GAAP consistently applied, subject to year end
audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii). Since September 30, 2000, there have been no
changes with respect to the Borrower, the Parent Corporation and its
Subsidiaries which have had or could reasonably be expected to have a Material
Adverse Effect.


     Section 4.5 Litigation  No litigation, investigation or proceeding of or
                 ----------
before any arbitrators or Governmental Authorities is pending against or, to
the knowledge of the Borrower, threatened against or affecting the Borrower,
the Parent Corporation or any of its Subsidiaries (i) as to which there is a
reasonable possibility of an adverse determination that could reasonably be
expected to have, either individually or in the aggregate, a Material Adverse
Effect or (ii) which in any manner draws into question the validity or
enforceability of this Agreement or any other Loan Document.

     Section 4.6 Compliance with Laws and Agreements. The Borrower, the Parent
                 -----------------------------------
Corporation and each Subsidiary is in material compliance with (a) all
applicable laws, rules, regulations and orders of any Governmental Authority,
and (b) all indentures, agreements or other instruments binding upon it or its
properties, except where non-compliance, either singly or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

     Section 4.7 Investment Company Act, Etc. Neither the Borrower, the Parent
                 ---------------------------
Corporation nor any of its Subsidiaries is (a) an "investment company", as
defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended, (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended or (c)
otherwise subject to any other regulatory scheme limiting its ability to incur
debt.

     Section 4.8 Taxes. The Borrower, the Parent Corporation and its
                 -----
Subsidiaries have timely filed or caused to be filed all Federal income tax
returns and all other material tax returns that are required to be filed by
them, and have paid all taxes shown to be due and payable on such returns or on
any assessments made against it or its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental
Authority, except (i) to the extent the failure to do so would not have a
Material Adverse Effect or (ii) where the same are currently being contested in
good faith by appropriate proceedings and for which the Borrower, the Parent
Corporation or such Subsidiary, as the case may be, has set aside on its books
adequate reserves.

                                  16

<PAGE>

     Section 4.9  Margin Regulations. None of the proceeds of any of the Loans
                  ------------------
or Letters of Credit will be used for "purchasing" or "carrying" any "margin
stock" with the respective meanings of each of such terms under Regulation U as
now and from time to time hereafter in effect or for any purpose that violates
the provisions of the applicable Margin Regulations.

     Section 4.10 ERISA. No ERISA Event has occurred or is reasonably expected
                  -----
to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$250,000 the fair market value of the assets of such Plan, and the present
value of all accumulated benefit obligations of all underfunded Plans (based on
the assumptions used for purposes of Statement of Financial Standards No. 87)
did not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than $250,000 the fair market value of the assets of
all such underfunded Plans.

     Section 4.11 Ownership of Property. Each of the Borrower, the Parent
                  ---------------------
Corporation and its Subsidiaries owns, or is licensed, or otherwise has the
right, to use, all patents, trademarks, service marks, trade names, copyrights
and other intellectual property material to its business.

     Section 4.12 Disclosure. The Borrower has disclosed to the Lender all
                  ----------
material agreements, instruments, and corporate or other restrictions to which
the Borrower, the Parent Corporation or any of its Subsidiaries is subject, and
all other matters known to any of them, that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect. None of
the reports, financial statements, certificates or other information furnished
by Borrower to the Lender in connection with this Agreement or any other Loan
Document (as modified or supplemented by any other information so furnished)
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, taken as a whole, in light of the
circumstances under which they were made, not misleading.

     Section 4.13 Labor Relations. There are no strikes, lockouts or other
                  ---------------
material labor disputes or grievances against the Borrower, the Parent
Corporation or any of its Subsidiaries, or, to the Borrower's knowledge,
threatened against or affecting the Borrower, the Parent Corporation or any of
its Subsidiaries, and no significant unfair labor practice, charges or
grievances are pending against the Borrower, the Parent Corporation or any of
its Subsidiaries, or to the Borrower's knowledge, threatened against any of
them before any Governmental Authority.

     Section 4.14 Subsidiaries. Exhibit 4.14 sets forth the name of, the
                  ------------
ownership interest of the Borrower in, the jurisdiction of incorporation of,
and the type of, each Subsidiary and identifies each Subsidiary as of the
Closing Date.

                                     17

<PAGE>

                                     ARTICLE V

                                AFFIRMATIVE COVENANTS
                                ---------------------

     The Borrower covenants and agrees that so long as the Lender has a
Revolving Commitment hereunder or any fee or any LC Disbursement remains unpaid
or any Letter of Credit remains outstanding:

     Section 5.1 Financial Statements and Other Information. The Borrower
                 ------------------------------------------
will deliver to the Lender:

       (a)     as soon as available and in any event within 90 days after the
     end of each fiscal year of Borrower, a copy of the annual audited report
     for such fiscal year for the Borrower, the Parent Corporation and its
     Subsidiaries, containing a consolidated balance sheet of the Borrower, the
     Parent Corporation and its Subsidiaries as of the end of such fiscal year
     and the related consolidated statements of income, stockholders' equity
     and cash flows (together with all footnotes thereto) of the Borrower, the
     Parent Corporation and its Subsidiaries for such fiscal year, setting
     forth in each case in comparative form the figures for the previous fiscal
     year, all in reasonable detail and reported on by Arthur Andersen LLC or
     other independent public accountants of nationally recognized standing
     (without a "going concern" or like qualification, exception or explanation
     and without any qualification or exception as to scope of such audit) to
     the effect that such financial statements present fairly in all material
     respects the financial condition and the results of operations of the
     Borrower, the Parent Corporation and its Subsidiaries for such fiscal year
     on a consolidated basis in accordance with GAAP and that the examination
     by such accountants in connection with such consolidated financial
     statements has been made in accordance with generally accepted auditing
     standards;

       (b)     as soon as available and in any event within 45 days after the
     end of each of the first three fiscal quarters of each fiscal year of
     the Borrower, an unaudited consolidated balance sheet of the Borrower,
     the Parent Corporation and its Subsidiaries as of the end of such fiscal
     quarter and the related unaudited consolidated statements of income and
     cash flows of the Borrower, the Parent Corporation and its Subsidiaries
     for such fiscal quarter and the then elapsed portion of such fiscal year,
     setting forth in each case in comparative form the figures for the
     corresponding quarter and the corresponding portion of Borrower's
     previous fiscal year, all certified by the chief financial officer or
     treasurer of the Borrower as presenting fairly in all material respects
     the financial condition and results of operations of the Borrower, the
     Parent Corporation and its Subsidiaries on a consolidated basis in
     accordance with GAAP, subject to normal year-end audit adjustments and
     the absence of footnotes;

       (c)     concurrently with the delivery of the financial statements
     referred to in clauses (a) and (b) above, a certificate of a Responsible
     Officer, (i) certifying as to whether there exists a Default or Event of
     Default on the date of such certificate, and if a Default or an Event of
     Default then exists, specifying the details thereof and the action which
     the Borrower has taken or proposes to take with respect thereto, and (ii)
     setting forth in reasonable detail calculations demonstrating compliance
     with Article VI;

       (d)     concurrently with the delivery of the financial statements
     referred to in clause (a) above, a certificate of the accounting firm that
     reported on such financial

                                       18

<PAGE>

     statements stating whether they obtained any knowledge during the course of
     their examination of such financial statements of any Default or Event of
     Default (which certificate may be limited to the extent required by
     accounting rules or guidelines);

       (e)     promptly after the same become publicly available, copies of all
     periodic and other reports, proxy statements and other materials filed
     with the Securities and Exchange Commission, or any Governmental
     Authority succeeding to any or all functions of said Commission, or with
     any national securities exchange, or distributed by the Parent
     Corporation to its shareholders generally, as the case may be; and

       (f)     promptly following any request therefor, such other information
     regarding the results of operations, business affairs and financial
     condition of the Borrower, the Parent Corporation or any Subsidiary as
     the Lender may reasonably request.

     Section 5.2 Notices of Material Events. The Borrower will furnish to the
                 --------------------------
Lender prompt written notice of the following:

       (a)     the occurrence of any Default or Event of Default;

       (b)     the filing or commencement of any action, suit or proceeding by
     or before any arbitrator or Governmental Authority against or, to the
     knowledge of the Borrower, affecting the Borrower, the Parent Corporation
     or any Subsidiary which, if adversely determined, could reasonably be
     expected to result in a Material Adverse Effect; and

       (c)     any other development that results in, or could reasonably be
     expected to result in, a Material Adverse Effect.

     Each notice delivered under this Section shall be accompanied by a written
statement of a Responsible Officer setting forth the details of the event
requiring such notice and any action taken or proposed to be taken with respect
thereto.

     Section 5.3 Existence; Conduct of Business. The Borrower will, and will
                 ------------------------------
cause each of its Subsidiaries to, do or cause to be done all things necessary
to preserve, renew and maintain in full force and effect its legal existence
and its respective material rights, licenses, permits, privileges, franchises,
patents, copyrights, trademarks and trade names material to the conduct of its
business and will continue to engage in the same business as presently
conducted or such other businesses that are reasonably related thereto;
provided, that nothing in this Section shall prohibit any merger,
- --------
consolidation, liquidation or dissolution permitted under Section 7.1.
                                                          -----------

     Section 5.4 Compliance with Laws, Etc. The Borrower will, and will cause
                 -------------------------
each of its Subsidiaries to, comply with all laws, rules, regulations and
requirements of any Governmental Authority applicable to its properties, except
where the failure to do so, either individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

     Section 5.5 Payment of Obligations. The Borrower will, and will cause each
                 ----------------------
of its Subsidiaries to, pay and discharge at or before maturity, all of its
obligations and liabilities (including without limitation all tax liabilities
and claims that could result in a statutory Lien) before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) the Borrower or
such

                                    19

<PAGE>

Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP and (c) the failure to make payment pending
such contest could not reasonably be expected to result in a Material Adverse
Effect.

     Section 5.6  Books and Records. The Borrower will, and will cause each of
                  -----------------
its Subsidiaries to, keep proper books of record and account in which full,
true and correct entries shall be made of all dealings and transactions in
relation to its business and activities to the extent necessary to prepare the
consolidated financial statements of Borrower in conformity with GAAP.

     Section 5.7  Visitation, Inspection, Etc. The Borrower will, and will cause
                  ---------------------------
each of its Subsidiaries to, permit any representative of the Lender to visit
and inspect its properties, to examine its books and records and to make copies
and take extracts therefrom, and to discuss its affairs, finances and accounts
with any of its officers and with its independent certified public accountants,
all at such reasonable times as the Lender may reasonably request after
reasonable prior notice to the Borrower.

     Section 5.8  Maintenance of Properties; Insurance. The Borrower will, and
                  ------------------------------------
will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear except where the failure to do so, either individually
or it the aggregate, could not reasonably be expected to result in a Material
Adverse Effect and (b) maintain with financially sound and reputable insurance
companies, insurance with respect to its properties and business, and the
properties and business of its Subsidiaries, against loss or damage of the
kinds customarily insured against by companies in the same or similar
businesses operating in the same or similar locations.

     Section 5.9  Use of Proceeds and Letters of Credit. The Borrower will use
                  -------------------------------------
the proceeds of all Loans to finance working capital needs, acquisitions,
capital expenditures, repurchases of shares and for other general corporate
purposes of the Borrower, the Parent Corporation and its Subsidiaries. No part
of the proceeds of any Loan will be used, whether directly or indirectly, for
any purpose that would violate any rule or regulation of the Board of Governors
of the Federal Reserve System, including Regulations T, U or X. All Letters of
Credit will be used for general corporate purposes.

     Section 5.10 Guaranty by Subsidiaries. Borrower represents that the
                  ------------------------
following Subsidiaries are inactive and have no revenues or material assets:
P.A.M. Special Services, Inc., P.A.M. Logistics Services, Inc. and Choctaw
Brokerage, Inc. In the event any of such inactive Subsidiaries shall become
active, the Borrower will, within thirty (30) Business Days after such
Subsidiary becomes active, notify the Lender and cause such Subsidiary to
become a Loan Party by executing or assuming the Subsidiary Guarantee in
accordance with its terms. If any additional Subsidiary is acquired or formed
after the Closing Date, the Borrower will, within thirty (30) Business Days
after such Subsidiary is acquired or formed, notify the Lender thereof and will
cause such Subsidiary to become a Loan Party by executing or assuming the
Subsidiary Guarantee Agreement in accordance with its terms.

                                       20

<PAGE>

                                  ARTICLE VI

                             FINANCIAL COVENANTS

     The Borrower covenants and agrees that so long as the Lender has its
Revolving Commitment hereunder or any LC Disbursement remains unpaid or any
Letter of Credit remains outstanding:

     Section 6.1 Leverage Ratio. The Borrower will have, as of the end of each
                 --------------
fiscal quarter of the Borrower, commencing with the fiscal quarter ending
December 31, 2000 a Leverage Ratio of not greater than 3.0 to 1.0.

     Section 6.2 Consolidated Total Consolidated Total Funded Debt to EBITDAR
                 ------------------------------------------------------------
Ratio. The Borrower will have, as of the end of each fiscal quarter of the
- -----
Borrower, commencing with the fiscal quarter ending December 31, 2000, a ratio
Consolidated Total Funded Debt to EBITDAR of not greater than 3.0 to 1.0.

     Section 6.3 Consolidated Tangible Net Worth. The Borrower will not permit
                 -------------------------------
its Consolidated Tangible Net Worth at any time to be less than $42,000,000 as
at December 31, 1999 plus 50% of Consolidated Net Income on a cumulative basis
for all fiscal quarters of the Borrower, commencing with the fiscal quarter
ending December 31, 2000; provided, that if Consolidated Net Income is negative
                          --------
in any fiscal quarter the amount added for such fiscal quarter shall be zero
and such negative Consolidated Net Income shall not reduce the amount of
Consolidated Net Income added from any previous fiscal quarter. The amount of
Consolidated Tangible Net Worth set forth above shall be increased by 100% of
the amount by which the Borrower's "total stockholders' equity" is increased as
a result of any public or private offering of common stock of the Borrower
after the Closing Date.

     Section 6.4 Profitability. The Borrower, on a consolidated basis, will
                 -------------
have positive earnings (pre-tax) for each fiscal year.

                                  ARTICLE VII

                              NEGATIVE COVENANTS
                              ------------------

     The Borrower covenants and agrees that so long as the Lender has its
Revolving Commitment hereunder or any LC Disbursement remains unpaid or
any Letter of Credit remains outstanding:

     Section 7.1 Fundamental Changes.
                 -------------------

       (a)     The Borrower and the Parent Corporation will not, and will not
     permit any Subsidiary to, merge into or consolidate into any other Person,
     or permit any other Person to merge into or consolidate with it, or sell,
     lease, transfer or otherwise dispose of (in a single transaction or a
     series of transactions) all or substantially all of its assets (in each
     case, whether now owned or hereafter acquired) or all or substantially all
     of the stock of any of its Subsidiaries (in each case, whether now owned
     or hereafter acquired) or liquidate or dissolve; provided, that if at the
                                                      --------
     time thereof and immediately after giving effect thereto, no Default or
     Event of Default shall have occurred and be continuing (i) the Borrower,
     the Parent Corporation or any Subsidiary may merge with a Person if the

                                      21

<PAGE>

     Borrower (or such Parent Corporation or Subsidiary if the Borrower is not
     a party to such merger) is the surviving Person, (ii) any Subsidiary may
     merge into another Subsidiary; provided, that if any party to such merger
                                    --------
     is a Loan Party, the Loan Party shall be the surviving Person, and (iii)
     any Subsidiary may sell, transfer, lease or otherwise dispose of all or
     substantially all of its assets to the Borrower, the Parent Corporation or
     to a Loan Party.

       (b)     The Borrower will not, and will not permit any of its
     Subsidiaries to, engage to any material extent in any business other than
     businesses of the type conducted by the Borrower and its Subsidiaries on
     the date hereof and businesses reasonably related thereto.

     Section 7.2 Accounting Changes. The Borrower will not make any significant
                 ------------------
change in accounting treatment or reporting practices, except as required by
GAAP, or change the fiscal year of the Borrower or of any Subsidiary, except to
change the fiscal year of a Subsidiary to conform its fiscal year to that of
the Borrower.

                                 ARTICLE VIII

                              EVENTS OF DEFAULT
                              -----------------

     Section 8.1 Events of Default. If any of the following events (each an
                 -----------------
"Event of Default") shall occur:
 ----------------

       (a)     the Borrower shall fail to pay any principal of any Loan or of
     any reimbursement obligation in respect of any LC Disbursement when and as
     the same shall become due and payable; or

       (b)     the Borrower shall fail to pay any interest on any Loan or any
     fee or any other amount (other than an amount payable under clause (a) of
     this Article) payable under this Agreement or any other Loan Document,
     when and as the same shall become due and payable, and such failure shall
     continue unremedied for a period of fifteen (15) Business Days; or

       (c)     any representation or warranty made or deemed made by or on
     behalf of the Borrower, the Parent Corporation or any Subsidiary in or in
     connection with this Agreement or any other Loan Document, or in any
     certificate, financial statement or other document submitted to the Lender
     by any Loan Party or any representative of any Loan Party in connection
     with this Agreement or any other Loan Document shall prove to be incorrect
     in any material respect when made or deemed made or submitted; or

       (d)     the Borrower shall fail to observe or perform any covenant or
     agreement contained in Sections 4.1 or 4.2 (with respect to the Borrower's
                            ------------    ---
     existence) or Articles VI or VII; or

       (e)     any Loan Party shall fail to observe or perform any covenant or
     agreement contained in this Agreement (other than those referred to in
     clauses (a), (b) and (d) above), and such failure shall remain unremedied
     for 30 days after the earlier of (i) any officer of the Borrower becomes
     aware of such failure, or (ii) notice thereof shall have been given to the
     Borrower by the Lender; or

                                      22

<PAGE>

       (f)     the Borrower, the Parent Corporation or any Subsidiary (whether
     as primary obligor or as guarantor or other surety) shall fail to pay any
     principal of or premium or interest on any Material Indebtedness that is
     outstanding, when and as the same shall become due and payable (whether at
     scheduled maturity, required prepayment, acceleration, demand or
     otherwise), and such failure shall continue after the applicable grace
     period, if any, specified in the agreement or instrument evidencing such
     Indebtedness; or any other event shall occur or condition shall exist
     under any agreement or instrument relating to such Indebtedness and shall
     continue after the applicable grace period, if any, specified in such
     agreement or instrument, if the effect of such event or condition is to
     accelerate, or permit the acceleration of, the maturity of such
     Indebtedness; or any such Indebtedness shall be declared to be due and
     payable; or required to be prepaid or redeemed (other than by a regularly
     scheduled required prepayment or redemption), purchased or defeased, or
     any offer to prepay, redeem, purchase or defease such Indebtedness shall
     be required to be made, in each case prior to the stated maturity
     thereof; or

       (g)     the Borrower, the Parent Corporation or any Subsidiary shall (i)
     commence a voluntary case or other proceeding or file any petition seeking
     liquidation, reorganization or other relief under any federal, state or
     foreign bankruptcy, insolvency or other similar law now or hereafter in
     effect or seeking the appointment of a custodian, trustee, receiver,
     liquidator or other similar official of it or any substantial part of its
     property, (ii) consent to the institution of , or fail to contest in a
     timely and appropriate manner, any proceeding or petition described in
     clause (i) of this Section, (iii) apply for or consent to the appointment
     of a custodian, trustee, receiver, liquidator or other similar official
     for the Borrower, the Parent Corporation or any such Subsidiary or for a
     substantial part of its assets, (iv) file an answer admitting the material
     allegations of a petition filed against it in any such proceeding, (v)
     make a general assignment for the benefit of creditors, or (vi) take any
     action for the purpose of effecting any of the foregoing; or

       (h)     an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed seeking (i) liquidation, reorganization or other
     relief in respect of the Borrower, the Parent Corporation or any
     Subsidiary or its debts, or any substantial part of its assets, under any
     federal, state or foreign bankruptcy, insolvency or other similar law now
     or hereafter in effect or (ii) the appointment of a custodian, trustee,
     receiver, liquidator or other similar official for the Borrower, the
     Parent Corporation or any Subsidiary or for a substantial part of its
     assets, and in any such case, such proceeding or petition shall remain
     undismissed for a period of 60 days or an order or decree approving or
     ordering any of the foregoing shall be entered; or

       (i)     the Borrower, the Parent Corporation or any Subsidiary shall
     become unable to pay, shall admit in writing its inability to pay, or
     shall fail to pay, its debts as they become due; or

       (j)     an ERISA Event shall have occurred that, when taken together
     with other ERISA Events that have occurred, could reasonably be expected
     to result in liability to the Borrower and the Subsidiaries in an
     aggregate amount exceeding $500,000; or

                                      23

<PAGE>

       (k)     any judgment or order for the payment of money in excess of
     $500,000 in the aggregate shall be rendered against the Borrower, the
     Parent Corporation or any Subsidiary, and either (i) enforcement
     proceedings shall have been commenced by any creditor upon such judgment
     or order or (ii) there shall be a period of 30 consecutive days during
     which a stay of enforcement of such judgment or order, by reason of a
     pending appeal or otherwise, shall not be in effect; or

       (l)     any non-monetary judgment or order shall be rendered against the
     Borrower, the Parent Corporation or any Subsidiary that could reasonably
     be expected to have a Material Adverse Effect, and there shall be a period
     of 30 consecutive days during which a stay of enforcement of such judgment
     or order, by reason of a pending appeal or otherwise, shall not be in
     effect; or

       (m)     a Change in Control shall occur or exist;

       (n)     any provision of the Parent Guarantee Agreement or any
     Subsidiary Guarantee Agreement shall for any reason cease to be valid and
     binding on, or enforceable against, any Loan Party;

       (o)     An Event of Default under that certain Credit Agreement dated
     June 19, 2000 by and among the Parent Corporation, First Tennessee Bank
     National Association as Agent and Lender, and the Lenders named therein.

       (o)     A default occurs and is continuing under any Loan Document,
     subject to any cure period or grace period set forth therein.

then, and in every such event (other than an event with respect to the Borrower
or the Parent Corporation described in clause (g) or (h) of this Section) and
at any time thereafter during the continuance of such event, the Lender may, by
notice to the Borrower, take any or all of the following actions, at the same
or different times: (i) terminate its Revolving Commitment; (ii) declare the
principal of and any accrued interest on the Loans, and all other Obligations
owing hereunder, to be, whereupon the same shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower and (iii) exercise all remedies
contained in any other Loan Document; and that, if an Event of Default
specified in either clause (g) or (h) shall occur, the Revolving Commitment
shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon, and all fees, and all other Obligations
shall automatically become due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower.

                                  ARTICLE IX

                                MISCELLANEOUS
                                -------------
     Section 9.1 Notices.
                 -------

       (a)     Except in the case of notices and other communications expressly
     permitted to be given by telephone, all notices and other communications
     to any party herein to be effective shall be in writing and shall be
     delivered by hand or overnight courier service, mailed by certified or
     registered mail or sent by telecopy, as follows:

                                      24

<PAGE>

               To the Borrower:  P.A.M. Transport, Inc.
                                 P.O. Box 188
                                 Tontitown, Arkansas 72770
                                 Attention: Larry Goddard, CFO
                                 Telecopy Number: (501) 361-5381

               To the Lender:    SunTrust Bank
                                 201 Fourth Avenue, North
                                 Nashville, Tennessee 37219
                                 Attention: Tim Wagner or James Mosby
                                 Telecopy Number: (615) 748-5161

     Any party hereto may change its address or telecopy number for notices and
     other communications hereunder by notice to the other parties hereto. All
     such notices and other communications shall, when transmitted by overnight
     delivery, or faxed, be effective when delivered for overnight (next-day)
     delivery, or transmitted in legible form by facsimile machine,
     respectively, or if mailed, upon the third Business Day after the date
     deposited into the mails or if delivered, upon delivery; provided, that
                                                              --------
     notices delivered to the Lender shall not be effective until actually
     received by the Lender at its address specified in this Section 9.1.
                                                             -----------

            (b)     Any agreement of the Lender herein to receive certain
     notices by telephone or facsimile is solely for the convenience and at the
     request of the Borrower. The Lender shall be entitled to rely on the
     authority of any Person purporting to be a Person authorized by the
     Borrower to give such notice and the Lender shall not have any liability
     to the Borrower or other Person on account of any action taken or not
     taken by the Lender in reliance upon such telephonic or facsimile notice.
     The obligation of the Borrower to repay the Loans and all other
     Obligations hereunder shall not be affected in any way or to any extent by
     any failure of the Lender to receive written confirmation of any
     telephonic or facsimile notice or the receipt by the Lender of a
     confirmation which is at variance with the terms understood by the Lender
     to be contained in any such telephonic or facsimile notice.

     Section 9.2 Waiver; Amendments.
                 ------------------

            (a)     No failure or delay by the Lender in exercising any right
     or power hereunder or any other Loan Document, and no course of dealing
     between the Borrower and the Lender, shall operate as a waiver thereof,
     nor shall any single or partial exercise of any such right or power or any
     abandonment or discontinuance of steps to enforce such right or power,
     preclude any other or further exercise thereof or the exercise of any
     other right or power hereunder or thereunder. The rights and remedies of
     the Lender hereunder and under the other Loan Documents are cumulative and
     are not exclusive of any rights or remedies provided by law. No waiver of
     any provision of this Agreement or any other Loan Document or consent to
     any departure by the Borrower therefrom shall in any event be effective
     unless the same shall be permitted by paragraph (b) of this Section, and
     then such waiver or consent shall be effective only in the specific
     instance and for the purpose for which given. Without limiting the
     generality of the foregoing, the making of a Loan or the issuance of a
     Letter of Credit shall not be construed as a waiver

                                  25

<PAGE>

     of any Default or Event of Default, regardless of whether the Lender may
     have had notice or knowledge of such Default or Event of Default at the
     time.

            (b)     No amendment or waiver of any provision of this Agreement
     or the other Loan Documents, nor consent to any departure by the Borrower
     therefrom, shall in any event be effective unless the same shall be in
     writing and signed by the Borrower and the Lender and then such waiver or
     consent shall be effective only in the specific instance and for the
     specific purpose for which given.

     Section 9.3 Expenses; Indemnification.
                 -------------------------

            (a)     The Borrower shall pay all reasonable, out-of-pocket costs
     and expenses of the Lender (including, without limitation, the reasonable
     fees, charges and disbursements of counsel in the enforcement of its
     rights in connection with this Agreement or in connection with the Loans
     made or any Letters of Credit issued hereunder, including all such
     out-of-pocket expenses incurred during any workout, restructuring or
     negotiations in respect of such Loans or Letters of Credit.

            (b)     The Borrower shall indemnify the Lender and each Related
     Party of the Lender (each, an "Indemnitee") against, and hold each of them
     harmless from, any and all costs, losses, liabilities, claims, damages and
     related expenses, including the fees, charges and disbursements of any
     counsel for any Indemnitee, which may be incurred by or asserted against
     any Indemnitee arising out of, in connection with or as a result of (i)
     the execution or delivery of any this Agreement or any other agreement or
     instrument contemplated hereby, the performance by the parties hereto of
     their respective obligations hereunder or the consummation of any of the
     transactions contemplated hereby, (ii) any Loan or Letter of Credit or any
     actual or proposed use of the proceeds therefrom (including any refusal by
     the Lender to honor a demand for payment under a Letter of Credit if the
     documents presented in connection with such demand do not strictly comply
     with the terms of such Letter of Credit), (iii) any actual or prospective
     claim, litigation, investigation or proceeding relating to any of the
     foregoing, whether based on contract, tort, or any other theory and
     regardless of whether any Indemnitee is a party thereto; provided, that
                                                              --------
     the Borrower shall not be obligated to indemnify any Indemnitee for any of
     the foregoing arising out of such Indemnitee's gross negligence or willful
     misconduct as determined by a court of competent jurisdiction in a final
     and nonappealable judgment.

            (c)     The Borrower shall pay, and hold the Lender harmless from
     and against, any and all fees with respect to any collateral described in
     the Loan Documents or any payments due thereunder, and save the Lender
     harmless from and against any and all liabilities with respect to or
     resulting from any delay or omission to pay such taxes.

            (d)     To the extent permitted by applicable law, the Borrower
     shall not assert, and hereby waives, any claim against any Indemnitee, on
     any theory of liability, for special, indirect, consequential or punitive
     damages (as opposed to actual or direct damages) arising out of, in
     connection with or as a result of, this Agreement or any agreement or
     instrument contemplated hereby, the transactions contemplated therein, any
     Loan or the Letter of Credit or the use of proceeds thereof.

                                    26

<PAGE>
            (e)     All amounts due under this Section shall be payable
     promptly after written demand therefor.

            Section 9.4 Successors and Assigns.
                        ----------------------

            (a)     The provisions of this Agreement shall be binding upon and
     inure to the benefit of the parties hereto and their respective successors
     and assigns, except that the Borrower may not assign or transfer any of
     its rights hereunder without the prior written consent of the Lender.

            (b)     The Lender may at any time assign to one or more assignees
     all or a portion of its rights and obligations under this Agreement and
     the other Loan Documents (including all or a portion of its Revolving
     Commitment and the Loans and LC Exposure at the time owing to it);
     provided, that the Borrower must give its prior written consent (which
     --------
     consent shall not be unreasonably withheld or delayed) to any assignment,
     except an assignment to an Affiliate of the Lender or during the
     occurrence and continuation of a Default or an Event of Default. Upon the
     execution and delivery of an assignment agreement by the Lender and such
     assignee and payment by such assignee of an amount equal to the purchase
     price agreed between the Lender and such assignee, such assignee shall
     become a party to this Agreement and the other Loan Documents and shall
     have the rights and obligations of a Lender under this Agreement, and the
     Lender shall be released from its obligations hereunder to a corresponding
     extent. Upon the consummation of any such assignment hereunder, the
     Lender, the assignee and the Borrower shall make appropriate arrangements
     to have new Notes issued to reflect such assignment.

            (c)     The Lender may at any time, without the consent of the
     Borrower, sell participations to one or more banks or other entities (a
     "Participant") in all or a portion of the Lender's rights and obligations
      -----------
     under this Agreement; provided, that (i) the Lender's obligations under
                           --------
     this Agreement shall remain unchanged, (ii) the Lender shall remain solely
     responsible to the other parties hereto for the performance of its
     obligations hereunder, and (iii) the Borrower shall continue to deal
     solely and directly with the Lender in connection with the Lender's rights
     and obligations under this Agreement and the other Loan Documents. Any
     agreement between the Lender and the Participant with respect to such
     participation shall provide that the Lender shall retain the sole right
     and responsibility to enforce this Agreement and the other Loan Documents
     and the right to approve any amendment, modification or waiver of this
     Agreement and the other Loan Documents; provided, that such participation
                                             --------
     agreement may provide that such Lender will not, without the consent of
     the Participant, agree to any amendment, modification or waiver of this
     Agreement described in the first proviso of Section 9.2(b) that affects
                                                 ----------- -
     the Participant. The Borrower agrees that each Participant shall be
     entitled to the benefits of Sections 2.10, to the same extent as if it
                                 -------------
     were a Lender hereunder and had acquired its interest by assignment
     pursuant to paragraph (b); provided, that no Participant shall be entitled
                                --------
     to receive any greater payment under Section 2.10 than the Lender would
                                          ------------
     have been entitled to receive with respect to the participation sold to
     such Participant unless the sale of such participation is made with the
     Borrower's prior written consent.

            (d)     The Lender may at any time pledge or assign a security
     interest in all or any portion of its rights under this Agreement and the
     Notes to secure its obligations to

                                    27

<PAGE>
     a Federal Reserve Bank without complying with this Section; provided, that
                                                                 --------
     no such pledge or assignment shall release the Lender from any of its
     obligations hereunder or substitute any such pledgee or assignee for such
     Lender as a party hereto.

     Section 9.5    Governing Law; Jurisdiction; Consent to Service of Process.
                    ----------------------------------------------------------

            (a)     This Agreement and the other Loan Documents shall be
     construed in accordance with and be governed by the law (without giving
     effect to the conflict of law principles thereof) of the State of
     Tennessee.

            (b)     The Borrower hereby irrevocably and unconditionally
     submits, for itself and its property, to the non-exclusive jurisdiction of
     the United States District Court of Middle District of Tennessee and of
     any Chancery Court of Davidson County, Tennessee, in any action or
     proceeding arising out of or relating to this Agreement or any other Loan
     Document or the transactions contemplated hereby or thereby, or for
     recognition or enforcement of any judgment, and each of the parties hereto
     hereby irrevocably and unconditionally agrees that all claims in respect
     of any such action or proceeding may be heard and determined in such
     Tennessee state court or, to the extent permitted by applicable law, such
     Federal court. Each of the parties hereto agrees that a final judgment in
     any such action or proceeding shall be conclusive and may be enforced in
     other jurisdictions by suit on the judgment or in any other manner
     provided by law. Nothing in this Agreement or any other Loan Document
     shall affect any right that the Lender may otherwise have to bring any
     action or proceeding relating to this Agreement or any other Loan Document
     against the Borrower or its properties in the courts of any
     jurisdiction.

            (c)     The Borrower irrevocably and unconditionally waives
     any objection which it may now or hereafter have to the laying of venue of
     any such suit, action or proceeding described in paragraph (b) of this
     Section and brought in any court referred to in paragraph (b) of this
     Section. Each of the parties hereto irrevocably waives, to the fullest
     extent permitted by applicable law, the defense of an inconvenient forum
     to the maintenance of such action or proceeding in any such
     court.

            (d)     Each party to this Agreement irrevocably consents to the
     service of process in the manner provided for notices in Section 9.1.
                                                              -----------
     Nothing in this Agreement or in any other Loan Document will affect the
     right of any party hereto to serve process in any other manner permitted
     by law.

     Section 9.6 WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES, TO
                 --------------------
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED

                                    28

<PAGE>

TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     Section 9.7 Right of Setoff. In addition to any rights now or hereafter
                 ---------------
granted under applicable law and not by way of limitation of any such rights,
the Lender shall have the right, at any time or from time to time upon the
occurrence and during the continuance of an Event of Default, without prior
notice to the Borrower, any such notice being expressly waived by the Borrower
to the extent permitted by applicable law, to set off and apply against all
deposits (general or special, time or demand, provisional or final) of the
Borrower at any time held or other obligations at any time owing by the Lender
to or for the credit or the account of the Borrower against any and all
Obligations held by the Lender, irrespective of whether the Lender shall have
made demand hereunder and although such Obligations may be unmatured. The
Lender agrees promptly to notify the Borrower after any such set-off and any
application made by the Lender; provided, that the failure to give such notice
                                --------
shall not affect the validity of such set-off and application.

     Section 9.8 Counterparts; Integration. This Agreement may be executed by
                 -------------------------
one or more of the parties to this Agreement on any number of separate
counterparts (including by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. This
Agreement, the other Loan Documents, and any separate letter agreement(s)
relating to any fees payable to the Lender constitute the entire agreement
among the parties hereto and thereto regarding the subject matters hereof and
thereof and supersede all prior agreements and understandings, oral or written,
regarding such subject matters.

     Section 9.9 Survival. All covenants, agreements, representations and
                 --------
warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Revolving Commitment has not expired or terminated. The
provisions of Sections 2.10, and 9.3 shall survive and remain in full force and
              -------------      ---
effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, the expiration or termination of the Letters of
Credit and the Commitments or the termination of this Agreement or any
provision hereof. All representations and warranties made herein, in the
certificates, reports, notices, and other documents delivered pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
other Loan Documents, and the making of the Loans.

     Section 9.10 Severability. Any provision of this Agreement or any other
                  ------------
Loan Document held to be illegal, invalid or unenforceable in any jurisdiction,
shall, as to such jurisdiction, be ineffective to the extent of such
illegality, invalidity or unenforceability without affecting the legality,
validity or enforceability of the remaining provisions hereof or thereof; and
the illegality, invalidity or unenforceability of a particular provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

                                    29

<PAGE>

     Section 9.11 Confidentiality. The Lender agrees to take normal and
                  ---------------
reasonable precautions to maintain the confidentiality of any information
designated in writing as confidential and provided to it by the Borrower, the
Parent Corporation or any Subsidiary, except that such information may be
disclosed (i) to any Related Party of the Lender, including without limitation
accountants, legal counsel and other advisors, (ii) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
(iii) to the extent requested by any regulatory agency or authority, (iv) to
the extent that such information becomes publicly available other than as a
result of a breach of this Section, or which becomes available to the Lender or
any Related Party of the Lender on a nonconfidential basis from a source other
than the Borrower, (v) in connection with the exercise of any remedy hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, and (ix) subject to provisions substantially similar to
this Section 9.11, to any actual or prospective assignee or Participant, or
     ------------
(vi) with the consent of the Borrower. Any Person required to maintain the
confidentiality of any information as provided for in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
information as such Person would accord its own confidential information.

     Section 9.12 Interest Rate Limitation. Notwithstanding anything herein to
                  ------------------------
the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which may be treated as interest on
such Loan under applicable law (collectively, the "Charges"), shall exceed the
maximum lawful rate of interest (the "Maximum Rate") which may be contracted
for, charged, taken, received or reserved by the Lender in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would
have been payable in respect of such Loan but were not payable as a result of
the operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Rate to the date of repayment, shall
have been received by the Lender.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                     P.A.M. TRANSPORT, INC.


                                     By:/s/ Larry J.Goddard
                                        -------------------------------------
                                          Name: Larry J. Goddard
                                          Title: Vice President - Finance

                                     SUNTRUST BANK

                                     By   /s/
                                       --------------------------------------
                                          Name:
                                          Title:

                                    30

<PAGE>

                                                                      EXHIBIT A
                               REVOLVING CREDIT NOTE
$15,000,000                                                Nashville, Tennessee
                                                           November _____, 2000

     FOR VALUE RECEIVED, the undersigned, P.A.M. Transport, Inc., an Arkansas
corporation (the "Borrower"), hereby promises to pay to SunTrust Bank (the
"Lender") or its registered assigns at its principal office or any other office
that the Lender designates, on the Commitment Termination Date (as defined in
the Loan Agreement dated as of the date hereof (as the same may be amended,
restated or otherwise modified from time to time, the "Credit Agreement"),
between the Borrower and the Lender, the lesser of the principal sum of Fifteen
Million Dollars ($15,000,000) and the aggregate unpaid principal amount of all
Revolving Loans made by the Lender to the Borrower pursuant to the Credit
Agreement, in lawful money of the United States of America in immediately
available funds, and to pay interest from the date hereof on the principal
amount thereof from time to time outstanding, in like funds, at said office, at
the rate or rates per annum and payable on such dates as provided in the Credit
Agreement. In addition, should legal action or an attorney-at-law be utilized
to collect any amount due hereunder, the Borrower further promises to pay all
costs of collection, including the reasonable attorneys' fees of the Lender.

     The Borrower promises to pay interest, on demand, on any overdue principal
and, to the extent permitted by law, overdue interest from their due dates at a
rate provided in the Credit Agreement.

     All borrowings evidenced by this Revolving Credit Note and all payments of
the principal hereof and the date thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof, or otherwise
recorded by such holder in its internal records; provided, that the failure of
                                                 --------
the holder hereof to make such a notation or any error in such notation shall
not affect the obligations of the Borrower to make the payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement.

     This Revolving Credit Note is issued in connection with, and is entitled
to the benefits of, the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for prepayment of the principal hereof prior to the maturity
hereof and for the amendment or waiver of certain provisions of the Credit
Agreement, all upon the terms and conditions therein specified.

     THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF TENNESSEE AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.

                                     P.A.M. TRANSPORT, INC.

                                     By:
                                        -------------------------------------
                                          Name:
                                          Title:


<PAGE>

                                                                      EXHIBIT B

                        [FORM OF SUBSIDIARY GUARANTEE AGREEMENT]

     SUBSIDIARY GUARANTEE AGREEMENT dated as of November ____, 2000, among each
of the Subsidiaries executing the signature pages hereof (each such subsidiary
individually, a "Guarantor" and collectively, the "Guarantors") of P.A.M.
                 ---------                         ----------
TRANSPORT, INC., an Arkansas corporation (the "Borrower"), and SUNTRUST BANK, a
                                               --------
Georgia banking corporation (the "Lender")
                                  ------

     Reference is made to the Loan Agreement dated as of November ___, 2000 (as
amended, restated or otherwise modified from time to time, the "Credit
                                                                ------
Agreement"), between the Borrower and the Lender. Capitalized terms used herein
- ---------
and not defined herein shall have the meanings assigned to such terms in the
Credit Agreement.

     The Lender has agreed to make Loans to and issue Letters of Credit for the
account of the Borrower, pursuant to, and upon the terms and subject to the
conditions specified in, the Credit Agreement. Each of the Guarantors is a
direct or indirect wholly-owned Subsidiary of the Borrower and acknowledges
that it will derive substantial benefit from the making of the Loans and the
issuance of the Letters of Credit by the Lender. The obligations of the Lender
to make Loans and to issue Letters of Credit are conditioned on, among other
things, the execution and delivery by the Guarantors of this Subsidiary
Guarantee Agreement. As consideration therefor and in order to induce the
Lender to make Loans and to issue Letters of Credit, the Guarantors are willing
to execute this Subsidiary Guarantee Agreement.

     Accordingly, the parties hereto agree as follows:

     SECTION 1. Guarantee. Each Guarantor unconditionally guarantees, jointly
                ---------
with the other Guarantors and severally, as a primary obligor and not merely as
a surety, (a) the due and punctual payment of (i) the principal of and premium,
if any, and interest (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding) on the Loans, when and as due,
whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise, (ii) each payment required to be made by the Borrower under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement or disbursements, interest thereon and
obligations to provide cash collateral, and (iii) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Loan Parties to the Lender under the
Credit Agreement and the other Loan Documents, and (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of the
Loan Parties under or pursuant to the Credit Agreement and the other Loan
Documents (all the monetary and other obligations referred to in the preceding
clauses (a) and (b) being collectively called the "Obligations"). Each
                                                   -----------
Guarantor further agrees that the Obligations may be extended or renewed, in
whole or in part, without notice to or further assent from it, and that it will
remain bound upon its guarantee notwithstanding any extension or renewal of any
Obligation.

<PAGE>

     SECTION 2. Obligations Not Waived. To the fullest extent permitted by
                ----------------------
applicable law, each Guarantor waives presentment to, demand of payment from
and protest to the Borrower of any of the Obligations, and also waives notice
of acceptance of its guarantee and notice of protest for nonpayment. To the
fullest extent permitted by applicable law, the obligations of each Guarantor
hereunder shall not be affected by (a)     the failure of the Lender or any
Lender to assert any claim or demand or to enforce or exercise any right or
remedy against the Borrower or any other Guarantor under the provisions of the
Credit Agreement, any other Loan Document or otherwise, (b) any rescission,
waiver, amendment or modification of, or any release from any of the terms or
provisions of, this Agreement, any other Loan Document, any Guarantee or any
other agreement, including with respect to any other Guarantor under this
Agreement, or (c) the failure to perfect any security interest in, or the
release of, any of the security held by or on behalf of the Lender or any
Lender.

     SECTION 3. Guarantee of Payment. Each Guarantor further agrees that its
                --------------------
guarantee constitutes a guarantee of payment when due and not of collection,
and waives any right to require that any resort be had by the Lender or any
Lender to any of the security held for payment of the Obligations or to any
balance of any deposit account or credit on the books of the Lender or any
Lender in favor of the Borrower or any other person.

     SECTION 4. No Discharge or Diminishment of Guarantee. The obligations of
                -----------------------------------------
each Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment
in full in cash of the Obligations), including any claim of waiver, release,
surrender, alteration or compromise of any of the Obligations, and shall not be
subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by the failure of the Lender or any Lender to assert any
claim or demand or to enforce any remedy under the Credit Agreement, any other
Loan Document or any other agreement, by any waiver or modification of any
provision of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the Obligations, or by any other act or
omission that may or might in any manner or to the extent vary the risk of any
Guarantor or that would otherwise operate as a discharge of each Guarantor as a
matter of law or equity (other than the indefeasible payment in full in cash of
all the Obligations).

     SECTION 5. Defenses of Borrower Waived. To the fullest extent permitted by
                ---------------------------
applicable law, each Guarantor waives any defense based on or arising out of
any defense of the Borrower or the unenforceability of the Obligations or any
part thereof from any cause, or the cessation from any cause of the liability
of the Borrower, other than the final and indefeasible payment in full in cash
of the Obligations. The Lender and the Lenders may, at their election,
foreclose on any security held by one or more of them by one or more judicial
or nonjudicial sales, accept an assignment of any such security in lieu of
foreclosure, compromise or adjust any part of the Obligations, make any other
accommodation with the Borrower or any other guarantor, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the
extent the Obligations have been fully, finally and indefeasibly paid in cash.
Pursuant to applicable law, each Guarantor waives any defense arising out of
any such election even though such election operates, pursuant to applicable
law, to impair or to extinguish any right of reimbursement or subrogation or
other right or remedy of such Guarantor against the Borrower or any other
Guarantor or guarantor, as the case may be, or any security.

                                     2

<PAGE>

     SECTION 6. Agreement to Pay; Subordination. In furtherance of the
                -------------------------------
foregoing and not in limitation of any other right that the Lender or any
Lender has at law or in equity against any Guarantor by virtue hereof, upon the
failure of the Borrower or any other Loan Party to pay any Obligation when and
as the same shall become due, whether at maturity, by acceleration, after
notice of prepayment or otherwise, each Guarantor hereby promises to and will
forthwith pay, or cause to be paid, to the Lender for the benefit of the
Lenders in cash the amount of such unpaid Obligations. Upon payment by any
Guarantor of any sums to the Lender, all rights of such Guarantor against the
Borrower arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be
subordinate and junior in right of payment to the prior indefeasible payment in
full in cash of all the Obligations. In addition, any indebtedness of the
Borrower now or hereafter held by any Guarantor is hereby subordinated in right
of payment to the prior payment in full in cash of the Obligations. If any
amount shall erroneously be paid to any Guarantor on account of (i) such
subrogation, contribution, reimbursement, indemnity or similar right or (ii)
any such indebtedness of the Borrower, such amount shall be held in trust for
the benefit of the Lender and the Lenders and shall forthwith be paid to the
Lender to be credited against the payment of the Obligations, whether matured
or unmatured, in accordance with the terms of the Loan Documents.

     SECTION 7. Information. Each Guarantor assumes all responsibility for
                -----------
being and keeping itself informed of the Borrower's financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Obligations and the nature, scope and extent of the risks that such
Guarantor assumes and incurs hereunder, and agrees that none of the Lender or
the Lenders will have any duty to advise any of the Guarantors of information
known to it or any of them regarding such circumstances or risks.

     SECTION 8. Representations and Warranties. Each Guarantor represents and
                ------------------------------
warrants as to itself that all representations and warranties relating to it
(as a Subsidiary of the Borrower) contained in the Credit Agreement are true
and correct.

     SECTION 9. Termination. The guarantees made hereunder (a) shall terminate
                -----------
when all the Obligations have been paid in full in cash and the Lenders have no
further commitment to lend under the Credit Agreement, the LC Exposure has been
reduced to zero and the Issuing Bank has no further obligation to issue Letters
of Credit under the Credit Agreement and (b) shall continue to be effective or
be reinstated, as the case may be, if at any time payment, or any part thereof,
of any Obligation is rescinded or must otherwise be restored by any Lender or
any Guarantor upon the bankruptcy or reorganization of the Borrower, any
Guarantor or otherwise. In connection with the foregoing, the Lender shall
execute and deliver to such Guarantor or Guarantor's designee, at such
Guarantor's expense, any documents or instruments which such Guarantor shall
reasonably request from time to time to evidence such termination and release.

     SECTION 10. Binding Effect; Several Agreement; Assignments. Whenever in
                 ----------------------------------------------
this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of the Guarantors that are
contained in this Agreement shall bind and inure to the benefit of each party
hereto and their respective successors and assigns. This Agreement shall become
effective as to any Guarantor when a counterpart hereof executed on behalf of
such Guarantor shall have been delivered to the Lender, and a counterpart
hereof shall have been executed on behalf of the Lender, and thereafter shall
be binding upon such Guarantor and the Lender and their respective successors
and assigns, and shall inure to the benefit of such

                                     3

<PAGE>

Guarantor, the Lender and the Lenders, and their respective successors and
assigns, except that no Guarantor shall have the right to assign its rights or
obligations hereunder or any interest herein (and any such attempted assignment
shall be void). If all of the capital stock of a Guarantor is sold, transferred
or otherwise disposed of pursuant to a transaction permitted by the Credit
Agreement, such Guarantor shall be released from its obligations under this
Agreement without further action. This Agreement shall be construed as a
separate agreement with respect to each Guarantor and may be amended, modified,
supplemented, waived or released with respect to any Guarantor without the
approval of any other Guarantor and without affecting the obligations of any
other Guarantor hereunder.

     SECTION 11. Waivers; Amendment. (a) No failure or delay of the Lender of
                 ------------------
any in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and of the Lender hereunder and of the Lenders under
the other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by any Guarantor therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) below,
and then such waiver and consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on any
Guarantor in any case shall entitle such Guarantor to any other or further
notice in similar or other circumstances.

     (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to a written agreement entered into between the
Guarantors with respect to which such waiver, amendment or modification relates
and the Lender, with the prior written consent of the Required Lenders (except
as otherwise provided in the Credit Agreement).

     SECTION 12. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
                 -------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE.

     SECTION 14. Notices. All communications and notices hereunder shall be in
                 -------
writing and given as provided in Section 10.01 of the Credit Agreement. All
communications and notices hereunder to each Guarantor shall be given to it at
its address set forth on Schedule I attached hereto.

     SECTION 15. Survival of Agreement; Severability. (a) All covenants,
                 ----------------------------------
agreements representations and warranties made by the Guarantors herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or the other Loan Document shall be considered to
have been relied upon by the Lender and the Lenders and shall survive the
making by the Lenders of the Loans and the issuance of the Letters of Credit by
the Issuing Bank regardless of any investigation made by any of them or on
their behalf, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any other fee or amount
payable under this Agreement or any other Loan Document is outstanding and
unpaid or the LC Exposure does not equal zero and as long as the Commitments
have not been terminated.

     (b)     In the event one or more of the provisions contained in this
Agreement or in any other Loan Document should be held invalid, illegal or
unenforceable in any respect, the validity,

                                     4

<PAGE>

legality and enforceability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired thereby (it being
understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision
in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.

     SECTION 15. Counterparts. This Agreement may be executed in counterparts,
                 ------------
each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. Delivery of an executed signature
page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.

     SECTION 16. Rules of Interpretation. The rules of interpretation specified
                 -----------------------
in Section 1.03 of the Credit Agreement shall be applicable to this Agreement.

     SECTION 17. Jurisdiction; Consent to Service of Process. (a) Each
                 -------------------------------------------
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Chancery Court of Davidson
County, Tennessee or Federal court of the United States of America sitting in
Nashville, Tennessee, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement or the other Loan
Documents, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such
Nashville, Tennessee State court or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Lender, the Issuing
Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against any Guarantor or
its properties in the courts of any jurisdiction.

     (b)     Each Guarantor hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection that it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the other Loan
Documents in any Tennessee State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

     (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 13. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

     SECTION 18. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE
                 --------------------
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS

                                     5

<PAGE>

AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     SECTION 19. Additional Guarantors. Pursuant to Section 5.10 of the Credit
                 ---------------------
Agreement, each Loan Party that was not in existence on the date of the Credit
Agreement is required to enter into this Agreement as a Guarantor upon becoming
Loan Party. Upon execution and delivery after the date hereof by the Lender and
such Subsidiary of an instrument in the form of Annex 1, such Subsidiary shall
become a Guarantor hereunder with the same force and effect as if originally
named as a Guarantor herein. The execution and delivery of any instrument
adding an additional Guarantor as a party to this Agreement shall not require
the consent of any other Guarantor hereunder. The rights and obligations of
each Guarantor hereunder shall remain in full force and effect notwithstanding
the addition of any new Guarantor as a party to this Agreement.

     SECTION 20. Right of Setoff. If an Event of Default shall have occurred
                 ---------------
and be continuing, each Lender is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held and other Indebtedness at any time owing by such Lender to or for the
credit or the account of any Guarantor against any or all the obligations of
such Guarantor now or hereafter existing under this Agreement and the other
Loan Documents held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement or any other Loan Document and
although such obligations may be unmatured. The rights of each Lender under
this Section 21 are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

                                    P.A.M. Dedicated Services, Inc.

                                    By:________________________________________
                                             Name:
                                             Title:  Authorized Officer


                                    Choctaw Express, Inc.


                                    By:________________________________________
                                             Name:
                                             Title:  Authorized Officer


                                      6

<PAGE>

                                    Allen Freight Services, Inc.

                                    By:________________________________________
                                             Name:
                                             Title:  Authorized Officer


                                    Decker Transport Company, Inc.

                                    By:________________________________________
                                             Name:
                                             Title:  Authorized Officer

                                    T.T.X., Inc.

                                    By:________________________________________
                                             Name:
                                             Title:  Authorized Officer


                                    SUNTRUST BANK

                                    By:________________________________________
                                             Name:
                                             Title:

                                      7

<PAGE>

                                                                 ANNEX 1 TO THE
                                                 SUBSIDIARY GUARANTEE AGREEMENT

     SUPPLEMENT NO.  [   ] dated as of [                 ], to  the Subsidiary
Guarantee Agreement (the "Guarantee Agreement") dated as of November ____, 2000
                          -------------------
among each of the subsidiaries listed therein (or on Schedule I thereto) (each
such Subsidiary individually, a "Guarantor" and collectively, the "Guarantors")
                                 ---------                         ----------
of P.A.M. TRANSPORT, INC., an Arkansas corporation (the "Borrower"), and
                                                         --------
SUNTRUST BANK, a Georgia banking corporation, as Lender (the "Lender").
                                                              ------

     A.     Reference is made to the Loan Agreement dated as of November ___,
2000 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower and the Lender. Capitalized terms used
 ----------------
herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement.

     B.     Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Guarantee Agreement and
the Credit Agreement.

     C.     The Guarantors have entered into the Guarantee Agreement in order
to induce the Lender to make Loans and to issue Letters of Credit. Pursuant to
Section 5.10 of the Credit Agreement, each Subsidiary which is a Loan Party
that was not in existence or not a Loan Party on the date of the Credit
Agreement is required to enter into the Guarantee Agreement as a Guarantor upon
becoming a Loan Party. Section 19 of the Guarantee Agreement provides that
additional Subsidiaries of the Borrower shall become Guarantors under the
Guarantee Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned Subsidiary of the Borrower (the "New
                                                                  ---
Guarantor") is executing this Supplement in accordance with the requirements of
- ---------
the Credit Agreement to become a Guarantor under the Guarantee Agreement in
order to induce the Lender to make additional Revolving Loans and to issue
additional Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued.

     Accordingly, the Lender and the New Guarantor agree as follows:

     SECTION 1. In accordance with Section 19 of the Guarantee Agreement, the
New Guarantor by its signature below becomes a Guarantor under the Guarantee
Agreement with the same force and effect as if originally named therein as a
Guarantor and the New Guarantor hereby (a) agrees to all the terms and
provisions of the Guarantee Agreement applicable to it as Guarantor thereunder
and (b) represents and warrants that the representations and warranties made by
it as a Guarantor thereunder are true and correct on and as of the date hereof.
Each reference to a Guarantor in the Guarantee Agreement shall be deemed to
include the New Guarantor. The Guarantee Agreement is hereby incorporated
herein by reference.

     SECTION 2. The New Guarantor represents and warrants to the Lender that
this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.

     SECTION 3. This Supplement may be executed in counterparts each of which
shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the
Lender shall have received counterparts of this

<PAGE>

Supplement that, when taken together, bear the signatures of the New Guarantor
and the Lender. Delivery of an executed signature page to this Supplement by
facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Supplement.

     SECTION 4. Except as expressly supplemented hereby, the Guarantee
Agreement shall remain in full force and effect.

     SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE.

     SECTION 6. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Guarantee Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision hereof in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

     SECTION 7. All communications and notices hereunder shall be in writing
and given as provided in Section 14 of the Guarantee Agreement. All
communications and notices hereunder to the New Guarantor shall be given to it
at the address set forth under its signature below, with a copy to the Borrower.

     SECTION 8. The New Guarantor agrees to reimburse the Lender for its
out-of-pocket expenses in connection with this Supplement, including the fees,
disbursements and other charges of counsel for the Lender.

     IN WITNESS WHEREOF, the New Guarantor and the Lender have duly executed
this Supplement to the Guarantee Agreement as of the day and year first above
written.

                                    [Name of New Guarantor]

                                    By:________________________________________
                                             Name:
                                             Title:
                                             Address:

                                    SUNTRUST BANK

                                    By:________________________________________
                                             Name:
                                             Title:


                                      2

<PAGE>

                                                                      EXHIBIT C

                        PARENT CORPORATION GUARANTEE

                      (To Be Substantially in the Same
                      Form as the Subsidiary Guarantee)

<PAGE>

                                                                    EXHIBIT 2.2

                        NOTICE OF REVOLVING BORROWING

                                   [Date]

SunTrust Bank
201 Fourth Avenue, North
Nashville, Tennessee 37219

Attention:

Dear Sirs:

     Reference is made to the Loan Agreement dated as of November ___, 2000 (as
amended and in effect on the date hereof, the "Credit Agreement"), between the
undersigned, as Borrower and SunTrust Bank, as Lender. Terms defined in the
Credit Agreement are used herein with the same meanings. This notice
constitutes a Notice of Revolving Borrowing, and the Borrower hereby requests a
Revolving Loan under the Credit Agreement, and in that connection the Borrower
specifies the following information with respect to the Revolving Borrowing
requested hereby:

     (A)   Principal amount of Revolving Loan:__________________________

     (B)   Date of Revolving Loan (which is a Business Day):____________

     (C)   Location and number of Borrower's account to which proceeds of
           Revolving Loan are to be disbursed:____________________

     The Borrower hereby represents and warrants that the conditions specified
in paragraphs (a), (b) and (c) of Section 3.2 of the Credit Agreement are
satisfied.

                                    Very truly yours,

                                    P.A.M. TRANSPORT, INC.

                                    By:________________________________________
                                             Name:
                                             Title:

<PAGE>

                                                                   EXHIBIT 4.14

                        LIST OF SUBSIDIARY GUARANTORS

Subsidiary                          Owner                 State of Incorporation
- ----------                          -----                 ----------------------

P.A. M. Special Services,     P.A.M. Transportation       Arkansas
Inc.                          Services, Inc.

P.A.M. Dedicated Services,    P.A.M. Transportation       Ohio
Inc.                          Services, Inc.

P.A.M. Logistics Services,    P.A.M. Transportation       Arkansas
Inc.                          Services, Inc.

Choctaw Express, Inc.         P.A.M. Transportation       Oklahoma
                              Services, Inc.

Choctaw Brokerage, Inc.       P.A.M. Transportation       Oklahoma
                              Services, Inc.

Allen Freight Services,       P.A.M. Transportation       Missouri
Inc.                          Services, Inc.

Decker Transport Company,     P.A.M. Transportation       Ohio
Inc.                          Services, Inc.

T.T.X., Inc.                  P.A.M. Transportation       Texas
                              Services, Inc.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5.2
<SEQUENCE>4
<FILENAME>dex452.txt
<DESCRIPTION>REVOLVING CREDIT NOTE, DATED 11/22/00
<TEXT>
<PAGE>


                                                                  EXHIBIT 4.5.2

                             REVOLVING CREDIT NOTE
                             ---------------------

$15,000,000   Nashville, Tennessee
                                                              November 22, 2000

       FOR VALUE RECEIVED, the undersigned, P.A.M. Transport, Inc., an
Arkansas corporation (the "Borrower"), hereby promises to pay to SunTrust Bank
(the "Lender") or its registered assigns at its principal office or any other
office that the Lender designates, on the Commitment Termination Date (as
defined in the Loan Agreement dated as of the date hereof (as the same may be
amended, restated or otherwise modified from time to time, the "Credit
Agreement"), between the Borrower and the Lender, the lesser of the principal
sum of Fifteen Million Dollars ($15,000,000) and the aggregate unpaid principal
amount of all Revolving Loans made by the Lender to the Borrower pursuant to
the Credit Agreement, in lawful money of the United States of America in
immediately available funds, and to pay interest from the date hereof on the
principal amount thereof from time to time outstanding, in like funds, at said
office, at the rate or rates per annum and payable on such dates as provided in
the Credit Agreement. In addition, should legal action or an attorney-at-law be
utilized to collect any amount due hereunder, the Borrower further promises to
pay all costs of collection, including the reasonable attorneys' fees of
the Lender.

       The Borrower promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at a rate provided in the Credit Agreement.

       All borrowings evidenced by this Revolving Credit Note and all payments
of the principal hereof and the date thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof, or otherwise
recorded by such holder in its internal records; provided, that the failure of
                                                 --------
the holder hereof to make such a notation or any error in such notation shall
not affect the obligations of the Borrower to make the payments of principal
and interest in accordance with the terms of this Revolving Credit Note and the
Credit Agreement.

       This Revolving Credit Note is issued in connection with, and is entitled
to the benefits of, the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for prepayment of the principal hereof prior to the maturity
hereof and for the amendment or waiver of certain provisions of the Credit
Agreement, all upon the terms and conditions therein specified.

       THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF TENNESSEE AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.

                                        P.A.M. TRANSPORT, INC.

                                        By:/s/ Larry J. Goddard
                                           ------------------------------------
                                               Name:  Larry J. Goddard
                                               Title:  Vice President - Finance

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5.3
<SEQUENCE>5
<FILENAME>dex453.txt
<DESCRIPTION>SECURITY AGREEMENT
<TEXT>
<PAGE>

                                                                  EXHIBIT 4.5.3

                              SECURITY AGREEMENT

Borrower/Debtor:                                 Lender/Secured Party:
- ---------------                                  --------------------

P.A.M. Transport, Inc.                           SunTrust Bank.
Highway 412 West                                 201 Fourth Avenue North
Tontitown, Arkansas 72770                        Nashville, TN 37219



       THIS SECURITY AGREEMENT is entered into this ______day of November,
2000, by and between P.A.M. Transport, Inc., an Arkansas corporation with its
principal offices located at the address set forth above ("Borrower"), and
                                                           --------
SunTrust Bank, a Georgia state chartered banking corporation with offices
located at the address set forth above ("Lender"). Intending to be legally
                                         ------
bound, Borrower and Lender agree as follows:

       1.     Security Interest and Indebtedness.  Borrower hereby grants
Lender a security interest in motor vehicles and other property described on
Exhibit A hereto, and all proceeds thereof, and all substitutions,
- ---------
replacements, attachments and accessions thereto (collectively, the
"Collateral"), to secure prompt and full performance and payment of (a) all
 ----------
amounts due under that certain Loan Agreement dated November 22, 2000, executed
by Borrower and Lender (as amended and/or restated from time to time, the "Loan
                                                                           ----
Agreement") and that Revolving Credit Promissory Note in the principal amount
- ---------
of up to Fifteen Million Dollars ($15,000,000), dated as of November 22, 2000,
executed by Borrower in favor of Lender (as amended and/or restated from time
to time, the "Note"), and all amounts that Borrower may at any time owe Lender
              ----
in connection with the Loan Agreement or the Note or any other Loan Document
(as defined in the Loan Agreement); (b) all amounts that Lender may now or
hereafter pay or advance at any time for taxes, insurance, repairs, maintenance
or other protection with respect to the Collateral; (c) all costs and expenses
that Lender may incur in enforcing or protecting its rights with respect to the
Collateral or the indebtedness secured by the Collateral, including attorneys'
fees (collectively, the "Indebtedness").
                         ------------

       2.     Representations and Warranties. Borrower hereby represents and
warrants to Lender that (a) Borrower is the sole, true and lawful owner of the
Collateral; (b) Borrower has a good unrestricted right to grant a security
interest in the Collateral; (c) there are no advances, claims, liens, security
interests or encumbrances against the Collateral except as granted to Lender;
(d) all descriptions of Collateral provided to Lender are true and accurate; and
(e) Borrower's chief executive offices and principal place(s) of business are
located at the addresses designated as such on Exhibit B hereto.
                                               ---------

       3.     Borrower's General Covenants. Borrower hereby covenants and
agrees that, until the Indebtedness has been paid in full, unless Borrower
receives the prior written consent of Lender: (a) Borrower shall keep the
Collateral free from any other lien, security interest or encumbrance, shall
maintain the Collateral in good order and repair, shall use the Collateral in
accordance with all laws, regulations and orders, and shall not sell, transfer,
or dispose of any of the Collateral; (b) Borrower shall promptly advise Lender
of any event or circumstance materially and adversely affecting the Collateral;
(c) Borrower shall pay when due all taxes and similar obligations that might
result in a lien on the Collateral if not paid. Borrower agrees to execute
additional documents and take such other actions (at its expense) as Lender may
reasonably request from time to time to implement or evidence the terms of this
Agreement.

<PAGE>

       4.     Perfection and Protection of Collateral. Borrower shall ensure
that Lender's security interest in the Collateral is and will remain a
perfected, first priority security interest.  Borrower shall (at its sole
expense) execute, obtain, deliver and (if applicable) file or record all
financing statements, title applications and other title documents, and take
all other actions, that Lender may deem reasonably necessary or advisable to
perfect or protect Lender's security interest in the Collateral against the
interests of third parties. Borrower hereby irrevocably appoints Lender as its
attorney-in-fact, which appointment is coupled with an interest, to take any
action that Lender may deem necessary to perfect and/or continue the perfection
of its security interests and to protect the Collateral. Borrower agrees to
pay, on demand, all costs, taxes and fees payable in connection with any such
filings or recordings. Borrower shall give Lender at least thirty (30) days
prior written notice before retitling any Collateral from its present
jurisdiction, and in each case shall (at Borrower's expense) promptly take all
steps necessary or advisable to preserve continuously the perfection and
priority of Lender's security interests in the Collateral.

       5.     Inspection. Borrower shall maintain adequate books and records
pertaining to the Collateral and shall permit Lender to visit and inspect any
of the Collateral, to examine Borrower's books of record and accounts with
respect to the Collateral, all at such reasonable times and as often as Lender
may reasonably desire.

       6.     Insurance. Borrower shall maintain casualty insurance
policies on the Collateral for its full insurable value, subject to
deductibles.  Upon Lender's request, Borrower will furnish evidence of such
insurance coverage.  Borrower shall cause (i) all insurance policies to name
Lender as an additional insured and loss payee, and (ii) all insurance policies
to provide that no assignment, cancellation, modification, reduction or adverse
change in coverage shall be effective until at least thirty (30) days after
Lender's receipt of written notice thereof.  If Borrower fails to furnish said
insurance, the Lender may do so or may obtain insurance of its interest, adding
the amount of any such premium thereof to the Indebtedness, but Lender is not
and will not be under any obligation or duty to obtain or maintain such
insurance.  Borrower hereby assigns to Lender any insurance proceeds payable
under any of its insurance policies for physical damage and directs all
insurers to pay Lender any amount so due unless the Indebtedness has been
previously satisfied.  Notwithstanding any provisions of this Section to the
contrary, Lender shall give written direction to such insurance company that
proceeds of such policies may be paid to Borrower until the insurer has been
notified that an Event of Default exists under the Loan Agreement.

       7.     Borrower's Use of the Collateral. As long as no Event of Default
has occurred,  Borrower may use the Collateral in the ordinary course of
Borrower's business, subject to any conditions set forth in this Agreement.
Upon the occurrence of an Event of Default, Borrower's right to so use the
Collateral shall terminate until further written notice from Lender.

       8.     Remedies. Upon the occurrence and continuation of an Event of
Default (as defined in the Loan Agreement), Lender shall be entitled to
exercise any or all of the rights and remedies available at law or in equity,
including the rights and remedies of a secured party under the Uniform
Commercial Code as adopted in the State of Tennessee (the "Code"). Lender's
                                                           ----
rights and remedies include the right and power to sell, at public or private
sale or sales, or otherwise collect, dispose of or use all or any portion of
the

                                     2

<PAGE>

Collateral and any part or parts thereof in any manner authorized or permitted
under the Code. Lender may apply the proceeds thereof toward payment of the
Indebtedness and toward payment of any costs and expenses (including attorneys'
fees and legal expenses) incurred by Lender in connection with any collection,
sale or disposition of Collateral, in such order or manner as Lender may elect
in its sole discretion. Additionally, and as an essential part of the
bargained-for consideration running to Lender and to the extent permitted by
applicable law, Borrower hereby expressly grants to Lender the contractual right
to purchase any or all of the Collateral at private sale any time after ten (10)
days' notice of such sale has been sent to Borrower by Lender. Upon Lender's
demand following an Event of Default, Borrower agrees to assemble the Collateral
at its usual place of business, or at such other location as Lender may
reasonably designate, and make it available to Lender. To the extent that notice
of sale is required by applicable law, Borrower agrees that notice given as
provided in Section 13(a) hereof, at least ten (10) days before the date of the
            -------------
proposed public sale or disposition or the date after which a private sale may
be made shall be deemed reasonable and shall fully satisfy any requirement of
giving of notice. Lender may postpone and reschedule any proposed sale at its
option without the necessity of giving Borrower further notice of such fact as
long as the rescheduled sale occurs within sixty (60) days of the originally
scheduled sale. All recitals in any instrument of assignment or any other
document executed by Lender incident to sale, transfer, assignment or other
disposition or use of any Collateral hereunder shall be sufficient to establish
full legal propriety of the sale or other action taken by Lender or of any fact,
condition or thing incident thereto, and all prerequisites of such sale or other
action shall be conclusively presumed to have been performed or to have
occurred.

       9.     Borrower Waivers.  Except as expressly provided herein, and to
the fullest extent permitted by law, Borrower hereby waives (i) presentment,
demand and protest and notice of presentment, protest, default, non payment,
maturity, release, compromise, settlement, extension or renewal of any or all
commercial paper, accounts, contract rights, documents, instruments, chattel
paper and guaranties at any time held by Lender on which Borrower may in any
way be liable and hereby ratifies and confirms whatever Lender may do in this
regard; (ii) notice prior to taking possession or control of the Collateral or
any bond or security that might be required by any court before allowing Lender
to exercise any of Lender's remedies, including the issuance of an immediate
writ of possession, except as expressly required herein; (iii) any marshalling
of assets, or any right to compel Lender to resort first or in any particular
order to any other collateral or other entities before enforcing its rights as
to the Collateral or pursuing Borrower for payment of the Indebtedness; (iv)
the benefit of all valuation, appraisement and exemption laws; (v) notice of
acceptance hereof; (vi) any right to require Lender to terminate its security
interest in the Collateral before both termination of this Agreement and
payment in full of the Indebtedness; and (vi) any claims and defenses based on
principles of suretyship or impairment of collateral. Borrower acknowledges
that the foregoing waivers are a material inducement to Lender's entering into
this Agreement and that Lender is relying upon the foregoing waivers in its
future dealings with Borrower.

      10.     General Authority. Effective immediately but exercisable by
Lender (or its designee) only upon an Event of Default, Borrower hereby
irrevocably appoints Lender (or its designee) as Borrower's true and lawful
attorney-in-fact, which appointment is hereby coupled with an interest, with
full power of substitution, in Lender's name or Borrower's name or otherwise,
for Lender's sole use and benefit, but at Borrower's cost and expense, to
exercise at any time and from time to time all or any of the following powers
with respect

                                     3


<PAGE>

to all or any of the Collateral: (a) to receive, take, endorse, assign and/or
deliver any documents relating to the Collateral; and (b) in general, to do all
things necessary to perform the terms of this Agreement and to take any action
or proceedings that Lender deems necessary or appropriate to protect and
preserve Lender's security interest in the Collateral. In any event, however,
Lender's exercise of or failure to exercise any such authority shall in no
manner affect Borrower's liability to Lender hereunder or in connection with
the Indebtedness; Lender shall be under no obligation or duty to exercise any
of the powers hereby conferred upon Lender; and Lender shall have no liability
for any act or failure to act in connection with any of the Collateral.

      11.     Lender's Powers and Limited Duties. Lender shall have no
liability or responsibility for any diminution in the value of the Collateral
from any cause whatsoever. Lender shall be under no duty to collect any amount
that may be or become due on any of the Collateral, to redeem or realize on
Collateral, to make any presentments, demands or notices of protest in
connection with any of the Collateral, to take any steps necessary to preserve
rights in any instrument, contract or lease against third parties or to
preserve rights against prior parties, to remove any liens or to do anything
for the enforcement, collection or protection of Collateral, except to the
extent, if any, that the Code requires Lender to use reasonable care with
respect to Collateral while in its possession. Borrower agrees to pay all
taxes, charges, transfer fees and assessments against the Collateral and to do
all things necessary to preserve and maintain the value and collectibility
thereof. On Borrower's failure to so do, Lender may, after giving Borrower
written notice of its intention to do so, make such payments and advance such
sums on account thereof as Lender, in its sole discretion, deems desirable.
Borrower agrees to reimburse Lender immediately upon demand for all such
payments and advances plus interest thereon at the maximum rate allowed by
applicable law. All such amounts shall be part of the Indebtedness.

      12.     Construction, Definitions and Usage.

      (a)     Defined Terms; UCC Terms. In addition to other words and terms
              ------------------------
defined in this Agreement (including the Exhibits), the following terms have
the following meanings herein, unless the context expressly requires otherwise.
The term "business day" means any day other than a Saturday, Sunday or day on
          ------------
which commercial banks are authorized to close under the laws of the State of
Tennessee. The term "entity" means any individual, corporation, partnership,
                     ------
joint venture, association, limited liability company, joint stock company,
trust, unincorporated organization, government, or any agency or political
subdivision thereof, or any other form of entity. The terms "includes" and
                                                             --------
"including" and words of similar import are inclusive and not exclusive terms,
 ---------
and are not intended to create any limitation. All defined terms apply to both
singular and plural forms, and all references to any gender include all other
genders. Terms used in this Agreement that are defined in the Uniform
Commercial Code as adopted in the State of Tennessee (the "Code") shall have
                                                           ----
the same meanings herein, except as otherwise expressly provided or amplified
(but not limited) herein.

      (b)     Captions; Exhibits; Severability.   The captions in this
              --------------------------------
Agreement are for convenience only, and in no way limit or amplify the
provisions hereof. All Exhibits and Schedules attached hereto are by reference
made a part hereof. This Agreement is severable, and the invalidity of any
provision shall not affect any other provision hereof.

                                     4

<PAGE>

      (c)     References to Documents and Laws. All defined terms and references
              --------------------------------
as to any agreements, notes, instruments, certificates or other documents shall
be deemed to refer to such documents as they may from time to time be amended,
modified, renewed, extended, replaced, restated, supplemented or substituted.
Unless otherwise provided, all references to statutes and related regulations
shall include any amendments thereof and any successor statutes and regulations.

      13.     General Provisions.

      (a)     Notices. All notices and communications required under this
              -------
Agreement shall be given in accordance with the terms of the Loan Agreement.

      (b)     Successors and Assigns. Borrower shall not assign its rights or
              ----------------------
delegate its duties under this Agreement. Borrower's covenants and agreements
herein shall bind Borrower's successors and assigns and shall inure to the
benefit of Lender and its successors and assigns. Lender may, at its option
from time to time without notice to Borrower, assign the Indebtedness and/or
enter into participation or syndication agreements with other lenders approved
by Lender on such terms and conditions as Lender shall deem
advisable.

      (c)     Amendments and Waivers. This Agreement may not be modified or
              ----------------------
amended except in writing signed by Borrower and Lender, and none of its
provisions may be waived except in writing signed by Lender. Borrower may add
additional Collateral or substitute Collateral acceptable to Lender from time
to time by an amendment executed by Borrower and Lender in substantially the
form attached as Exhibit C.  No waivers shall be implied, whether from any
                 ---------
custom or course of dealing or any delay or failure in Lender's exercise of its
rights and remedies hereunder or otherwise. Any waiver granted by Lender shall
not obligate Lender to grant any further, similar, or other
waivers.

      (d)     Remedies.  All remedies provided to Lender herein are
              --------
cumulative, in addition to all other remedies available to Lender at law or in
equity or otherwise, and the exercise or partial exercise of any such right or
remedy shall not preclude the exercise of any other right or remedy.

      (e)     Governing Law.  This Agreement shall be construed in accordance
              -------------
with and governed by the laws of the State of Tennessee (without regard to its
rules on conflicts of laws), except to the extent, if any, that the location of
the Borrower or the Collateral may require the application of other law to
govern the perfection of security interests in the Collateral.

      (f)     Counterparts.  This Agreement may be executed in any number of
              ------------
counterparts (by facsimile transmission or otherwise), and each shall be deemed
an original but all such counterparts shall constitute but one and the same
instrument.

      (g)     Entire Agreement; No Oral Representations. This Agreement,
              -----------------------------------------
together with the Guaranty, represents the entire agreement between the parties
hereto with respect to the subject matter hereof, superseding any and all other
agreements, promises or representations existing prior to or made
simultaneously with this Agreement.

      ENTERED INTO as of the date first written above.

                                     5


<PAGE>

                                           BORROWER:
                                           ---------

Address for Notices:                       P.A.M. Transport, Inc.
- -------------------

P.A.M. Transport, Inc.
P. O. Box 188                              By: /s/ Larry J. Goddard
Tontitown, Arkansas 72770                     ---------------------------------
Attn:  Larry Goddard, CFOTitle:                Title: Vice President -- Finance
FAX (501) 361-5381                                    -------------------------

                                           LENDER:
                                           -------

Address for Notices:                       SunTrust Bank
- -------------------

SunTrust Bank
201 Fourth Avenue North                    By: /s/
Nashville, Tennessee 37219                    ---------------------------------
Telecopy # (615) 748-5161                  Title:______________________________
Attn: Tim Wagner or Jim Mosby

                                     6

<PAGE>

                                  EXHIBIT A
                                  ---------

Borrower/Debtor:                           Lender/Secured Party:
- ---------------                            --------------------

P.A.M. Transport, Inc.                     SunTrust Bank
Highway 412 West                           201 Fourth Avenue North
Tontitown, Arkansas 72770                  Nashville, Tennessee 37219

       The Collateral includes, and Borrower hereby grants to Lender a
security interest in and to, all of Borrower's right, title and interest in
the following property, all whether presently existing or hereafter acquired
and wherever located, and all additions, substitutions, replacements
extensions, amendments, attachments and accessions thereto:

(1)     See Attachment A-1 incorporated herein.

(2)     All proceeds (including insurance proceeds) of any and all of the
        foregoing, any insurance policies covering such collateral
        (collectively, "Proceeds").
                        --------

                                     7

<PAGE>

                                  EXHIBIT B
                                  ---------

                    Location Of Borrower And Collateral
                    -----------------------------------

Chief Executive Offices:

Highway 412 West
Tontitown, Arkansas 72770

Principal Place of Business in State of Tennessee

Highway 412 West
Tontitown, Arkansas 72770

Location(s) of Books and Records:

Highway 412 West
Tontitown, Arkansas 72770

Location(s) of Collateral:

Highway 412 West
Tontitown, Arkansas 72770

                                     8

<PAGE>

                                  EXHIBIT C
                                  ---------
                            (Security Agreement)

                      AMENDMENT TO SECURITY AGREEMENT
                      -------------------------------

       This Amendment to Security Agreement is made this the ____ day of
____________, 20___ by and between P.A.M. Transport, Inc. (the "Borrower") and
SunTrust Bank (the "Lender").

                                  RECITALS:
                                  --------

A.     Borrower and Lender have previously executed that certain Security
       Agreement dated as of November ____, 2000 (as it may be amended from
       time to time, the "Security Agreement").

B.     Borrower and Lender are desirous of amending the Security Agreement to
       add additional Collateral or to substitute Collateral as described on
       Exhibit A to the Security Agreement.

       NOW, THEREFORE, Borrower and Lender agree as follows:

1.     Amendment of Collateral.  Borrower and Lender agree that Exhibit A to
       -----------------------
       the Security Agreement is hereby amended by substituting the Exhibit A
       attached hereto in lieu of the prior Exhibit A.  The substitute Exhibit
       A attached hereto is hereby incorporated by reference into the Security
       Agreement.  All reference to "Collateral" in the Security Agreement
       shall refer to the amended and restated Exhibit A attached hereto and
       all provisions of the Security Agreement shall apply thereto.

2.     No Other Amendment.  Except as specifically set forth herein, no other
       ------------------
       amendment, modification or release is made pursuant to this Amendment.

       IN WITNESS WHEREOF, the undersigned, by and through their duly
       authorized officers hereby execute this Amendment as of the day and date
       first set forth above.

                                                   P.A.M. TRANSPORT, INC.


                                         By:___________________________________
                                         Title:________________________________

                                                   SUNTRUST BANK


                                         By:___________________________________
                                         Title:________________________________

                                     9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5.4
<SEQUENCE>6
<FILENAME>dex454.txt
<DESCRIPTION>FIRST AMENDMENT TO LOAN AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 4.5.4
                                                                   -------------

          FIRST AMENDMENT TO LOAN AGREEMENT, REVOLVING CREDIT NOTE AND
          ------------------------------------------------------------
                               SECURITY AGREEMENT
                               ------------------

       THIS FIRST AMENDMENT TO LOAN AGREEMENT, REVOLVING CREDIT NOTE AND
SECURITY AGREEMENT ("First Amendment") is made as of May 1, 2001 by and between
SUNTRUST BANK (the "Lender") and P.A.M. TRANSPORT, INC. (the "Borrower").

                                    RECITALS:
                                    ---------

       A.     Borrower and Lender have previously entered into that certain
Loan Agreement dated November 22, 2000 (as amended from time to time, the "Loan
Agreement").

       B.     In connection with the Loan Agreement, the Borrower previously
executed that certain $15,000,000 Revolving Credit Note dated November 22, 2000
(as amended from time to time, the "Note") in favor of the Lender.

       C.     As security for the Loan Agreement and the Note, Borrower and
Lender executed that certain Security Agreement dated November 22, 2000 (as
amended from time to time, the "Security Agreement").

       D.     The Borrower and Lender are desirous of amending the Loan
Agreement, the Note and the Security Agreement as set forth herein.

       NOW THEREFORE, in consideration of the premises, the Borrower and Lender
hereby agree that the Loan Agreement, the Note and the Security Agreement are
amended as follows:

1.     Section 1.2 of the Loan Agreement concerning "Definitions" is amended to
       insert the following definition:

       "Hedging Agreements" shall mean interest rate swap, cap or collar
       agreements, interest rate future contracts, option contracts (or similar
       agreements or arrangements designed to protect against fluctuation in
       interest rates) entered into by Borrower and Lender, or an affiliate of
       Lender with respect to the Loan Agreement.

       The definitions of "Commitment Termination Date," "LC Commitment,"
       "Maturity Date" and "Revolving Commitment" are deleted and the following
       are inserted in lieu thereof:

       "Commitment Termination Date" shall mean June 30, 2003.

       "LC Commitment" shall mean that portion of the Revolving Commitment that
       may be used by the Borrower for the issuance of Letters of Credit in an
       aggregate face amount not to exceed $20,000,000.


<PAGE>


       "Maturity Date" shall mean June 30, 2003.
       "Revolving Commitment" shall mean the obligation of the Lender to make
       Revolving Loans to the Borrower in an aggregate principal amount not
       exceeding the lesser of (a) $20,000,000 or (b) an amount equal to the
       Borrowing Base.

2.     Section 8.1 of the Loan Agreement concerning "Events of Default" is
       amended by adding the following subsection (p) as an additional Event of
       Default:

       (p)     A default exists and is continuing under any Hedging Agreements,
               subject  to any cure or grace periods therein.

3.     Section 1 of the Security Agreement is amended so that the reference to
       the principal amount of Indebtedness is $20,000,000 in lieu of
       $15,000,000 and by adding the following subsection (d) thereto as
       follows, and thereby adding the following as a part of the
       "Indebtedness" defined therein:

       (d)     any Hedging Agreements as such term is described and defined in
               the Loan Agreement.

4.     The Note is amended to delete all references therein to Fifteen Million
       Dollars ($15,000,000) and Twenty Million Dollars ($20,000,000) is
       inserted in lieu thereof.

5.     Except as specifically set forth herein, no other amendment or
       modification is hereby made to the Loan Agreement, the Note, the
       Security Agreement or any other document or instrument executed and
       delivered in connection with the Loan Agreement.  Borrower and Lender
       agree that all documents and instruments presently securing the Note and
       the Loan Agreement shall not be otherwise amended, modified, terminated
       or released by the execution hereof.

6.     This Amendment shall be governed by and construed in accordance with the
       laws of the State of Tennessee.

7.     Terms not defined herein shall have the meanings ascribed to such terms
       in the Loan Agreement and the Security Agreement.

                                      2


<PAGE>

                            CONSENT OF GUARANTORS
                            ---------------------

       The undersigned each a Guarantor, as defined in the Loan Agreement,
hereby execute this First Amendment to Loan Agreement, Revolving Credit Note
and Security Agreement to evidence their consent thereto, as well as the
transactions contemplated thereby, and agree that the Obligations (as defined
in the respective Guarantee Agreements) shall include the "Hedging Agreements"
as set forth above and the increase of the principal amount of the Loan
Agreement and the Note.

                                            P.A.M. TRANSPORTATION SERVICES, INC.

                                            By: /s/ Larry J. Goddard
                                                ------------------------------
                Date: May 1, 2001
                                            Title: Vice President Finance
                                                   ---------------------------

                                            P.A.M. DEDICATED SERVICES, INC.

                                            By: /s/ Larry J. Goddard
                                                ------------------------------
                Date: May 1, 2001
                                            Title: Vice President Finance
                                                   ---------------------------

                                            CHOCTAW EXPRESS, INC.

                                            By: /s/ Larry J. Goddard
                                                ------------------------------
                Date: May 1, 2001
                                            Title: Vice President Finance
                                                   ---------------------------

                                            ALLEN FREIGHT SERVICES, INC.

                                            By: /s/ Larry J. Goddard
                                                ------------------------------
                Date: May 1, 2001
                                            Title: Vice President Finance
                                                   ---------------------------

                                            DECKER TRANSPORT, INC.

                                            /s/ Larry J. Goddard
                                            ----------------------------------
                Date: May 1, 2001
                                            Title: Vice President Finance
                                                   ---------------------------

                                            T.T.X, INC.

                                            /s/ Larry J. Goddard
                                            ----------------------------------
                Date: May 1, 2001
                                            Title: Vice President Finance
                                                   ---------------------------

                                      3



<PAGE>

       IN WITNESS WHEREOF, the undersigned by and through their duly authorized
officers execute this First Amendment to Loan Agreement, Revolving Credit Note
and Security Agreement as of the day and date first set forth above.

                                            SUNTRUST BANK

                                            By:  /s/
                                                 -----------------------------

                                            Title: F.V.P.
                                                   ---------------------------


                                            P.A.M. TRANSPORT, INC.

                                            By: /s/ Larry J. Goddard
                                                ------------------------------

                                            Title: Vice President Finance
                                                   ---------------------------

                                      4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1.1
<SEQUENCE>7
<FILENAME>dex1011.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>


                                                                Exhibit 10.1.1


                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT made effective as of the First day of July, 2002 by and
between P.A.M. TRANSPORTATION SERVICES, INC., a Delaware corporation
(hereinafter referred to as "P.A.M. or "COMPANY") and Robert W. Weaver
(hereinafter referred to as "EMPLOYEE").


                                    RECITALS:

         The following is a recital of facts underlying this Agreement and it
replaces, survives and eliminates all prior agreements and is a continuation of
employment.

         P.A.M. is a holding company which owns various subsidiary corporations
which operate as motor common carriers and desires to encourage EMPLOYEE to use
his best efforts to further develop such business. Hereinafter, P.A.M. and its
subsidiaries (whether or not now existing) shall be referred to collectively as
"COMPANY".

         EMPLOYEE is the President and Chief Executive Officer of P.A.M. and
desires to continue to perform employment services as an employee and fiduciary
of P.A.M.

         NOW, THEREFORE, in consideration of the mutual covenants and agreement
of the parties set forth herein, the parties hereto hereby agree as follows:

         1. EMPLOYMENT OF EMPLOYEE. P.A.M. hereby continues to employ EMPLOYEE
            ----------------------
and EMPLOYEE hereby continues in the same employment of P.A.M. for the business
conducted by COMPANY for a term commencing on July 1, 2002 and ending at the
close of business on June 30, 2005. If EMPLOYEE is terminated due to medical
disability, EMPLOYEE'S compensation shall be continued for twelve (12) months
thereafter from the determination of disability.

         2. DUTIES OF EMPLOYEE. EMPLOYEE shall make himself available to serve
            ------------------
as President/ CEO of P.A.M. and, at the request of the Board of Directors, as an
officer of its various subsidiaries, with such specific duties, responsibilities
and authority as may from time to time be assigned to him by the Board of
Directors of P.A.M. which may include, but shall not necessarily be limited to,
overall responsibility for operation of the business of COMPANY in a manner
which will maximize COMPANY'S profits. EMPLOYEE shall devote all of his time,
attention, knowledge and skills solely to the business of COMPANY and EMPLOYEE
shall obey and comply with all rules, regulations and orders issued from time to
time by the P.A.M. Board of Directors. COMPANY shall be entitled to all of the
benefits, profits, or other issues arising from or incident to all work,
services, and advise of EMPLOYEE. EMPLOYEE shall thus devote his full attention
to the operation of the COMPANY and shall not be engaged in any other business
or operation that in any way would inhibit EMPLOYEE from devoting his full
attention to the operation of the company, EMPLOYEE shall be allowed to pursue
other business interests unrelated to the transportation industry as long as the
EMPLOYEE'S participation in the unrelated business does not inhibit the
EMPLOYEE'S ability to devote his full attention to the operation of the COMPANY.

         3. BASE COMPENSATION AND BONUS. P.A.M. shall pay EMPLOYEE as base
            ---------------------------
compensation for all services to be rendered by EMPLOYEE compensation of
$415,000 Thousand Dollars for the period 1 Jul. 2002 through 30 Jun. 2003,
$430,000 Thousand Dollars for the period 1 July 2003 through 30 Jun. 2004 and
$445,000 for the period 1 Jul. 2004 through 30 Jun. 2005. Each base
compensation amount is respective and specific to the time period of which the
EMPLOYEE'S service



<PAGE>


is rendered. Each amount of base compensation for the expressly mentioned time
periods is payable in equal bi-weekly payments. Any increase of EMPLOYEE'S base
compensation shall be at the sole discretion of the Board of Directors of P.A.M.
P.A.M. shall also provide EMPLOYEE with the use of a COMPANY car, as approved by
the P.A.M. Board of Directors, with full reimbursements to EMPLOYEE for business
use upon the submission to COMPANY of proper documentation and shall be entitled
to the fringe benefit package available to executive employees of P.A.M.
EMPLOYEE shall be entitled to all bonuses or bonus programs of which he
participated in prior to entering into this agreement. All future and additional
forms and amounts of bonus compensation shall be determined at the full
discretion of P.A.M. Board of Directors.

         4. CONFIDENTIALITY. EMPLOYEE shall not at any time or in any manner,
            ---------------
directly or indirectly, divulge, disclose or communicate to any firm, person,
corporation or entity, in any manner whatsoever, any information concerning or
relating to the business of COMPANY, including without limitation, COMPANY'S
customer list, or the methods used by COMPANY in conducting business or any
matter relating to the business of COMPANY, including without limitation, the
prices it obtains or has obtained from the sale of its service, its manner of
operation, its plans, processes or other data, without regard to whether all of
the foregoing matters will be deemed confidential, material or important.
Anything to the contrary notwithstanding, the parties hereto stipulate that any
and all knowledge, data and information gathered by EMPLOYEE through this
Agreement, his employment with P.A.M. and the operation of the business of
COMPANY is deemed important, material and confidential, and gravely affects the
effective and successful conduct of the business of COMPANY and COMPANY'S good
will and that any breach of the terms of this Paragraph 4 shall be deemed a
material breach of this Agreement. This Paragraph 4 shall continue in full force
and effect for the lesser of the three (3) years after the termination or
earlier cancellation of this Agreement or the longest period of time found to be
enforceable by a court of competent jurisdiction and venue as defined herein. In
recognition of the difficulty of determining damages for violation of this
covenant, COMPANY shall be entitled to injunctive relief for the violation
available to it at law, in equity, or under this Agreement (without the
necessity of posting a bond). All reasonable costs of any nature whatsoever
incurred by COMPANY in attempting to enforce this Paragraph 4, including without
limitation, attorneys fees, shall be paid by EMPLOYEE, provided that COMPANY
shall prevail in such proceedings or litigation. If EMPLOYEE shall prevail in
such proceedings or litigations, then COMPANY shall pay all reasonable costs of
any nature whatsoever incurred by EMPLOYEE in defending the proceeding or
litigation, including without limitation, attorneys fees. Any such attorneys
fees shall be calculated on a time and charge basis. If any provision hereunder
shall be determined to be contrary to law, the remainder of this provision shall
constitute the agreement between the parties. This Paragraph shall not be deemed
to prevent EMPLOYEE from making such public disclosures as a person in his
position is required to do from time to time.

         5. RESTRICTION ON COMPETITION. As a material part of the consideration
            --------------------------
of this Agreement, EMPLOYEE agrees not to compete with COMPANY during his
employment and for one (1) year period following the period of EMPLOYEE'S
employment with COMPANY in the geographic and marketing areas serviced and to be
serviced by COMPANY. EMPLOYEE shall not directly or indirectly, own, manage,
operate, or be connected as an officer, employee, partner, director,
shareholder, adviser or, financially or otherwise, with anyone else in the
conduct of any business or businesses which compete with any business conducted
by the COMPANY. This covenant is restricted geographically to (i) the United
States, or if found to be unenforceable by a final, unappealable order of a
court of competent jurisdiction and venue as defined herein (hereinafter
referred to as "Unenforceable"), (ii) the states in which COMPANY owns or leases
and/or uses and/or has plans for using a business facility at any time during
the term of EMPLOYEE'S employment of if Unenforceable, (iii) within a one
hundred (100) mile radius of such facilities or if Unenforceable, (iv) the
largest geographic area such court will allow. This covenant also includes all
customers of COMPANY regardless of their geographic location. In recognition of
the

<PAGE>


difficulty of determining damages for violation of this covenant, COMPANY shall
be entitled to injunctive relief for the violation hereof, in addition to such
other relief as may be available to it at law, in equity, or under this
Agreement (without the necessity of posting a bond). All reasonable costs of any
nature whatsoever incurred by COMPANY in attempting to enforce this Paragraph 4,
including without limitation, attorneys fees, shall be paid by EMPLOYEE,
provided that COMPANY shall prevail in such proceedings or litigation. If
EMPLOYEE shall prevail in such proceedings or litigations, then COMPANY shall
pay all reasonable costs of any nature whatsoever incurred by EMPLOYEE in
defending the proceedings or litigation, including without limitation, attorneys
fees. Any such attorneys fees shall be calculated on a time and charges basis.
If any provision hereunder shall be deemed to be contrary to law, the remainder
of this provision shall constitute the agreement between the parties. Anything
to the contrary, notwithstanding, this Paragraph 5 shall survive the termination
or earlier cancellation of this Agreement. EMPLOYEE can own up to five (5%)
percent of the stock of publicly traded transportation companies as a passive
investor but shall take no part in the management or direction of such
companies. Additionally, EMPLOYEE shall be paid seventy-five (75%) percent of
base salary paid quarterly, following the termination of his service under this
Agreement and ceasing in (1) one year from that date or sooner if EMPLOYEE
secures a position with another firm or institution or is retained as a
consultant by the COMPANY.

         6. REMEDIES UPON DEFAULT.
            ---------------------

         6.1 DEFAULT BY EMPLOYEE. EMPLOYEE acknowledges that his loyal, faithful
             -------------------
and effective performance of the employment provided for herein, is of vital
importance to the success of the COMPANY, and that EMPLOYEE'S commitment to
perform for the entire term of this Agreement is an essential inducement to and
condition of COMPANY'S employment of EMPLOYEE, and that premature termination,
abandonment or failure of performance by EMPLOYEE would in all probability
result in substantial damages to the COMPANY, and that EMPLOYEE possesses
peculiar knowledge and expertise important to the success of the COMPANY.
Accordingly, EMPLOYEE expressly warrants and represents to and covenants with
COMPANY that EMPLOYEE shall not voluntarily terminate his employment with
COMPANY or otherwise abandon the full and faithful performance of his duties of
employment prior to the expiration of the term of this Agreement. In the event
that EMPLOYEE shall breach any covenant set forth in this Paragraph 6.1, COMPANY
shall have the right to pursue and enforce any remedies available to COMPANY by
law, at equity or pursuant to this Agreement, including without limitation,
specific performance as a result of such breach. COMPANY may commence a lawsuit
for enforcement of its rights hereunder seeking damages without waiving any
other rights it may possess.

         6.2 DEFAULT BY COMPANY. In the event COMPANY shall terminate the
             ------------------
employment of EMPLOYEE prior to the expiration of the term of this Agreement for
reasons other than good cause, COMPANY'S liability to employee shall be limited
to an amount equal to one-hundred (100%) percent of EMPLOYEE'S compensation as
set forth in paragraph 3 herein for the remainder of the contract term in
complete discharge of any further obligations COMPANY may have to EMPLOYEE by
law, in equity or under this Agreement. If such termination is for good cause,
COMPANY shall pay to EMPLOYEE an amount equal to one month of EMPLOYEE'S annual
compensation and shall not be liable to EMPLOYEE for any further damages or
severance compensation whatsoever. COMPANY shall be deemed to have terminated
EMPLOYEE without good cause if COMPANY conditions EMPLOYEE'S further employment
upon changing his residence from northwest Arkansas.

         7. EXCLUSIVE CONSULTING CONTRACT. Upon termination of EMPLOYEE'S
            -----------------------------
employment with COMPANY for any reason whatsoever, COMPANY shall have the right,
at its option, to retain EMPLOYEE as an independent consultant under an
exclusive consulting contract, for the performance by EMPLOYEE of such duties as
may be reasonably assigned by the Board of Directors of P.A.M. consistent with
the position of an independent consultant, and EMPLOYEE shall be bound by the
restrictions on competition set forth in Paragraphs 4 and 5 hereof. EMPLOYEE
shall be entitled to full compensation for his services under such consulting
contract to an annual fee equal to seventy-five (75%) percent of his average
total annual compensation hereunder, averaged over the term of his employment
with COMPANY from 1 Jul. 2002 and through 30 Jun. 2005 , payable in equal
monthly payments. The specific terms

<PAGE>


regarding the actual services to be performed, length of service and other
contractual terms not set forth in this paragraph, shall be mutually agreeable
to the EMPLOYEE and the COMPANY.

         8. OPTION TO EXTEND. COMPANY shall have the right to extend this
            ----------------
Agreement for an additional one (1) year beyond termination of this Agreement.
The EMPLOYEE'S annual salary for the one-year option period shall be $460,000
payable in equal bi-weekly payments. COMPANY may elect to exercise this
extension right at any time prior to

         9. MISCELLANEOUS.
            -------------

         9.1 NON-WAIVER. No covenant or condition of this Agreement may be
             ----------
waived except by the written consent of the COMPANY. Forbearance or indulgence
by COMPANY in any regard whatsoever shall not constitute a waiver of the
covenants or conditions to be performed by EMPLOYEE to which the same may apply,
and, until complete performance by EMPLOYEE of said covenant or condition,
COMPANY shall be entitled to invoke any remedy available to COMPANY under this
Agreement or by law or in equity, despite said forbearance or indulgence.

         9.2 MODIFICATION OF AGREEMENT. This instrument constitutes the entire
             -------------------------
agreement between P.A.M. and EMPLOYEE and no modification, extension, waiver,
renewal or termination of the Agreement or any of the provisions hereof may be
binding upon either party unless made in writing and signed by each of the
parties. No modification of this Agreement may be signed by COMPANY, except upon
approval by the P.A.M. Board of Directors.

         9.3 NOTICES. Service of all notices under this Agreement shall be
             -------
sufficient if given personally or mailed by certified mail, return receipt
requested, with postage prepaid, addressed to the party involved at the address
set forth below or at such other address as such party shall provide in writing
from time to time. Any notice mailed to such address shall be effective when
deposited in the United States mail.

         COMPANY:   Matthew Moroun                 Daniel Sullivan
                    12225 Stephens Road    and     Sullivan & Hincks, Ltd.
                    Warren, MI  48089              122 West 22nd Street
                                                   Suite 350
                                                   Oak Brook, IL  60521

         EMPLOYEE: Robert W. Weaver
                   2830 N. Stagecoach
                   Fayetteville, AR  72703



         9.4 PARAGRAPH HEADINGS. The titles to the paragraphs of this Agreement
             ------------------
are for convenience of the parties only and shall not affect in any way the
meaning or construction of any Paragraph of this Agreement.



<PAGE>


         9.5 SEVERABILITY. All agreements, terms and covenants contained herein
             ------------
are severable and in the event any of them, with the exception of those
contained in Paragraph I, shall be held to be invalid by a court of competent
jurisdiction and venue as defined herein, this Agreement shall be interpreted as
if such invalid agreements, terms or covenants were not contained herein unless
within thirty (30) days of the issuance of a final and unappealable Order of a
Court of competent jurisdiction and venue, COMPANY shall have tendered to
EMPLOYEE in the manner provided for notices hereunder, its election to cancel
this Agreement.

         9.6 SUCCESSORS. This agreement shall be binding on any successor to the
             ----------
COMPANY and shall also remain binding on EMPLOYEE in the event the COMPANY is
acquired, merged, consolidated or a change in control occurs.

         9.7 TIME OF THE ESSENCE. Time is to be deemed of the essence of this
             -------------------
Agreement and each and all of its provisions.

         9.8 CONSTRUCTION. This Agreement shall be construed according to the
             ------------
laws of the State of Delaware and exclusive jurisdiction and venue shall be
deemed to lie within the Circuit or Chancery Courts of Washington County,
Arkansas.

         10. BINDING EFFECTS. This Agreement shall, upon approval of the Board
             ---------------
of Directors of P.A.M. by corporate resolution, be binding upon the parties
hereto, their successors, assigns, heirs, estates or legal representatives and
shall ensure to the benefit of COMPANY and its successors and assigns. Each
subsidiary of P.A.M., of whether presently existing, shall be a third party
beneficiary of this Agreement. This Agreement contains the entire consideration
to EMPLOYEE during the tenure of this contract and supercedes all previous
agreements.

         IN WITNESS WHEREOF, the parties hereto have hereunto caused this
Agreement to be executed and delivered as of the date first above written.

P.A.M. TRANSPORTATION SERVICES, INC.,          EMPLOYEE
a Delaware corporation

<TABLE>
<S>  <C>                  <C>                  <C>                    <C>

BY: /s/ Larry J. Goddard  February 26, 2002    /s/ Robert W. Weaver   February 26, 2002
    --------------------  -----------------    --------------------   -----------------
    Larry J. Goddard           Date            Robert W. Weaver             Date
    Vice President-Finance
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>8
<FILENAME>dex102.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

                              EMPLOYMENT AGREEMENT
                              --------------------

         THIS AGREEMENT made effective as of the First day of January, 2002 by
and between P.A.M. TRANSPORTATION SERVICES, INC., a Delaware corporation
(hereinafter referred to as "P.A.M. or "COMPANY") and Clif Lawson (hereinafter
referred to as "EMPLOYEE").


                                    RECITALS:

         The following is a recital of facts underlying this Agreement and it
replaces, survives and eliminates all prior agreements and is a continuation of
employment.

         P.A.M. is a holding company which owns various subsidiary corporations
which operate as motor common carriers and desires to encourage EMPLOYEE to use
his best efforts to further develop such business. Hereinafter, P.A.M. and its
subsidiaries (whether or not now existing) shall be referred to collectively as
"COMPANY".

         EMPLOYEE is the Executive Vice President and Chief Operating Officer of
P.A.M. and desires to continue to perform employment services as an employee and
fiduciary of P.A.M.

         NOW, THEREFORE, in consideration of the mutual covenants and agreement
of the parties set forth herein, the parties hereto hereby agree as follows:


         1.   EMPLOYMENT OF EMPLOYEE. P.A.M. hereby continues to employ EMPLOYEE
              ----------------------
and EMPLOYEE hereby continues in the same employment of P.A.M. for the business
conducted by COMPANY for a term commencing on 1 January 2002 and ending at the
close of business on June 30, 2004. If EMPLOYEE is terminated due to medical
disability, EMPLOYEE'S compensation shall be continued for twelve (12) months
thereafter from the determination of disability.


         2.   DUTIES OF EMPLOYEE. EMPLOYEE shall make himself available to serve
              ------------------
as of P.A.M. and, at the request of the Board of Directors, as an officer of its
various subsidiaries, with such specific duties, responsibilities and authority
as may from time to time be assigned to him by the Board of Directors of P.A.M.
which may include, but shall not necessarily be limited to, overall
responsibility for operation of the business of COMPANY in a manner which will
maximize COMPANY'S profits. EMPLOYEE shall devote all of his time, attention,
knowledge and skills solely to the business of COMPANY and EMPLOYEE shall obey
and comply with all rules, regulations and orders issued from time to time by
the P.A.M. Board of Directors. COMPANY shall be entitled to all of the benefits,
profits, or other issues arising from or incident to all work, services, and
advise of EMPLOYEE. EMPLOYEE shall thus devote his full attention to the
operation of the COMPANY and shall not be engaged in any other business or
operation that in any way would inhibit EMPLOYEE from devoting his full
attention to the operation of the company, EMPLOYEE shall be allowed to pursue
other business interests unrelated to the transportation industry as long as the
EMPLOYEE'S participation in the unrelated business does not inhibit the
EMPLOYEE'S ability to devote his full attention to the operation of the COMPANY.


         3.   BASE COMPENSATION AND BONUS. P.A.M. shall pay EMPLOYEE as base
              ---------------------------
compensation for all services to be rendered by EMPLOYEE compensation of
$214,000 Thousand Dollars for the period 1 Jan. 2002 through 30 Jun. 2002,
$224,000 Thousand Dollars for the period 1 Jul. 2002 through 30 Jun. 2003 and $
234,000 for the period 1 Jul. 2003 through 30 Jun. 2004. Each base compensation
amount is respective and specific to the time period of which the EMPOYEE'S
service

<PAGE>

is rendered. Each amount of base compensation for the expressly mentioned time
periods is payable in equal bi-weekly payments. Any increase of EMPLOYEE'S base
compensation shall be at the sole discretion of the Board of Directors of P.A.M.
P.A.M. shall also provide EMPLOYEE with the use of a COMPANY car, as approved by
the P.A.M. Board of Directors, with full reimbursements to EMPLOYEE for business
use upon the submission to COMPANY of proper documentation and shall be entitled
to the fringe benefit package available to executive employees of P.A.M.
EMPLOYEE shall be entitled to all bonuses or bonus programs of which he
participated in prior to entering into this agreement. All future and additional
forms and amounts of bonus compensation shall be determined at the full
discretion of P.A.M. Board of Directors.

         4.   CONFIDENTIALITY. EMPLOYEE shall not at any time or in any manner,
              ---------------
directly or indirectly, divulge, disclose or communicate to any firm, person,
corporation or entity, in any manner whatsoever, any information concerning or
relating to the business of COMPANY, including without limitation, COMPANY'S
customer list, or the methods used by COMPANY in conducting business or any
matter relating to the business of COMPANY, including without limitation, the
prices it obtains or has obtained from the sale of its service, its manner of
operation, its plans, processes or other data, without regard to whether all of
the foregoing matters will be deemed confidential, material or important.
Anything to the contrary notwithstanding, the parties hereto stipulate that any
and all knowledge, data and information gathered by EMPLOYEE through this
Agreement, his employment with P.A.M. and the operation of the business of
COMPANY is deemed important, material and confidential, and gravely affects the
effective and successful conduct of the business of COMPANY and COMPANY'S good
will and that any breach of the terms of this Paragraph 4 shall be deemed a
material breach of this Agreement. This Paragraph 4 shall continue in full force
and effect for the lesser of the three (3) years after the termination or
earlier cancellation of this Agreement or the longest period of time found to be
enforceable by a court of competent jurisdiction and venue as defined herein. In
recognition of the difficulty of determining damages for violation of this
covenant, COMPANY shall be entitled to injunctive relief for the violation
available to it at law, in equity, or under this Agreement (without the
necessity of posting a bond). All reasonable costs of any nature whatsoever
incurred by COMPANY in attempting to enforce this Paragraph 4, including without
limitation, attorneys fees, shall be paid by EMPLOYEE, provided that COMPANY
shall prevail in such proceedings or litigation. If EMPLOYEE shall prevail in
such proceedings or litigations, then COMPANY shall pay all reasonable costs of
any nature whatsoever incurred by EMPLOYEE in defending the proceeding or
litigation, including without limitation, attorneys fees. Any such attorneys
fees shall be calculated on a time and charge basis. If any provision hereunder
shall be determined to be contrary to law, the remainder of this provision shall
constitute the agreement between the parties. This Paragraph shall not be deemed
to prevent EMPLOYEE from making such public disclosures as a person in his
position is required to do from time to time.

         5.   RESTRICTION ON COMPETITION. As a material part of the
              --------------------------
consideration of this Agreement, EMPLOYEE agrees not to compete with COMPANY
during his employment and for one (1) year period following the period of
EMPLOYEE'S employment with COMPANY in the geographic and marketing areas
serviced and to be serviced by COMPANY. EMPLOYEE shall not directly or
indirectly, own, manage, operate, or be connected as an officer, employee,
partner, director, shareholder, adviser or, financially or otherwise, with
anyone else in the conduct of any business or businesses which compete with any
business conducted by the COMPANY. This covenant is restricted geographically to
(i) the United States, or if found to be unenforceable by a final, unappealable
order of a court of competent jurisdiction and venue as defined herein
(hereinafter referred to as "Unenforceable"), (ii) the states in which COMPANY
owns or leases and/or uses and/or has plans for using a business facility at any
time during the term of EMPLOYEE'S employment of if Unenforceable, (iii) within
a one hundred (100) mile radius of such facilities or if Unenforceable, (iv) the
largest geographic area such court will allow. This covenant also includes all
customers of COMPANY regardless of their geographic location. In recognition of
the

<PAGE>

Employment Agreement

difficulty of determining damages for violation of this covenant, COMPANY shall
be entitled to injunctive relief for the violation hereof, in addition to such
other relief as may be available to it at law, in equity, or under this
Agreement (without the necessity of posting a bond). All reasonable costs of any
nature whatsoever incurred by COMPANY in attempting to enforce this Paragraph 4,
including without limitation, attorneys fees, shall be paid by EMPLOYEE,
provided that COMPANY shall prevail in such proceedings or litigation. If
EMPLOYEE shall prevail in such proceedings or litigations, then COMPANY shall
pay all reasonable costs of any nature whatsoever incurred by EMPLOYEE in
defending the proceedings or litigation, including without limitation, attorneys
fees. Any such attorneys fees shall be calculated on a time and charges basis.
If any provision hereunder shall be deemed to be contrary to law, the remainder
of this provision shall constitute the agreement between the parties. Anything
to the contrary, notwithstanding, this Paragraph 5 shall survive the termination
or earlier cancellation of this Agreement. EMPLOYEE can own up to five (5%)
percent of the stock of publicly traded transportation companies as a passive
investor but shall take no part in the management or direction of such
companies. Additionally, EMPLOYEE shall be paid seventy-five (75%) percent of
base salary paid quarterly, following the termination of his service under this
Agreement and ceasing in (1) one year from that date or sooner if EMPLOYEE
secures a position with another firm or institution or is retained as a
consultant by the COMPANY.

         6.   REMEDIES UPON DEFAULT.
              ---------------------

         6.1  DEFAULT BY EMPLOYEE. EMPLOYEE acknowledges that his loyal,
              -------------------
faithful and effective performance of the employment provided for herein, is of
vital importance to the success of the COMPANY, and that EMPLOYEE'S commitment
to perform for the entire term of this Agreement is an essential inducement to
and condition of COMPANY'S employment of EMPLOYEE, and that premature
termination, abandonment or failure of performance by EMPLOYEE would in all
probability result in substantial damages to the COMPANY, and that EMPLOYEE
possesses peculiar knowledge and expertise important to the success of the
COMPANY. Accordingly, EMPLOYEE expressly warrants and represents to and
covenants with COMPANY that EMPLOYEE shall not voluntarily terminate his
employment with COMPANY or otherwise abandon the full and faithful performance
of his duties of employment prior to the expiration of the term of this
Agreement. In the event that EMPLOYEE shall breach any covenant set forth in
this Paragraph 6.1, COMPANY shall have the right to pursue and enforce any
remedies available to COMPANY by law, at equity or pursuant to this Agreement,
including without limitation, specific performance as a result of such breach.
COMPANY may commence a lawsuit for enforcement of its rights hereunder seeking
damages without waiving any other rights it may possess.

         6.2  DEFAULT BY COMPANY. In the event COMPANY shall terminate the
              ------------------
employment of EMPLOYEE prior to the expiration of the term of this Agreement for
reasons other than good cause, COMPANY'S liability to employee shall be limited
to an amount equal to one-hundred (100%) percent of EMPLOYEE'S compensation as
set forth in paragraph 3 herein for the remainder of the contract term in
complete discharge of any further obligations COMPANY may have to EMPLOYEE by
law, in equity or under this Agreement. If such termination is for good cause,
COMPANY shall pay to EMPLOYEE an amount equal to one month of EMPLOYEE'S annual
compensation and shall not be liable to EMPLOYEE for any further damages or
severance compensation whatsoever. COMPANY shall be deemed to have terminated
EMPLOYEE without good cause if COMPANY conditions EMPLOYEE'S further employment
upon changing his residence from northwest Arkansas.

         7.   EXCLUSIVE CONSULTING CONTRACT. Upon termination of EMPLOYEE'S
              -----------------------------
employment with COMPANY for any reason whatsoever, COMPANY shall have the right,
at its option, to retain EMPLOYEE as an independent consultant under an
exclusive consulting contract, for the performance by EMPLOYEE of such duties as
may be reasonably assigned by the Board of Directors of P.A.M. consistent with
the position of an independent consultant, and EMPLOYEE shall be bound by the
restrictions on competition set forth in Paragraphs 4 and 5 hereof. EMPLOYEE
shall be entitled to full compensation for his services under such consulting
contract to an annual fee equal to seventy-five (75%) percent of his average
total annual compensation hereunder, averaged over the term of his employment
with COMPANY from 1 Jan. 2002 and through 30 Jun. 2004, payable in equal
monthly payments. The specific terms


<PAGE>

regarding the actual services to be performed, length of service and other
contractual terms not set forth in this paragraph, shall be mutually agreeable
to the EMPLOYEE and the COMPANY.

         8.   OPTION TO EXTEND. COMPANY shall have the right to extend this
              ----------------
Agreement for an additional one (1) year beyond termination of this Agreement.
The EMPLOYEE'S annual salary for the one-year option period shall be $244,000
payable in equal bi-weekly payments. COMPANY may elect to exercise this
extension right at any time prior to

         9.   MISCELLANEOUS.
              -------------

         9.1  NON-WAIVER. No covenant or condition of this Agreement may be
              ----------
waived except by the written consent of the COMPANY. Forbearance or indulgence
by COMPANY in any regard whatsoever shall not constitute a waiver of the
covenants or conditions to be performed by EMPLOYEE to which the same may apply,
and, until complete performance by EMPLOYEE of said covenant or condition,
COMPANY shall be entitled to invoke any remedy available to COMPANY under this
Agreement or by law or in equity, despite said forbearance or indulgence.

         9.2  MODIFICATION OF AGREEMENT. This instrument constitutes the entire
              -------------------------
agreement between P.A.M. and EMPLOYEE and no modification, extension, waiver,
renewal or termination of the Agreement or any of the provisions hereof may be
binding upon either party unless made in writing and signed by each of the
parties. No modification of this Agreement may be signed by COMPANY, except upon
approval by the P.A.M. Board of Directors.

         9.3  NOTICES. Service of all notices under this Agreement shall be
              -------
sufficient if given personally or mailed by certified mail, return receipt
requested, with postage prepaid, addressed to the party involved at the address
set forth below or at such other address as such party shall provide in writing
from time to time. Any notice mailed to such address shall be effective when
deposited in the United States mail.


         COMPANY:  P.A.M. Transportation Services, Inc.     Robert W. Weaver
                   P.O. Box 188                         and P.O. Box 188
                   Tontitown, AR  72770                     Tontitown, AR  72770



         EMPLOYEE: Clif Lawson
                   971 Arlington Terrace
                   Fayetteville, AR  72701


         9.4  PARAGRAPH HEADINGS.  The titles to the paragraphs of this
              --------------------
Agreement are for convenience of the parties only and shall not affect in any
way the meaning or construction of any Paragraph of this Agreement.







<PAGE>

         9.5  SEVERABILITY. All agreements, terms and covenants contained herein
              ------------
are severable and in the event any of them, with the exception of those
contained in Paragraph I, shall be held to be invalid by a court of competent
jurisdiction and venue as defined herein, this Agreement shall be interpreted as
if such invalid agreements, terms or covenants were not contained herein unless
within thirty (30) days of the issuance of a final and unappealable Order of a
Court of competent jurisdiction and venue, COMPANY shall have tendered to
EMPLOYEE in the manner provided for notices hereunder, its election to cancel
this Agreement.

         9.6  SUCCESSORS. This agreement shall be binding on any successor to
              ----------
the COMPANY and shall also remain binding on EMPLOYEE in the event the COMPANY
is acquired, merged, consolidated or a change in control occurs.

         9.7  TIME OF THE ESSENCE. Time is to be deemed of the essence of this
              -------------------
Agreement and each and all of its provisions.

         9.8  CONSTRUCTION. This Agreement shall be construed according to the
              ------------
laws of the State of Delaware and exclusive jurisdiction and venue shall be
deemed to lie within the Circuit or Chancery Courts of Washington County,
Arkansas.

         10.  BINDING EFFECTS. This Agreement shall, upon approval of the Board
              ---------------
of Directors of P.A.M. by corporate resolution, be binding upon the parties
hereto, their successors, assigns, heirs, estates or legal representatives and
shall ensure to the benefit of COMPANY and its successors and assigns. Each
subsidiary of P.A.M., of whether presently existing, shall be a third party
beneficiary of this Agreement. This Agreement contains the entire consideration
to EMPLOYEE during the tenure of this contract and supercedes all previous
agreements.

         IN WITNESS WHEREOF, the parties hereto have hereunto caused this
Agreement to be executed and delivered as of the date first above written.


<TABLE>
<CAPTION>
P.A.M. TRANSPORTATION SERVICES, INC.,                          EMPLOYEE
a Delaware corporation
<S>                                 <C>              <C>                               <C>
BY: /s/ Larry J. Goddard             2/26/02         /s/ Clif Lawson                    2/26/02
    ----------------------         ----------       ---------------------------       ---------
    Vice President -- Finance          Date                                              Date
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>9
<FILENAME>dex103.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.3

                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS AGREEMENT made effective as of the First day of January, 2002 by and
between P.A.M. TRANSPORTATION SERVICES, INC., a Delaware corporation
(hereinafter referred to as "P.A.M. or "COMPANY") and Larry J. Goddard
(hereinafter referred to as "EMPLOYEE").


                                    RECITALS:

     The following is a recital of facts underlying this Agreement and it
replaces, survives and eliminates all prior agreements and is a continuation of
employment.

     P.A.M. is a holding company which owns various subsidiary corporations
which operate as motor common carriers and desires to encourage EMPLOYEE to use
his best efforts to further develop such business. Hereinafter, P.A.M. and its
subsidiaries (whether or not now existing) shall be referred to collectively as
"COMPANY".

     EMPLOYEE is the Chief Financial Officer and Secretary/Treasurer of P.A.M.
and desires to continue to perform employment services as an employee and
fiduciary of P.A.M.

     NOW, THEREFORE, in consideration of the mutual covenants and agreement of
the parties set forth herein, the parties hereto hereby agree as follows:

     1.   EMPLOYMENT OF EMPLOYEE. P.A.M. hereby continues to employ EMPLOYEE
          ----------------------
and EMPLOYEE hereby continues in the same employment of P.A.M. for the business
conducted by COMPANY for a term commencing on 1 January 2002 and ending at the
close of business on December 31, 2004. If EMPLOYEE is terminated due to medical
disability, EMPLOYEE'S compensation shall be continued for twelve (12) months
thereafter from the determination of disability.

     2.   DUTIES OF EMPLOYEE. EMPLOYEE shall make himself available to serve as
          ------------------
of P.A.M. and, at the request of the Board of Directors, as an officer of its
various subsidiaries, with such specific duties, responsibilities and authority
as may from time to time be assigned to him by the Board of Directors of P.A.M.
which may include, but shall not necessarily be limited to, overall
responsibility for operation of the business of COMPANY in a manner which will
maximize COMPANY'S profits. EMPLOYEE shall devote all of his time, attention,
knowledge and skills solely to the business of COMPANY and EMPLOYEE shall obey
and comply with all rules, regulations and orders issued from time to time by
the P.A.M. Board of Directors. COMPANY shall be entitled to all of the benefits,
profits, or other issues arising from or incident to all work, services, and
advise of EMPLOYEE. EMPLOYEE shall thus devote his full attention to the
operation of the COMPANY and shall not be engaged in any other business or
operation that in any way would inhibit EMPLOYEE from devoting his full
attention to the operation of the company, EMPLOYEE shall be allowed to pursue
other business interests unrelated to the transportation industry as long as the
EMPLOYEE'S participation in the unrelated business does not inhibit the
EMPLOYEE'S ability to devote his full attention to the operation of the COMPANY.

     3.   BASE COMPENSATION AND BONUS. P.A.M. shall pay EMPLOYEE as base
          ---------------------------
compensation for all services to be rendered by EMPLOYEE compensation of
$175,000 Thousand Dollars for the period 1 Jan. 2002 through 31 Dec. 2002 ,
$185,000 Thousand Dollars for the period 1 Jan. 2003 through 31 Dec. 2003 and
$195,000 for the period 1 Jan. 2004 through 31 Dec. 2004 . Each base
compensation amount is respective and specific to the time period of which the
EMPOYEE'S service

<PAGE>

is rendered. Each amount of base compensation for the expressly mentioned time
periods is payable in equal bi-weekly payments. Any increase of EMPLOYEE'S base
compensation shall be at the sole discretion of the Board of Directors of P.A.M.
P.A.M. shall also provide EMPLOYEE with the use of a COMPANY car, as approved by
the P.A.M. Board of Directors, with full reimbursements to EMPLOYEE for business
use upon the submission to COMPANY of proper documentation and shall be entitled
to the fringe benefit package available to executive employees of P.A.M.
EMPLOYEE shall be entitled to all bonuses or bonus programs of which he
participated in prior to entering into this agreement. All future and additional
forms and amounts of bonus compensation shall be determined at the full
discretion of P.A.M. Board of Directors.

         4.   CONFIDENTIALITY. EMPLOYEE shall not at any time or in any manner,
              ---------------
directly or indirectly, divulge, disclose or communicate to any firm, person,
corporation or entity, in any manner whatsoever, any information concerning or
relating to the business of COMPANY, including without limitation, COMPANY'S
customer list, or the methods used by COMPANY in conducting business or any
matter relating to the business of COMPANY, including without limitation, the
prices it obtains or has obtained from the sale of its service, its manner of
operation, its plans, processes or other data, without regard to whether all of
the foregoing matters will be deemed confidential, material or important.
Anything to the contrary notwithstanding, the parties hereto stipulate that any
and all knowledge, data and information gathered by EMPLOYEE through this
Agreement, his employment with P.A.M. and the operation of the business of
COMPANY is deemed important, material and confidential, and gravely affects the
effective and successful conduct of the business of COMPANY and COMPANY'S good
will and that any breach of the terms of this Paragraph 4 shall be deemed a
material breach of this Agreement. This Paragraph 4 shall continue in full force
and effect for the lesser of the three (3) years after the termination or
earlier cancellation of this Agreement or the longest period of time found to be
enforceable by a court of competent jurisdiction and venue as defined herein. In
recognition of the difficulty of determining damages for violation of this
covenant, COMPANY shall be entitled to injunctive relief for the violation
available to it at law, in equity, or under this Agreement (without the
necessity of posting a bond). All reasonable costs of any nature whatsoever
incurred by COMPANY in attempting to enforce this Paragraph 4, including without
limitation, attorneys fees, shall be paid by EMPLOYEE, provided that COMPANY
shall prevail in such proceedings or litigation. If EMPLOYEE shall prevail in
such proceedings or litigations, then COMPANY shall pay all reasonable costs of
any nature whatsoever incurred by EMPLOYEE in defending the proceeding or
litigation, including without limitation, attorneys fees. Any such attorneys
fees shall be calculated on a time and charge basis. If any provision hereunder
shall be determined to be contrary to law, the remainder of this provision shall
constitute the agreement between the parties. This Paragraph shall not be deemed
to prevent EMPLOYEE from making such public disclosures as a person in his
position is required to do from time to time.

         5.   RESTRICTION ON COMPETITION. As a material part of the
              --------------------------

consideration of this Agreement, EMPLOYEE agrees not to compete with COMPANY
during his employment and for one (1) year period following the period of
EMPLOYEE'S employment with COMPANY in the geographic and marketing areas
serviced and to be serviced by COMPANY. EMPLOYEE shall not directly or
indirectly, own, manage, operate, or be connected as an officer, employee,
partner, director, shareholder, adviser or, financially or otherwise, with
anyone else in the conduct of any business or businesses which compete with any
business conducted by the COMPANY. This covenant is restricted geographically to
(i) the United States, or if found to be unenforceable by a final, unappealable
order of a court of competent jurisdiction and venue as defined herein
(hereinafter referred to as "Unenforceable"), (ii) the states in which COMPANY
owns or leases and/or uses and/or has plans for using a business facility at any
time during the term of EMPLOYEE'S employment of if Unenforceable, (iii) within
a one hundred (100) mile radius of such facilities or if Unenforceable, (iv) the
largest geographic area such court will allow. This covenant also includes all
customers of COMPANY regardless of their geographic location. In recognition of
the

<PAGE>

difficulty of determining damages for violation of this covenant, COMPANY shall
be entitled to injunctive relief for the violation hereof, in addition to such
other relief as may be available to it at law, in equity, or under this
Agreement (without the necessity of posting a bond). All reasonable costs of any
nature whatsoever incurred by COMPANY in attempting to enforce this Paragraph 4,
including without limitation, attorneys fees, shall be paid by EMPLOYEE,
provided that COMPANY shall prevail in such proceedings or litigation. If
EMPLOYEE shall prevail in such proceedings or litigations, then COMPANY shall
pay all reasonable costs of any nature whatsoever incurred by EMPLOYEE in
defending the proceedings or litigation, including without limitation, attorneys
fees. Any such attorneys fees shall be calculated on a time and charges basis.
If any provision hereunder shall be deemed to be contrary to law, the remainder
of this provision shall constitute the agreement between the parties. Anything
to the contrary, notwithstanding, this Paragraph 5 shall survive the termination
or earlier cancellation of this Agreement. EMPLOYEE can own up to five (5%)
percent of the stock of publicly traded transportation companies as a passive
investor but shall take no part in the management or direction of such
companies. Additionally, EMPLOYEE shall be paid seventy-five (75%) percent of
base salary paid quarterly, following the termination of his service under this
Agreement and ceasing in (1) one year from that date or sooner if EMPLOYEE
secures a position with another firm or institution or is retained as a
consultant by the COMPANY.

         6.   REMEDIES UPON DEFAULT.
              ---------------------

         6.1  DEFAULT BY EMPLOYEE. EMPLOYEE acknowledges that his loyal,
              -------------------
faithful and effective performance of the employment provided for herein, is of
vital importance to the success of the COMPANY, and that EMPLOYEE'S commitment
to perform for the entire term of this Agreement is an essential inducement to
and condition of COMPANY'S employment of EMPLOYEE, and that premature
termination, abandonment or failure of performance by EMPLOYEE would in all
probability result in substantial damages to the COMPANY, and that EMPLOYEE
possesses peculiar knowledge and expertise important to the success of the
COMPANY. Accordingly, EMPLOYEE expressly warrants and represents to and
covenants with COMPANY that EMPLOYEE shall not voluntarily terminate his
employment with COMPANY or otherwise abandon the full and faithful performance
of his duties of employment prior to the expiration of the term of this
Agreement. In the event that EMPLOYEE shall breach any covenant set forth in
this Paragraph 6.1, COMPANY shall have the right to pursue and enforce any
remedies available to COMPANY by law, at equity or pursuant to this Agreement,
including without limitation, specific performance as a result of such breach.
COMPANY may commence a lawsuit for enforcement of its rights hereunder seeking
damages without waiving any other rights it may possess.

         6.2  DEFAULT BY COMPANY. In the event COMPANY shall terminate the
              ------------------
employment of EMPLOYEE prior to the expiration of the term of this Agreement for
reasons other than good cause, COMPANY'S liability to employee shall be limited
to an amount equal to one-hundred (100%) percent of EMPLOYEE'S compensation as
set forth in paragraph 3 herein for the remainder of the contract term in
complete discharge of any further obligations COMPANY may have to EMPLOYEE by
law, in equity or under this Agreement. If such termination is for good cause,
COMPANY shall pay to EMPLOYEE an amount equal to one month of EMPLOYEE'S annual
compensation and shall not be liable to EMPLOYEE for any further damages or
severance compensation whatsoever. COMPANY shall be deemed to have terminated
EMPLOYEE without good cause if COMPANY conditions EMPLOYEE'S further employment
upon changing his residence from northwest Arkansas.

         7.   EXCLUSIVE CONSULTING CONTRACT. Upon termination of EMPLOYEE'S
              -----------------------------
employment with COMPANY for any reason whatsoever, COMPANY shall have the right,
at its option, to retain EMPLOYEE as an independent consultant under an
exclusive consulting contract, for the performance by EMPLOYEE of such duties as
may be reasonably assigned by the Board of Directors of P.A.M. consistent with
the position of an independent consultant, and EMPLOYEE shall be bound by the
restrictions on competition set forth in Paragraphs 4 and 5 hereof. EMPLOYEE
shall be entitled to full compensation for his services under such consulting
contract to an annual fee equal to seventy-five (75%) percent of his average
total annual compensation hereunder, averaged over the term of his employment
with COMPANY from 1 Jan. 2002 and through 31 Dec. 2004 , payable in equal
monthly payments. The specific terms

<PAGE>

regarding the actual services to be performed, length of service and other
contractual terms not set forth in this paragraph, shall be mutually agreeable
to the EMPLOYEE and the COMPANY.

         8.   OPTION TO EXTEND. COMPANY shall have the right to extend this
              ----------------
Agreement for an additional one (1) year beyond termination of this Agreement.
The EMPLOYEE'S annual salary for the one-year option period shall be $205,000
payable in equal bi-weekly payments. COMPANY may elect to exercise this
extension right at any time prior to

         9.   MISCELLANEOUS.
              -------------

         9.1  NON-WAIVER. No covenant or condition of this Agreement may be
              ----------
waived except by the written consent of the COMPANY. Forbearance or indulgence
by COMPANY in any regard whatsoever shall not constitute a waiver of the
covenants or conditions to be performed by EMPLOYEE to which the same may apply,
and, until complete performance by EMPLOYEE of said covenant or condition,
COMPANY shall be entitled to invoke any remedy available to COMPANY under this
Agreement or by law or in equity, despite said forbearance or indulgence.

         9.2  MODIFICATION OF AGREEMENT. This instrument constitutes the entire
              -------------------------
agreement between P.A.M. and EMPLOYEE and no modification, extension, waiver,
renewal or termination of the Agreement or any of the provisions hereof may be
binding upon either party unless made in writing and signed by each of the
parties. No modification of this Agreement may be signed by COMPANY, except upon
approval by the P.A.M. Board of Directors.

         9.3  NOTICES. Service of all notices under this Agreement shall be
              -------
sufficient if given personally or mailed by certified mail, return receipt
requested, with postage prepaid, addressed to the party involved at the address
set forth below or at such other address as such party shall provide in writing
from time to time. Any notice mailed to such address shall be effective when
deposited in the United States mail.

         COMPANY: P.A.M. Transportation Services, Inc.      Robert W.  Weaver
                  P.O. Box 188                         and  P.O. Box 188
                  Tontitown, AR  72770                      Tontitown, AR  72770



         EMPLOYEE: Larry Goddard
                   P.O. Box 576
                   Tontitown, AR  72770



         9.4  PARAGRAPH HEADINGS. The titles to the paragraphs of this Agreement
              ------------------
are for convenience of the parties only and shall not affect in any way the
meaning or construction of any Paragraph of this Agreement.

         9.5  SEVERABILITY. All agreements, terms and covenants contained herein
              ------------
are severable and in the event any of them, with the exception of those
contained in Paragraph I, shall be held to be invalid by a court of competent
jurisdiction and venue as defined herein, this Agreement shall be interpreted as
if such invalid agreements, terms or covenants were not contained herein unless
within thirty (30) days of the issuance of a final and unappealable Order of a
Court of competent jurisdiction and venue, COMPANY shall have tendered to
EMPLOYEE in the manner provided for notices hereunder, its election to cancel
this Agreement.

<PAGE>

         9.6  SUCCESSORS. This agreement shall be binding on any successor to
              ----------
the COMPANY and shall also remain binding on EMPLOYEE in the event the COMPANY
is acquired, merged, consolidated or a change in control occurs.

         9.7  TIME OF THE ESSENCE. Time is to be deemed of the essence of this
              -------------------
Agreement and each and all of its provisions.


         9.8  CONSTRUCTION. This Agreement shall be construed according to the
              ------------
laws of the State of Delaware and exclusive jurisdiction and venue shall be
deemed to lie within the Circuit or Chancery Courts of Washington County,
Arkansas.

         10.  BINDING EFFECTS. This Agreement shall, upon approval of the Board
              ---------------
of Directors of P.A.M. by corporate resolution, be binding upon the parties
hereto, their successors, assigns, heirs, estates or legal representatives and
shall ensure to the benefit of COMPANY and its successors and assigns. Each
subsidiary of P.A.M., of whether presently existing, shall be a third party
beneficiary of this Agreement. This Agreement contains the entire consideration
to EMPLOYEE during the tenure of this contract and supercedes all previous
agreements.

         IN WITNESS WHEREOF, the parties hereto have hereunto caused this
Agreement to be executed and delivered as of the date first above written.

P.A.M. TRANSPORTATION SERVICES, INC.,             EMPLOYEE
a Delaware corporation

BY: /s/ Robert W. Weaver        2/28/02       /s/ Larry J. Goddard      2/28/02
    ----------------------     ---------      --------------------     --------
    Title President              Date                                     Date















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>10
<FILENAME>dex105.txt
<DESCRIPTION>INTEREST RATE SWAP AGREEMENT, DATED MARCH 1, 2001
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.5

                 [LETTERHEAD OF SUNTRUST EQUITABLE SECURITIES]
                                                                  March 1, 2001
                Confirmation of Interest Rate Transaction
                -----------------------------------------

      THIS LETTER AGREEMENT SHOULD BE REVIEWED, EXECUTED BY AN AUTHORIZED
         PERSON(S), AND RETURNED IMMEDIATELY VIA FAX TO 404-532-0514.
       (Please direct any questions to Ken Kuykendall at 404-532-0303.)

Larry Goddard
Chief Financial Officer
P.A.M. Transport, Inc.
Highway 412 West
297 Henri DeTonti Blvd.
Tontitown, Arkansas  72770
Ph#:  501-361-9111
Fax#: 501-361-5381

REF:  12371

Dear Mr. Goddard:

       The purpose of this letter agreement is to set forth the terms and
conditions of the Rate Transaction entered into between P.A.M. Transport, Inc.
("Counterparty" or "you") and SunTrust Bank ("SunTrust" or "us") on the Trade
Date specified below (the "Transaction").  SunTrust Equitable Securities
Corporation acts as agent on behalf of SunTrust with respect to this
Transaction.  This letter agreement constitutes a "Confirmation" as referred to
in the ISDA Master Agreement to be entered into by the parties hereto.

       The definitions and provisions contained in the 1991 ISDA Definitions
published by the International Swap and Derivatives Association, Inc. ("ISDA"),
as amended and supplemented by the 1998 Supplement to the 1991 ISDA Definitions
(the "Definitions"), are incorporated by reference into this Confirmation.  In
the event of any inconsistency between the Definitions and this Confirmation,
this Confirmation shall govern.

       This Confirmation supplements, forms a part of, and is subject to the
ISDA Master Agreement, as amended and supplemented from time to time (the "Swap
Agreement"), between you and us.  All provisions contained or incorporated by
reference in the Swap Agreement shall govern this Confirmation except as
expressly modified below. Prior to the execution and delivery of such Swap
Agreement, this Confirmation alone shall constitute a complete and binding
agreement with respect to the Transaction.

       Each party is hereby advised, and each such party acknowledges, that the
other party has engaged in (or refrained from engaging in) substantial
financial transactions and has taken other material actions in reliance upon
the parties' entry in the Transaction to which this Confirmation relates on the
terms and conditions set forth below.

       This Confirmation shall be governed by and construed in accordance with
the laws of the State of New York without reference to choice of law doctrine.

<PAGE>


                                                                          Page 2

1.     The terms of the particular Transaction to which this Confirmation
       relates are as follows:

       Type of Transaction:                 Swap Transaction

       Notional Amount:                     $15,000,000.00

       Trade Date:                          February 28, 2001

       Effective Date:                      March 2, 2001

       Termination Date:                    March 2, 2006, with adjustment in
                                            accordance with the Modified
                                            Following Business Day Convention
                                            (subject to Section 2(d) below)

       Fixed Amounts:
       --------------

         Fixed Rate Payer:                  Counterparty

         Fixed Rate Payer Payment Dates:    The 2/nd/ day of each month,
                                            beginning April 2, 2001, through and
                                            including the Termination Date,
                                            subject to adjustment in accordance
                                            with the Modified Following
                                            Business Day Convention

         Fixed Rate:                        5.08% per annum

         Fixed Rate Day Count Fraction:     Actual/360

         Adjustment to Period End Dates:    Applicable

       Floating Amounts:
       -----------------

         Floating Rate Payer:               SunTrust

         Floating Rate Payer Payment Dates: The 2/nd/ day of each month,
                                            beginning April 2, 2001, through and
                                            including the Termination Date,
                                            subject to adjustment in accordance
                                            with the Modified Following
                                            Business Day Convention

         Floating Rate for initial
           Calculation Period:              5.10375% per annum

         Floating Rate Day Count Fraction:  Actual/360

         Designated Maturity:               1 month

         Floating Rate Option:              USD-LIBOR-BBA

         Spread:                            Inapplicable

         Adjustment to Period End Dates:    Applicable


<PAGE>
                                                                          Page 3

         Reset Dates:                       The first day of each Floating Rate
                                            Payer Calculation Period

       Calculation Agent:                   SunTrust

       Business Days:                       New York

2.     Other Provisions

       (a)     You agree to provide us (i) corporate resolutions, and (ii) a
       certificate of incumbency with respect to the individual(s) executing
       this Confirmation, both documents evidencing your authority to enter
       into this Transaction.  This provision (2)(a) shall constitute an
       additional Agreement for the purpose of Section 4 of the Swap Agreement.

       (b)     By signing this Confirmation, you acknowledge that you have
       received and understand the SunTrust Bank "Terms of Dealing for OTC Risk
       Management Transactions" and the "Risk Disclosure Statement for OTC Risk
       Management Transactions" (each attached hereto and incorporated by
       reference into this Confirmation).

       (c)     "Loan Agreement" shall mean each agreement, related by its terms
       to this Transaction, to which you (as borrower) and SunTrust (or one of
       its Affiliates) are or hereafter become parties (and to which other
       lenders may be parties) involving the making of loans, extensions of
       credit or financial accommodations thereunder or commitments therefor,
       in the form existing on the date when that agreement is executed and
       without regard to any termination or cancellation thereof, whether by
       reason of payment of all indebtedness incurred thereunder or otherwise,
       as such Loan Agreement may be amended, supplemented, otherwise modified,
       replaced, or substituted.

       (d)     SunTrust shall have the right, but not the obligation, to
       terminate ("Option to Terminate") this Transaction on March 3, 2003,
       subject to adjustment in accordance with the Modified Following Business
       Day Convention ("Optional Termination Date").  In order to exercise its
       Option to Terminate, SunTrust shall notify Counterparty two New York
       Business Days prior to the Optional Termination Date by telephone, which
       notice shall be deemed to be irrevocable and shall be confirmed in
       writing (which writing may be transmitted by facsimile) by SunTrust to
       Counterparty no later than the following Business Day. Upon exercise by
       SunTrust of its Option to Terminate as aforesaid, all rights and
       obligations arising out of this Transaction following the Optional
       Termination Date shall be deemed to have been terminated and both
       parties shall be under no further liability to each other with respect
       to the Transaction. The amount payable on the Optional Termination Date
       will be the amount that would, had this Transaction not been terminated,
       have been paid by SunTrust or Counterparty as the case may be.

3.     Account Details

       Payment to Counterparty:

         Depository:                  [PLEASE ADVISE]
         ABA #
         Favor of:
         Account #


<PAGE>
                                                                          Page 4

      Payments to SunTrust:

         SunTrust Bank
         ABA # 061000104
         FBO:  Bond Wire Clearing
         Account # 9088-0000-95
         Attn: Financial Risk Management, Operations

4.    Offices

      (a)     The Office of Counterparty for the Transaction is its Tontitown
      office; and

      (b)     The Office of SunTrust for the Transaction is its Atlanta
      office.

       By signing below, you also acknowledge and agree that we have explained
to you the risks involved in this Transaction, which risks include but are not
limited to the following:

 .      Market Risk:  The risk that the Transaction may increase or decrease in
       value with a change in, among other things, interest rates or the yield
       curve; and

 .      Liquidity Risk:  The risk that the Transaction cannot be closed out or
       disposed of quickly at or near its value.

       You further acknowledge and agree that you understand these risks and
the Transaction as a whole, that you are capable of managing the risks
associated with this Transaction, that the risks involved in this Transaction
are consistent with your financial goals, policies and procedures, and risk
tolerance, and that you have determined that this Transaction is appropriate
for you.

       Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing this copy of this Confirmation and immediately returning
it to SunTrust Equitable Securities Corporation via fax at the number indicated
on Page 1.

Very truly yours,               Accepted and Confirmed as of the date first
                                written:

SUNTRUST BANK                   P.A.M. TRANSPORT, INC.

By:/s/ Fred D. Woolf            By:/s/ Larry J. Goddard
   -------------------------       -----------------------------
     Fred D. Woolf              Name:  Larry J. Goddard
     Vice President             Title:  Vice President - Finance

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>11
<FILENAME>dex106.txt
<DESCRIPTION>INTEREST RATE SWAP AGREEMENT, DATED JUNE 1, 2001
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.6


                 [LETTERHEAD OF SUNTRUST EQUITABLE SECURITIES]

                                                                    June 1, 2001
                   Confirmation of Interest Rate Transaction
                   -----------------------------------------

      THIS LETTER AGREEMENT SHOULD BE REVIEWED, EXECUTED BY AN AUTHORIZED
         PERSON(S), AND RETURNED IMMEDIATELY VIA FAX TO 404-532-0514.
       (Please direct any questions to Ken Kuykendall at 404-532-0303.)

Larry Goddard
Chief Financial Officer
P.A.M. Transport, Inc.
Highway 412 West
297 Henri DeTonti Blvd.
Tontitown, Arkansas  72770
Ph#:  501-361-9111
Fax#: 501-361-5381

REF:  13210

Dear Mr. Goddard:

     The purpose of this letter agreement is to set forth the terms and
conditions of the Rate Transaction entered into between P.A.M. Transport, Inc.
("Counterparty" or "you") and SunTrust Bank ("SunTrust" or "us") on the Trade
Date specified below (the "Transaction").  SunTrust Equitable Securities
Corporation acts as agent on behalf of SunTrust with respect to this
Transaction.  This letter agreement constitutes a "Confirmation" as referred to
in the ISDA Master Agreement entered into by the parties hereto and dated
February 28, 2001.

     The definitions and provisions contained in the 1991 ISDA Definitions
published by the International Swap and Derivatives Association, Inc. ("ISDA"),
as amended and supplemented by the 1998 Supplement to the 1991 ISDA Definitions
(the "Definitions"), are incorporated by reference into this Confirmation.  In
the event of any inconsistency between the Definitions and this Confirmation,
this Confirmation shall govern.

     This Confirmation supplements, forms a part of, and is subject to the ISDA
Master Agreement, as amended and supplemented from time to time (the "Swap
Agreement"), between you and us.  All provisions contained or incorporated by
reference in the Swap Agreement shall govern this Confirmation except as
expressly modified below.

     Each party is hereby advised, and each such party acknowledges, that the
other party has engaged in (or refrained from engaging in) substantial
financial transactions and has taken other material actions in reliance upon
the parties' entry in the Transaction to which this Confirmation relates on the
terms and conditions set forth below.

     This Confirmation shall be governed by and construed in accordance with
the laws of the State of New York without reference to choice of law doctrine.

<PAGE>



                                                                          Page 2

1.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:

     Type of Transaction:                              Swap Transaction

     Notional Amount:                                  $5,000,000.00

     Trade Date:                                       May 31, 2001

     Effective Date:                                   June 4, 2001

     Termination Date:                                 June 2, 2006, with
                                                       adjustment in accordance
                                                       with the Modified
                                                       Following Business Day
                                                       Convention (subject to
                                                       Section 2(d) below)
     Fixed Amounts:
     --------------

       Fixed Rate Payer:                               Counterparty

       Fixed Rate Payer Payment Dates:                 The 2/nd/ day of each
                                                       month, beginning July
                                                       2, 2001, through and
                                                       including the
                                                       Termination Date,
                                                       subject to adjustment in
                                                       accordance with the
                                                       Modified Following
                                                       Business Day Convention

       Fixed Rate:                                     4.83% per annum

       Fixed Rate Day Count Fraction:                  Actual/360

       Adjustment to Period End Dates:                 Applicable

     Floating Amounts:
     -----------------

       Floating Rate Payer:                            SunTrust

       Floating Rate Payer Payment Dates:              The 2/nd/ day of each
                                                       month, beginning July
                                                       2, 2001, through and
                                                       including the
                                                       Termination Date,
                                                       subject to adjustment in
                                                       accordance with the
                                                       Modified Following
                                                       Business Day Convention

       Floating Rate for initial Calculation Period:   4.0575% per annum

       Floating Rate Day Count Fraction:               Actual/360

       Designated Maturity:                            1 month

       Floating Rate Option:                           USD-LIBOR-BBA

       Spread:                                         Inapplicable

       Adjustment to Period End Dates:                 Applicable

<PAGE>



                                                                          Page 3



       Reset Dates:                                    The first day of each
                                                       Floating Rate Payer
                                                       Calculation Period

     Calculation Agent:                                SunTrust

     Business Days:                                    New York


2.   Other Provisions

     (a)     You agree to provide us (i) corporate resolutions, and (ii) a
     certificate of incumbency with respect to the individual(s) executing this
     Confirmation, both documents evidencing your authority to enter into this
     Transaction.  This provision (2)(a) shall constitute an additional
     Agreement for the purpose of Section 4 of the Swap Agreement.

     (b)     By signing this Confirmation, you acknowledge that you have
     received and understand the SunTrust Bank "Terms of Dealing for OTC Risk
     Management Transactions" and the "Risk Disclosure Statement for OTC Risk
     Management Transactions" (each attached hereto and incorporated by
     reference into this Confirmation).

     (c)     "Loan Agreement" shall mean each agreement, related by its terms
     to this Transaction, to which you (as borrower) and SunTrust (or one of
     its Affiliates) are or hereafter become parties (and to which other
     lenders may be parties) involving the making of loans, extensions of
     credit or financial accommodations thereunder or commitments therefor, in
     the form existing on the date when that agreement is executed and without
     regard to any termination or cancellation thereof, whether by reason of
     payment of all indebtedness incurred thereunder or otherwise, as such Loan
     Agreement may be amended, supplemented, otherwise modified, replaced, or
     substituted.

     (d)     SunTrust shall have the right, but not the obligation, to terminate
     ("Option to Terminate") this Transaction on June 2, 2003, subject to
     adjustment in accordance with the Modified Following Business Day
     Convention ("Optional Termination Date").  In order to exercise its Option
     to Terminate, SunTrust shall notify Counterparty two New York Business
     Days prior to the Optional Termination Date by telephone, which notice
     shall be deemed to be irrevocable and shall be confirmed in writing (which
     writing may be transmitted by facsimile) by SunTrust to Counterparty no
     later than the following Business Day.  Upon exercise by SunTrust of its
     Option to Terminate as aforesaid, all rights and obligations arising out
     of this Transaction following the Optional Termination Date shall be
     deemed to have been terminated and both parties shall be under no further
     liability to each other with respect to the Transaction. The amount
     payable on the Optional Termination Date will be the amount that would,
     had this Transaction not been terminated, have been paid by SunTrust or
     Counterparty as the case may be.

3.   Account Details

     Payment to Counterparty:

       Depository:                [PLEASE ADVISE]
       ABA #
       Favor of:
       Account #

<PAGE>


                                                                          Page 4

     Payments to SunTrust:

       SunTrust Bank
       ABA # 061000104
       FBO: Bond Wire Clearing
       Account # 9088-0000-95
       Attn: Financial Risk Management, Operations


4.   Offices

     (a)     The Office of Counterparty for the Transaction is its Tontitown
             office; and

     (b)     The Office of SunTrust for the Transaction is its Atlanta office.


     By signing below, you also acknowledge and agree that we have explained to
you the risks involved in this Transaction, which risks include but are not
limited to the following:

 .    Market Risk: The risk that the Transaction may increase or decrease in
     value with a change in, among other things, interest rates or the yield
     curve; and

 .    Liquidity Risk: The risk that the Transaction cannot be closed out or
     disposed of quickly at or near its value.

     You further acknowledge and agree that you understand these risks and the
Transaction as a whole, that you are capable of managing the risks associated
with this Transaction, that the risks involved in this Transaction are
consistent with your financial goals, policies and procedures, and risk
tolerance, and that you have determined that this Transaction is appropriate
for you.

     Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing this copy of this Confirmation and immediately returning
it to SunTrust Equitable Securities Corporation via fax at the number indicated
on Page 1.

Very truly yours,          Accepted and Confirmed as of the date first written:

SUNTRUST BANK              P.A.M. TRANSPORT, INC.


By:/s/ Fred D. Woolf       By:/s/ Larry J. Goddard
   --------------------       -----------------------------
   Fred D. Woolf           Name:  Larry J. Goddard
   Vice President          Title:  Vice President - Finance

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>12
<FILENAME>dex211.txt
<DESCRIPTION>SUBSIDIARIES OF REGISTRANT
<TEXT>
<PAGE>


                                                                    EXHIBIT 21.1

                           SUBSIDIARIES OF REGISTRANT
                           --------------------------

                  P.A.M. Transport, Inc. (Arkansas Corporation)

              P.A.M. Special Services, Inc. (Arkansas Corporation)

               P.A.M. Dedicated Services, Inc. (Ohio Corporation)

             P.A.M. Logistics Services, Inc. (Arkansas Corporation)

                        T.T.X., Inc. (Texas Corporation)

                  Choctaw Express, Inc. (Oklahoma Corporation)

                 Choctaw Brokerage, Inc. (Oklahoma Corporation)

               Allen Freight Services, Inc. (Missouri Corporation)

                  Decker Transport Co., Inc. (Ohio Corporation)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>13
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>
<PAGE>

                                                                   EXHIBIT 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K into the Company's previously filed
Registration Statements on Form S-8 (File Nos. 333-80505, 333-10813 and
33-60926).


                                                       /s/  ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
February 28, 2002

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
