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                                                                   EXHIBIT 10.20

                   EMPLOYMENT SEPARATION AGREEMENT AND RELEASE

         This Separation Agreement and Release is made and entered into between
Central Freight Lines, Inc. ("the Company") and Joseph Gentry ("Employee").
Whereas, the parties have negotiated in good faith and have reached a mutually
satisfactory separation and settlement agreement;

         IT IS THEREFORE AGREED AS FOLLOWS:

         1.       Central will pay regular wages through and including March 9,
                  2002, (date of separation), at which time Employee will no
                  longer be employed by the Company. Any remaining vacation time
                  will be paid to the Employee on this final check. The vacation
                  balance as of March 9, 2002 will be 114.82 hours.

         2.       All employee benefits will be ended effective on the
                  separation date above. The Employee will be eligible for
                  continuation of health insurance coverage through C.O.B.R.A.
                  or under the Retiree Insurance option if applicable.

         3.       The Employee will return all Central property immediately
                  including but not limited to keys, name badge, laptop
                  computer, credit cards and any other Central property.

         4.       The Company shall allow Employee to keep his Company vehicle
                  and all accessories. The Company will take the necessary steps
                  to transfer title to Employee. Employee will be responsible
                  for any tax, title and license fees due upon transfer of the
                  vehicle. Employee will also be responsible for maintaining
                  insurance on the vehicle.

         5.       The Employee will be eligible to be reimbursed for any and all
                  company business related expenses that have occurred prior to
                  the separation date above.

         6.       The Employee agrees to serve as a consultant for Central
                  Freight Lines. In return, the Employee will receive contract
                  payments for a period of six months. These payments will be
                  made on a biweekly basis and will be equivalent to the
                  Employees current gross biweekly wages. The Employee will be
                  responsible for all applicable taxes. During this period of
                  time, Central will absorb the premiums for the Retiree
                  insurance plan if elected.

         7.       The Employee will be issued a separate consulting agreement.
                  This agreement will include new stock options. The Employee
                  agrees by executing these agreements to waive all rights to
                  previously issued vested and non-vested stock options. Both
                  agreements must be executed for completion. Neither agreement
                  is mutually exclusive.

         8.       In consideration of the promises, payments and benefits
                  provided herein, which are in addition to any form of
                  compensation to which Employee is already entitled, and in
                  full compromise and settlement of any and all claims and
                  causes of action arising before and up to the date of this
                  Agreement, the Employee knowingly and voluntarily agrees to:

                  A.       Waive all rights, claims and causes of action or
                           lawsuits arising under common law, local, state, or
                           federal law against Central, its predecessor,
                           successor, subsidiaries, affiliates and any officers,
                           agents, employees or

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                           representatives of same as to any matter relating to
                           or arising out of Employee's employment with the
                           Company and accruing on or before the date this
                           Agreement is executed; and

                  B.       Waive all rights, claims, causes of action or
                           lawsuits arising under the Age Discrimination in
                           Employment Act of 1967, Title VII or the Civil Rights
                           Act of 1967, Title VII of the Civil Rights Act of
                           1967, as amended, the Texas Commission on Human
                           Rights Act or any and all other claims, rights or
                           causes of action against Central which relate to
                           Employee's employment with Central and accruing on or
                           before the date this Agreement is executed.

         9.       Employee acknowledges that he/she has been advised and is
                  hereby advised to consult with an attorney prior to signing
                  this Agreement and that he/she has been given a period of at
                  least 21 days in which to consider this Agreement.

         10.      All parties agree that for a period of 7 days following the
                  signing of this Agreement, the Employee may revoke the
                  Agreement. The Agreement shall not become effective or
                  enforceable until the revocation period has expired.

         11.      The parties hereto acknowledge that this Agreement is entered
                  into in order to ensure that the separation of Employee from
                  Central is amicable, that neither party will take any actions
                  inconsistent with the spirit and intent of this Agreement, and
                  the parties further agree to keep the terms and provisions of
                  this Separation Agreement confidential.

         12.      It is understood and agreed between the parties hereto that
                  this Release is a general release and is understood to be
                  complete and full, without limitation, including but not
                  limited to any claims or damages of any kind or character,
                  court costs, attorneys' fees, injunctive relief, or anything
                  else whatsoever, and is binding upon the parties hereto, their
                  successors, assigns, heirs, executors, administrators and
                  legal representations.

         13.      This Employment Separation Agreement and Release is made and
                  entered into within the State of Texas and in all respects
                  shall be interpreted, construed, enforced and governed in
                  accordance with the laws of the State of Texas. This
                  Employment Separation Agreement sets forth the entire
                  agreement between the parties and fully supersedes any and all
                  prior agreements or understandings between the parties. No
                  oral understandings, statements, promises or inducements
                  contrary to the terms of this Employment Separation Agreement
                  exist. This Agreement cannot be modified, changed or
                  terminated orally.

         14.      The Employee acknowledges that this Agreement is entered into
                  knowingly, freely and voluntarily, and for the consideration
                  expressed herein.

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BY MY SIGNATURE BELOW, I ACKNOWLEDGE THAT I HAVE READ, UNDERSTOOD AND AGREE TO
ALL THE TERMS OF THIS AGREEMENT.

          This Agreement is entered into this 21st day of Feb., 2002.

                                        /s/ Joseph Gentry

                                        Joseph Gentry

Return to Waco Human Resources, P.O. Box 2638, Waco, Texas 76702-2638

If you have questions regarding this agreement, contact David Mueck at (254)
741-5241.

          This Agreement is entered into this 21st day of Feb., 2002.

                                         CENTRAL FREIGHT LINES, INC.

                                         By: /s/ Pat Curry

                                                 Pat Curry

                                         Title: Executive Vice President

