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                                                                    EXHIBIT 10.6

                               SECURITY AGREEMENT

Borrower/Debtor:                                   Lender/Secured Party:

Central Freight Lines, Inc.,                       SunTrust Bank
a Texas Corporation                                201 Fourth Avenue North
5601 West Waco Drive                               Nashville, Tennessee 37219
Waco, Texas 76710

         THIS SECURITY AGREEMENT is entered into this 30th day of April, 2002,
by and among CENTRAL FREIGHT LINES, INC., a Texas corporation with its chief
executive and principal office located at the address set forth above
("BORROWER"), JERRY C. MOYES ("MOYES"), an individual and resident of the State
of Arizona and SUNTRUST BANK, a Georgia state banking corporation with offices
located at the address set forth above ("LENDER").

                                   BACKGROUND:

         A.       Borrower and Lender have executed that certain Loan Agreement
dated as of the date hereof (as now or hereafter amended, modified, extended,
supplemented and/or restated, the "LOAN AGREEMENT"), and one of the conditions
of the Loan Agreement is that Borrower enter into this Agreement and grant
Lender a security interest in certain property of Borrower (as described herein)
to secure repayment of all indebtedness described in Section 2 hereof.

         B.       Borrower is the holder and payee of that certain $8,000,000
promissory note dated as of the date hereof executed by Moyes (as it may be
amended or restated or replaced in accordance with the terms hereof, the "Moyes
Note"). Moyes joins in the execution of this Security Agreement to acknowledge
the security interest hereby and to make other representations, warranties and
covenants as set forth herein.

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

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1.       SECURITY INTEREST. As security for the repayment of the
Indebtedness (as defined in Section 2), Borrower hereby collaterally assigns to
Lender and grants Lender a security interest in all of Borrower's present and
future right, title and interest in and to the Moyes Note, including but not
limited to amounts payable, or other rights of Borrower arising under the Moyes
Note, whether such amounts or rights exist or hereafter arise including all
proceeds attributable to or arising from any of such property (collectively, the
"Collateral").

         2.       INDEBTEDNESS. The security interest in the Collateral shall
secure prompt and full performance and payment of the following (the
"INDEBTEDNESS"):

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                  (a)      Indebtedness evidenced by a Revolving Credit Note of
         even date herewith executed by Borrower to Lender pursuant to the Loan
         Agreement, and all extensions and modifications and renewals thereof,
         all whether now existing or hereafter arising (as extended, replaced,
         amended and/or restated from time to time, the "NOTE"), and all
         indebtedness and obligations of Borrower to Lender at any time
         evidenced by or arising under or in connection with this Agreement, the
         Loan Agreement, the Note, any obligation of Borrower under a Hedging
         Agreement, or any other loan document executed in connection with the
         Loan Agreement and/or the Note (collectively, the "LOAN DOCUMENTS");
         and

                  (b)      All costs and expenses incurred by Lender in
         enforcing or protecting its rights with respect to the Collateral or
         the indebtedness secured by the Collateral, including, but not limited
         to, attorneys' fees.

         3.       BORROWER'S GENERAL REPRESENTATIONS AND WARRANTIES. Borrower
hereby represents and warrants to Lender that the following are true and
correct:

                  (a)      Borrower is the sole and lawful owner of the
         Collateral, and has an unrestricted right to grant a security interest
         in the Collateral.

                  (b)      There are no claims, liens, security interests or
         encumbrances against the Collateral.

                  (c)      Borrower has concurrently herewith delivered the
         original of the Moyes Note to Lender, and such instrument represents
         the entire agreement between Borrower and Moyes with respect to the
         subject matter thereof;

                  (d)      Borrower is duly authorized and empowered to execute,
         deliver, and perform its obligations under this Agreement. All
         corporate action required for Borrower's due execution, delivery, and
         performance of this Agreement has been duly and effectively taken.
         Borrower's execution and performance of this Agreement will not
         conflict with its articles or by-laws or any other document or
         instrument to which it is a party or by which Borrower or it property
         is subject.

         4.       MOYES' GENERAL REPRESENTATIONS AND WARRANTIES. Moyes hereby
represents and warrants to Lender that the following are true and correct:

                  (a)      Moyes is the sole obligor under the Moyes Note;

                  (b)      There are no agreements or documents, other than the
         Moyes Note, which govern or otherwise affect the terms of payment as
         set forth in the Moyes Note;

                  (c)      To the best of his knowledge, there are no claims,
         liens, security interests or encumbrances against the Moyes Note;

                  (d)      Moyes' execution and performance of his obligations
         under this Agreement will not conflict with any other document or
         instrument to which he is a party or by which any of his property is
         subject; and

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                  (e)      The Moyes Note is fully recourse to Moyes and is a
         valid and binding obligation of Moyes, without any rights of setoff,
         counterclaim or other defenses against Borrower.

         5.       BORROWER'S GENERAL COVENANTS. Borrower hereby covenants and
agrees that, until the Indebtedness shall have been paid in full and the Loan
Agreement is terminated:

                  (a)      Borrower shall keep the Collateral free from any
         adverse lien, security interest or encumbrance (other than the security
         interest granted herein). Borrower is not authorized to, and shall not,
         sell, transfer, deliver, dispose of, encumber or grant security
         interests in the Collateral.

                  (b)      Borrower shall and does hereby agree to indemnify and
         hold Lender harmless against all claims, defenses, liabilities and
         costs (including attorneys' fees) arising out of or in connection with
         Borrower's ownership of the Collateral.

                  (c)      Borrower shall ensure that Lender's security interest
         in the Collateral is now, and will at all times hereafter remain, a
         perfected, first priority security interest. Borrower shall (at its
         expense) execute, obtain, deliver and (if applicable) file or record
         all financing statements, consents, notices, control agreements and
         other documents, and take all other actions, that Lender may reasonably
         deem necessary or advisable to perfect or protect Lender's security
         interest in the Collateral against the interests of third parties. To
         the extent permitted by law, Borrower hereby authorizes Lender to file
         a financing statement, in the applicable filing office, describing the
         Collateral. Borrower agrees to pay all costs, taxes and fees payable in
         connection with any such filings. Lender is hereby irrevocably
         appointed Borrower's attorney-in-fact, which appointment is coupled
         with an interest, to do all acts and things that Lender may deem
         necessary to perfect and/or continue the perfection of the security
         interest created by this Agreement and to protect the Collateral.
         Borrower further agrees to pay all costs, taxes and fees payable in
         connection with the filing or recording of any financing statements,
         amendments, continuation statements or other filings.

                  (d)      Borrower shall not change its chief executive offices
         and principal places of business without giving Lender at least thirty
         (30) days prior written notice thereof and (at Borrower's expense)
         taking all steps necessary or advisable to preserve the perfection and
         priority of the security interests granted to Lender herein.

                  (e)      Borrower shall not change its name or the state in
         which it is formed, without giving Lender at least thirty (30) days
         prior written notice thereof and (at Borrower's expense) taking all
         steps necessary or advisable to preserve the perfection and priority of
         the security interests granted to Lender herein.

                  (f)      Borrower will maintain adequate books and records
         pertaining to the Collateral, in such detail, as Lender shall
         reasonably require. Borrower will make a notation upon the Note (and
         any permitted replacements thereof) to evidence Lender's security
         interest hereunder.

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         6.       BORROWER NOTIFICATION. Borrower will promptly notify Lender of
any default or breach by Moyes under the Moyes Note or any event that would have
a material adverse effect on the financial condition of Moyes or Lender's
security interest in the Collateral.

         7.       JOINT COVENANTS OF BORROWER AND MOYES. Borrower and Moyes each
severally covenant and agree that, until the Indebtedness is paid in full and
the Loan Agreement is terminated:

                  (a)      Neither Borrower or Moyes will amend, restate, modify
         or replace the Moyes Note or enter into any other indebtedness between
         them, without the written consent of Lender;

                  (b)      Borrower and Moyes agree and acknowledge that upon
         the occurrence of an Event of Default or any continuation thereof, the
         Lender may accelerate and demand full payment by Moyes of all amounts
         outstanding under the Moyes Note, and Moyes shall make such payments
         directly to Lender (for application to the Indebtedness) upon written
         demand therefor. Moyes shall make such payment without any set-off,
         counterclaim, or defenses he may have against Borrower;

                  (c)      Neither Borrower nor Moyes may assign any right,
         title, interest or obligation under the Moyes Note without the written
         consent of Lender.

                  (d)      The Borrower shall not waive or release any of its
         rights or any obligations of Moyes under the Moyes Note or terminate
         the Moyes Note (except upon full payment thereof) without the written
         consent of Lender.

         8.       SPECIAL REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF
BORROWER. With respect to the Collateral, Borrower represents, warrants and
agrees with Lender as follows:

                  (a)      Representations. The original of the Note has been
         delivered to Lender, and such Note is the only original thereof and is
         genuine and in all respects, and arises out of a bona fide
         indebtedness; the amount of the Note represented as owing is the
         correct amount actually and unconditionally owing; and the Note
         complies with applicable law.

                  (b)      Collections. Effective upon the occurrence of and
         during the continuation of an Event of Default, Lender shall have the
         right to receive all payments under the Moyes Note and at Borrower's
         expense, enforce, collect and receive all amounts owing on the Moyes
         Note. Borrower will notify Moyes to make payment of all amounts due
         under the Moyes Note directly to Lender. Any such amounts transmitted
         to Lender may be deposited in an account in the name of Lender and
         under its dominion and control pending its application to the
         Indebtedness. Borrower shall not have any right, title or interest in
         said account or in the amounts at any time to the credit thereof. All
         proceeds so received by Lender shall be applied to the Indebtedness,
         whether or not such Indebtedness shall by its terms then be due in
         accordance with the Loan Agreement. Following the occurrence of an
         Event of Default and during a continuation thereof, amounts received by
         Borrower under the Moyes Note shall not be commingled with Borrower's
         other property, but shall be segregated, held by Borrower in trust for
         Lender

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         as Lender's exclusive property and immediately delivered by Borrower to
         Lender in the identical form as that in which received, with proper
         endorsements.

                  (c)      Reports. Together with the fiscal period financial
         information required under the Loan Agreement, Borrower shall submit to
         Lender statements of the outstanding principal balance under the Moyes
         Note.

         9.       BORROWER'S USE OF THE COLLATERAL. As long as no Event of
Default has occurred, Borrower may collect all amounts paid thereunder, subject
to any conditions set forth in this Agreement. Upon the occurrence of an Event
of Default and during a continuation thereof, Borrower's right to collect any
amounts paid under the Collateral shall terminate automatically until further
written notice from Lender.

         10.      EVENTS OF DEFAULT. Any of the following events shall be
considered an "EVENT OF DEFAULT" (and shall be considered a "DEFAULT" pending
the passage of time, giving of notice or other condition specified below):

                  (a)      Loan Agreement. An "Event of Default," as such term
         is defined in the Loan Agreement, occurs; or

                  (b)      Perfection. Lender's security interest in the
         Collateral fails to be a perfected, first-priority security interest
         therein; or

                  (c)      Moyes Default. Moyes shall default under or breach
         any provision of the Moyes Note; or

                  (d)      Representations and Warranties. Any representation,
         warranty, statement, certification or data made or furnished by or on
         behalf of Borrower or Moyes hereunder is incorrect in any material
         respect as of the date as of which the facts therein set forth were
         stated or certified; or

                  (e)      Obligations. Borrower or Moyes fails to perform any
         of its respective promises, agreements, covenants or obligations (which
         failure or breach is not otherwise an Event of Default under any other
         subsections hereof) contained in or required by this Agreement and such
         failure is not cured within twenty (20) days from Lender's written
         notice thereof; or

                  (f)      Collateral. The Collateral is sold, transferred,
         assigned, encumbered or otherwise disposed of without the prior written
         consent of Lender; or

                  (g)      Insolvency. Any bankruptcy case, assignment for the
         benefit of creditors, receivership or other state, federal or foreign
         insolvency proceeding is commenced with respect to Moyes, or Moyes
         becomes insolvent or is generally not paying his debts as they become
         due.

         11.      REMEDIES. Upon the occurrence of any Event of Default, and at
any time thereafter, at the option of Lender, any and all Indebtedness shall
become immediately due and payable without presentment or demand or any notice
to Borrower or any other entity obligated

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thereon, and Lender shall have and may exercise any or all of the rights and
remedies of a secured party under the applicable Uniform Commercial Code as now
or hereafter adopted (the "UCC"), and as otherwise contractually granted herein
or under any other applicable law or under any other agreement executed by
Borrower in favor of Lender. Lender shall have the right to collect on the
Collateral, to demand full payment of the Moyes Note within thirty (30) days of
written demand by Lender, and to exercise and enforce any of Borrower's rights
with respect to any Collateral (including supporting obligations), all in any
manner authorized or permitted under the UCC. Lender shall apply the proceeds
thereof toward payment of the Indebtedness in the manner as set forth in the
Loan Agreement.

         12.      WAIVERS. Except as expressly provided herein, and to the
fullest extent permitted by law, Borrower and Moyes hereby waive (i)
presentment, demand and protest and notice of presentment, protest, default, non
payment; (ii) any bond or security that might be required by any court before
allowing Lender to exercise any of Lender's remedies; (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; (iv) the benefit of all valuation, appraisement and exemption laws
(v) notice of acceptance hereof; and (vi) any other claims and defenses based on
principles of suretyship or impairment of collateral.

         13.      GENERAL AUTHORITY. Effective immediately but exercisable by
Lender (or by any person or entity designated by Lender) only upon the
occurrence of and during the continuation of an Event of Default, Borrower
hereby irrevocably appoints Lender (or any person or entity designated by
Lender) 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 to all or any of the Collateral:

                  (a)      To receive all payments under the Moyes Note;

                  (b)      To take or bring, in Borrower's name or Lender's
         name, all actions, suits or proceedings deemed by Lender necessary or
         desirable to effect collection of the Moyes Note, and to compromise or
         adjust payments under the Moyes Note;

                  (c)      To require payment of the entire principal balance
         and all accrued interest or other payments under the Moyes Note (as set
         forth in Section 11 hereof), whether or not due and whether or not a
         default exists under the terms of the Moyes Note; and

                  (d)      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 the
Collateral.

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         14.      LENDER'S POWERS AND LIMITED DUTIES.

                  (a)      Lender shall be under no duty to collect any amount
         that may be or become due under the Collateral, to redeem or realize on
         Collateral, to collect principal or interest, to make any presentments,
         demands or notices of protest in connection with the Collateral, to
         take any steps necessary to preserve rights in any instrument 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 UCC
         requires Lender to use reasonable care with respect to Collateral while
         in its possession; and

                  (b)      Without limiting the generality of any of the
         foregoing, Lender shall be in no way liable to or responsible for any
         diminution in the value of the Collateral from any cause whatsoever.

         15.      MISCELLANEOUS

                  (a)      Notices. Any notices, requests, demands, directions
         and other communications (collectively "Notices") required under this
         Agreement shall be in writing and shall be deemed to be communicated
         upon the earliest of (i) personal delivery, (ii) the third business day
         after the record is deposited in the United States mail, with prepaid
         postage, for delivery by registered or certified mail with return
         receipt requested, (iii) the business day after the notice is
         delivered, with prepaid postage, for overnight delivery, to a
         nationally known courier service maintaining records of receipt and
         (iv) twelve (12) hours after sender receives confirmation of successful
         transmission by facsimile. Except as expressly provided otherwise
         herein, all notices shall be communicated to the following addresses:

         If to Lender:                        If to Borrower:
         SunTrust Bank                        Central Freight Lines, Inc.
         201 Fourth Avenue, North             5601 West Waco Drive
         Nashville, Tennessee 37219           Waco, Texas  76710
         Attention: Bill Crawford             Attention: Patrick J. Curry
         Telecopy: (615) 748-5269             Telecopy: (254) 741-5289

         If to Moyes:                         With a copy to:
         Jerry Moyes                          Scudder Law Firm
         2200 South 75th Avenue               411 Building
         P. O. Box 29243                      411 S. 13th Street
         Phoenix, Arizona 85038-9243          Lincoln, Nebraska 68508
         Telecopy: (623) 907-7503             Attention: Earl Scudder
                                              Telecopy: (402) 435-4239

         The applicable address stated above shall be effective for a party
         until the party changes such address by writing communicated by such
         party in accordance with this Section.

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                  (b)      Invalidity. If any one or more of the provisions
         contained in this Agreement for any reason shall be held invalid,
         illegal, or unenforceable in any respect, such invalidity, illegality,
         or unenforceability shall not affect any other provision of this
         Agreement.

                  (c)      Survival of Agreements. All representations and
         warranties of Borrower and Moyes in this Agreement and all covenants
         and agreements in this Agreement not fully performed before the
         execution of this Agreement shall survive the execution hereof.

                  (d)      Successors and Assigns. This Agreement shall be
         binding on and inure to the benefit of Lender and its successors and
         assigns, shall be binding on Borrower, its permitted successors and
         assigns, and Moyes, his estate and his permitted successors or assigns.
         Lender may assign the Indebtedness and/or enter into participation or
         syndication agreements with other lenders on such terms and conditions
         as Lender shall deem advisable. Neither Borrower nor Moyes shall assign
         their respective rights or delegate their respective duties under this
         Agreement without the written consent of Lender.

                  (e)      Renewal, Extension, or Rearrangement. All provisions
         of this Agreement relating to Indebtedness shall apply with equal force
         and effect to each and all promissory notes or other agreements
         executed hereafter that in whole or in part represent a renewal,
         extension for any period, increase, or rearrangement of any part of the
         Indebtedness originally represented by any part of such other
         Indebtedness.

                  (f)      Waivers. No custom, conduct, action or course of
         dealing on the part of Lender, its officers, employees, consultants, or
         agents, nor any failure or delay by Lender with respect to exercising
         any right, power, or privilege of Lender hereunder shall operate as a
         waiver thereof. Lender may from time to time waive any requirement
         hereof, including any conditions precedent, but no waiver shall be
         effective unless in writing and signed by Lender. The execution by
         Lender of any waiver shall not obligate Lender to grant any further,
         similar, or other waivers. No waivers shall be implied hereunder as a
         result of Lender's disbursements or investigations or any other action
         other than a specific written waiver.

                  (g)      Amendments. This Agreement may not be modified or
         amended except in writing signed by Borrower, Moyes and Lender.

                  (h)      Remedies. All remedies provided in this Agreement
         shall be cumulative, in addition to all other remedies available to
         Lender under any other agreement or the principles of law and equity or
         pursuant to any other body of law, statutory 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. All such remedies
         may be exercised separately, successively or concurrently

                  (i)      No Fiduciary Relationship. Nothing contained herein
         or in any related document shall be deemed to create any partnership,
         joint venture or other fiduciary relationship among Lender, Borrower
         and Moyes for any purpose.

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                  (j)      Time of Essence. Time is of the essence with regard
         to each and every provision of this Agreement.

                  (k)      Costs, Expenses, and Taxes. Borrower agrees to pay on
         demand all out-of-pocket costs and expenses of Lender (including the
         reasonable fees and out-of-pocket expenses of Lender's attorneys)
         incurred by Lender in connection with enforcement of this Agreement, or
         in the protection of Lender's rights hereunder. Upon Lender's request,
         Borrower shall promptly reimburse Lender for all amounts expended,
         advanced, or incurred by Lender in endeavoring to satisfy any
         obligation of Borrower under this Agreement, or to perfect a lien in
         favor of Lender, or to protect the Collateral or to collect the
         Indebtedness, or to enforce or protect the rights of Lender under this
         Agreement, and all such amounts shall bear interest the default rate
         payable under the Note (but not in excess of the maximum rate permitted
         under applicable law) until paid in full. All obligations under this
         Section shall be part of the Indebtedness and shall survive any
         termination of this Agreement.

                  (l)      Counterparts. This Agreement may be executed in any
         number of counterparts or counterpart signature pages (by facsimile
         transmission or otherwise), each of which, when so executed, shall be
         deemed an original, but all such counterparts shall constitute but one
         and the same instrument.

                  (m)      Distribution of Information. Under the terms and
         provisions of the Loan Agreement, Borrower hereby authorizes Lender, as
         Lender may elect in its sole discretion, to discuss with and furnish to
         any affiliate of Lender, to any government or self-regulatory agency
         with jurisdiction over Lender, or to any participant or prospective
         participant, all financial statements, audit reports and other
         information pertaining to Borrower and/or its subsidiaries whether such
         information was provided by Borrower or prepared or obtained by Lender
         or third parties. Neither Lender nor any of its employees, officers,
         directors or agents make any representation or warranty regarding any
         audit reports or other analyses of Borrower which Lender may elect to
         distribute, whether such information was provided by Borrower or
         prepared or obtained by Lender or third parties, nor shall Lender or
         any of its employees, officers, directors or agents be liable to any
         party receiving a copy of such reports or analyses for any inaccuracy
         or omission contained in such reports or analyses or relating thereto.

                  (n)      Jurisdiction; Venue; Service of Process. BORROWER,
         MOYES AND LENDER HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF THE
         COURTS LOCATED IN DAVIDSON COUNTY, TENNESSEE, INCLUDING FEDERAL COURTS
         SITTING IN THE MIDDLE DISTRICT OF TENNESSEE AND THE CHANCERY COURT FOR
         DAVIDSON COUNTY, TENNESSEE, FOR ANY SUIT BROUGHT OR ACTION COMMENCED IN
         CONNECTION WITH THIS AGREEMENT. Borrower and Moyes irrevocably consent
         to the service of process of any such courts in any such action or
         proceeding by registered or certified mail, postage prepaid, return
         receipt requested, to Borrower at the address provided pursuant to
         Section 15(a) hereof, and agree that such service shall become
         effective thirty (30) days after such mailing. However, nothing herein
         shall affect the right of Lender, Moyes or Borrower to serve process in
         any other manner permitted by law or to

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         commence legal proceedings or otherwise proceed against Lender, Moyes
         or Borrower in any other jurisdiction. This Section does not confer or
         expand any standing to Borrower to bring any cause of action.

                  (o)      Jury Waiver. EACH OF BORROWER, MOYES AND LENDER
         HEREBY KNOWINGLY, WILLINGLY AND IRREVOCABLY WAIVES THEIR RIGHTS TO
         DEMAND A JURY TRIAL IN ANY ACTION OR PROCEEDING INVOLVING THIS
         AGREEMENT.

                  (p)      Waiver of Damages. IN ANY ACTION TO ENFORCE THIS
         AGREEMENT, EACH OF THE PARTIES HERETO, HEREBY IRREVOCABLY AND
         UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS UNDER THE LAWS OF ANY STATE
         TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR
         OTHER DAMAGES OTHER THAN ACTUAL DIRECT DAMAGES.

                  (q)      Governing Law. This Agreement constitutes a contract
         made under and shall be construed and interpreted in accordance with
         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.

                  (r)      No Third Party Beneficiary. This Agreement is for the
         sole benefit of Lender, Moyes and Borrower and is not for the benefit
         of any third party.

                  (s)      Dealings With Borrower. It is expressly understood
         and agreed that, notwithstanding anything else contained in this
         Agreement, Lender may for all purposes hereof deal solely with Borrower
         in connection therewith, and nothing herein or in any other Loan
         Document shall be construed so as to require dealings with, consent of
         or notice to any other entities, parties or persons, including Moyes.

                  (t)      Further Assurances. Borrower and Moyes agree that
         they will without further consideration execute and deliver such other
         documents and take such other action as Lender may reasonably request
         from time to time to implement the transactions contemplated hereby.

                  (u)      Continuation and Survival. All covenants, agreements,
         representations and warranties made in or pursuant to this Agreement
         shall be deemed continuing and made at and as of the date hereof and at
         and as of all times thereafter. All statements contained in any
         certificate, financial statement or other instrument delivered by
         Borrower pursuant to or in connection with this Agreement shall
         constitute additional representations and warranties made under this
         Agreement.

         16.      CONSTRUCTION AND USAGE.

                  (a)      Defined Terms. In addition to other words and terms
         defined in this Agreement, the following terms have the following
         meanings herein, unless the context expressly requires otherwise:

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                  "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.

                  "ENTITY" or "PERSON" 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.

                  "HEREOF", "HEREIN" and "HEREUNDER" and words of similar import
         in this Agreement refer to this Agreement as a whole and not to any
         particular provision, and references to Sections, subsections,
         schedules and exhibits are to this Agreement unless otherwise
         specified.

                  "INCLUDES" and "INCLUDING" and words of similar import are
         inclusive and not exclusive terms, and are not intended to create any
         limitation.

                  (b)      Usage; Captions. All definitions and other terms used
         in this Agreement are equally applicable to the singular and plural
         forms thereof, and all references to any gender include all other
         genders. The captions in this Agreement are for convenience only, and
         in no way limit or amplify the provisions hereof.

                  (c)      UCC Terms. Terms used in this Agreement that are
         defined in Article 9 of the UCC shall have the same meanings herein,
         except as otherwise expressly provided or amplified (but not limited)
         herein.

                  (d)      References to Documents and Laws. All defined terms
         and references in this Agreement with respect to any agreements, notes,
         instruments, certificates or other documents shall be deemed to refer
         to such documents and to any amendments, modifications, renewals,
         extensions, replacements, restatements, substitutions and supplements
         of and to such documents. Unless otherwise provided, all references to
         statutes and related regulations shall include any amendments thereof
         and any successor statutes and regulations.

                  (e)      Exhibits. The exhibits and schedules attached to this
         Agreement are incorporated in this Agreement and shall be considered a
         part of this Agreement, except that in the event of any conflict
         between an exhibit and this Agreement, the provisions of this Agreement
         shall prevail over the exhibit.

                  (f)      Computations; Accounting Principles. Where the
         character or amount of any asset or liability or item of income or
         expense is required to be determined, or any consolidation or other
         accounting computation is required to be made for the purposes of this
         Agreement, such determination or calculation, to the extent applicable
         and except as otherwise specified in this Agreement, shall be made in
         accordance with generally accepted accounting principles applied on a
         consolidated basis consistent with those in effect on the date hereof.

                                       11
<PAGE>

         17.      ENTIRE AGREEMENT.

                  (a)      Complete Agreement. This Agreement, together with the
         Note, the Loan Agreement and the other Loan Documents, represents the
         entire and complete agreement between the parties hereto with respect
         to the subject matter hereof and supersedes any and all other
         agreements, promises or representations existing prior to or made
         simultaneously with this Agreement, whether written, oral or implied.
         Any oral statements regarding the subject matter of this Agreement are
         merged herein.

                                       12
<PAGE>

         IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the date set forth above.

BORROWER:                                    LENDER:

CENTRAL FREIGHT LINES, INC.,                 SUNTRUST BANK
a Texas Corporation

By: /s/ Pat Curry                            By: /s/ William H. Crawford
    ----------------------------                 -------------------------------

Name: Patrick J. Curryt                      Name: William H. Crawford

Title: Executive Vice President              Title: Vice President

                                             /s/ Jerry C. Moyes
                                             -----------------------------------
                                             JERRY C. MOYES

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