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                                                                     EXHIBIT 4.4

                             STOCKHOLDERS' AGREEMENT

         THIS STOCKHOLDERS' AGREEMENT ("Agreement") is made and entered into
this 11th day of June, 1999, by and among Jerry Moyes ("Moyes") and R. Kent
Chapman ("Chapman"), Dick Slater ("Slater"), Mark Fabritz ("Fabritz"), and Larry
Rockwell ("Rockwell") (each of Chapman, Slater, Fabritz, and Rockwell being
individually a "Minority Stockholder" and collectively, the "Minority
Stockholders").

                                    RECITALS

         I.       Moyes and the Minority Stockholders hold all of the issued and
outstanding stock of Jaguar Fast Freight, Inc. ("Jaguar"), an Arizona trucking
company.

         II.      Moyes is the majority stockholder of Central Freight Lines,
Inc. ("Central"), a Texas trucking company.

         III.     As a result of the Agreement and Plan of Merger of Jaguar with
and into Central as of the same date first above written (the "Merger
Agreement"), the Minority Stockholders will become minority stockholders of
Central.

         IV.      It is the desire of the Minority Stockholders that Moyes
provide assurances that the Minority Stockholders shall receive certain value
for Central shares issued to the Minority Stockholders as merger and
noncompetition consideration and Moyes is prepared to provide such assurances
through this Agreement.

         V.       All capitalized terms not otherwise defined herein shall have
the meanings assigned to them in the Merger Agreement.

         NOW, THEREFORE, in consideration of the foregoing recitals, the parties
hereto agree as follows:

         1.       Put on Central's Common Stock. Each Minority Stockholder shall
have the right to put all of Central's Common Stock received in the Merger and
held by the Minority Stockholders to Moyes for $10.00 per share. Such put is
exercisable beginning on the date two years after Closing and expires if not
exercised prior to the ninetieth (90th) day after the second anniversary of the
Closing. The put is not exercisable if Central's Common Stock (adjusted for any
merger, reorganization, recapitalization, stock split, stock dividends, or the
like) or the common stock of an entity for which Central's Common Stock has been
exchanged has traded above $10 per share for more than five consecutive trading
days during the second year after Closing. The Minority Stockholders shall
convey any shares of Central's Common Stock transferred hereunder free and clear
of adverse claims.

         2.       Put on Noncompetition Payments. Each Minority Stockholder
shall have the right each year to put all shares of Central's Common Stock (or
the common stock of an entity for

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which Central's Common Stock has been exchanged) issued that year pursuant to
Section 6.05(f) of the Merger Agreement to Moyes for $13.50 per share. Such put
shall be exercisable if, during a 90-day measurement period following each
annual issuance, Central's Common Stock (adjusted for any merger,
reorganization, recapitalization, stock split, stock dividends, or the like) or
the common stock of an entity for which Central's Common Stock has been
exchanged has not traded over $13.50 per share. Such put expires thirty (30)
days after the end of each 90-day measurement period. The Minority Stockholders
shall convey any shares of Central's Common Stock transferred hereunder free and
clear of adverse claims.

         3.       Assignment and Binding Effect. This Agreement may not be
assigned by any party hereto without the prior written consent of all of the
other parties. Subject to the foregoing, all of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the successors and permitted assigns of any party hereto.

         4.       Waiver. Any term or provision of this Agreement may be waived
at any time by the party entitled to the benefit thereof by a written instrument
duly executed by such party.

         5.       Notices. Any notice, request, demand, waiver, consent,
approval, or other communication that is required or permitted hereunder shall
be in writing and shall be deemed given only if delivered personally, or sent by
certified mail, postage prepaid, or sent by facsimile telecopier as follows:

               If to Moyes:                    If to one or more of the Minority
                                               Stockholders:

               Mr. Jerry Moyes                 Mr. R. Kent Chapman
               2200 S. 75th Avenue             1241 N. Allen
               Phoenix, AZ 85031               Mesa, AZ 85203
               Telecopier: 602-907-7503        Telecopier: 602-233-0170

               With a copy to:

               Earl H. Scudder, Esquire        Mr. Mark Fabritz
               Scudder Law Firm, P.C.          7400 W. Arrowhead
               411 S. 13th Street, Ste 200     Clubhouse Drive #1045
               Lincoln, NE 68508               Glendale, AZ 85308
               Telecopier: 402-435-4333        Telecopier: 602-233-0170

                                               Mr. Dick Slater
                                               5218 W. Tonopah Drive
                                               Glendale, AZ 85308
                                               Telecopier: 602-233-0170

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                                               Mr. Larry Rockwell
                                               1315 E. Wagoner
                                               Phoenix, AZ 85022
                                               Telecopier: 602-233-0170

                                               With a copy to:

                                               Charles T. Stegall, Esquire
                                               Stegall Katz & Whitaker
                                               531 East Thomas Rd., Ste 102
                                               Phoenix, AZ 85012-3239
                                               Telecopier: 602-285-1486

or to such other address as the addressee may have specified in a notice duly
given as provided herein. Such notice or communication shall be deemed given as
of the date sent.

         6.       Cooperation. Subject to the terms and conditions herein
provided, the parties hereto shall use their best efforts to take, or cause to
be taken, such action, to execute and deliver, or cause to be executed and
delivered, such additional documents and instruments and to do, or cause to be
done, all things necessary, proper, or advisable under the provisions of this
Agreement and under applicable law to consummate and make effective the purposes
of this Agreement.

         7.       Governing Law. This Agreement shall be governed by and
interpreted and enforced in accordance with the laws of the State of Arizona,
without giving effect to the conflict of law provisions thereof.

         8.       Merger. This Agreement constitutes the entire agreement among
the parties with respect to the subject matter described herein and the Minority
Stockholders acknowledge and agree that in entering this Agreement, the Minority
Stockholders did not rely on any representations or warranties other than those
set forth herein. This Agreement supersedes all prior and contemporaneous
agreements, representations, writings, discussions, and understandings of the
parties.

         9.       Counterparts. This Agreement may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument.

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         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.

/s/ Jerry Moyes                                  /s/ Kent Chapman
----------------------------------------         -------------------------------
Jerry Moyes                                      R. Kent Chapman

/s/ Mark Fabritz                                 /s/ Dick Slater
----------------------------------------         -------------------------------
Mark Fabritz                                     Dick Slater

/s/ Larry Rockwell
----------------------------------------
Larry Rockwell

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