<PAGE>

                                                                  EXHIBIT 2.2(a)

                              SEPARATION AGREEMENT

         THIS SEPARATION AGREEMENT (this "Agreement") is made effective as of
the 30th day of November, 2002 (the "Effective Date") by and among Central
Freight Lines, Inc., a Texas corporation ("Central Freight"), Central
Refrigerated Service, Inc., a Nebraska corporation ("Central Refrigerated"), the
Jerry and Vicki Moyes Family Trust (the "Trust"), Interstate Equipment Leasing,
Inc., an Arizona corporation ("IEL"), and Jerry Moyes individually ("Moyes,"
and, together with the Trust and IEL, the "Noteholders").

         WHEREAS, Central Freight has executed and delivered to the Trust a
promissory note dated April 22, 2002 with a principal amount of three million
one hundred four thousand dollars ($3,104,000) (the "Trust Note");

         WHEREAS, Central Freight has executed and delivered to IEL a promissory
note dated April 22, 2002 with a principal amount of four million seven hundred
thirty-two thousand eight hundred twenty-five dollars ($4,732,825) (the "IEL
Note");

         WHEREAS, Central Freight has executed and delivered to Moyes two
promissory notes dated April 22, 2002 with principal amounts of three million
five hundred thirty-four thousand five hundred sixty-three dollars ($3,534,563)
and three million three hundred thirty thousand dollars ($3,330,000) (the "Moyes
Notes");

         WHEREAS, the Trust Note, IEL Note, and Moyes Notes are secured by a
pledge of one hundred (100) shares of stock of Central Refrigerated (the
"Pledged Shares") owned by Central Freight pursuant to the terms of a Securities
Pledge Agreement dated April 22, 2002;

         WHEREAS, the parties hereto desire to cancel the Trust Note, IEL Note,
and the Moyes Notes in exchange for delivery of the Pledged Shares to the
Noteholders as set forth herein; and

         WHEREAS, in connection with the separation of Central Refrigerated from
Central Freight, and in order to adequately capitalize Central Refrigerated and
facilitate an initial public offering of securities by Central Freight, Central
Freight has agreed to pay to Central Refrigerated the sum of eight million three
hundred forty thousand five hundred fifty dollars ($8,340,550).

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual agreements set forth herein, the parties hereto agree as follows:

         1.       Cancellation of Notes.

                  (a)      In lieu of repayment of all principal and accrued
         interest due and payable pursuant to the Trust Note, the IEL Note, and
         the Moyes Notes, Central Freight agrees to transfer and deliver the
         Pledged Shares to the Noteholders, and the Noteholders agree to accept
         such Shares, as follows:

<PAGE>

<TABLE>
<CAPTION>
Noteholder Name                    Number of Pledged Shares to be Delivered
---------------                    ----------------------------------------
<S>                                <C>
     Trust                                            21
     IEL                                              32
     Moyes                                            47
</TABLE>

         Central Freight shall deliver certificates representing the Pledged
         Shares, endorsed by Central Freight in blank or with stock powers
         executed by Central Freight in blank attached, to the Noteholders
         following satisfaction of all conditions precedent specified in Section
         1(b) below. Such transfer shall be effective as of the Effective Date.
         Upon delivery of the Pledged Shares, the Noteholders shall return the
         Trust Note, IEL Note, and Moyes Notes to Central Freight for
         cancellation. Central Freight shall thereafter have no further
         obligation under the Trust Note, IEL Note, or Moyes Notes.

                  (b)      The respective obligations of each party to
         consummate the transactions contemplated by this Section 1 are subject
         to satisfaction of the following condition precedent: Central
         Refrigerated shall have obtained separate insurance coverage as
         contemplated by that certain letter dated October 21, 2002, from
         Baldwin & Lyons, Inc. or on such other terms as the parties may agree.
         The closing of the transactions contemplated hereby shall be deemed to
         occur on the date on which such separate insurance becomes effective.

                  (c)      If the foregoing condition precedent has not been
         satisfied by December 31, 2003, the respective obligations of each
         party under this Section 1 shall expire and have no further force or
         effect.

         2.       Payment to Central Refrigerated.

                  (a)      Central Freight hereby agrees to pay to Central
         Refrigerated an amount of cash equal to eight million three hundred
         forty thousand five hundred fifty dollars ($8,340,550). Such payment
         shall be made by wire transfer of immediately available funds following
         the consummation of Section 1 and satisfaction of all conditions
         precedent specified in Section 2(b) below.

                  (b)      The obligation of Central Freight to perform in
         accordance with this Section 2 is subject to satisfaction of the
         following conditions precedent:

                           (1)      Central Freight shall have terminated its
                           status as a Subchapter S corporation pursuant to the
                           Internal Revenue Code; and

                           (2)      Central Freight shall have consummated its
                           initial public offering of equity securities.

                  (c)      If the conditions precedent in Section 2(b) have not
         been satisfied by December 31, 2004, Central Freight's obligation under
         this Section 2 shall expire and have no further force or effect.

                                       2

<PAGE>

         3.       Miscellaneous.

                  (a)      This Agreement may not be amended except by an
         instrument signed by each of the parties hereto.

                  (b)      If any term, provision, covenant, or restriction of
         this Agreement is held by a court of competent jurisdiction to be
         invalid, void, or unenforceable, the remainder of the terms,
         provisions, covenants, and restrictions of this Agreement shall remain
         in full force and effect and shall in no way be affected, impaired, or
         invalidated and the parties shall negotiate in good faith to modify the
         Agreement to preserve such part's anticipated benefits under the
         Agreement.

                  (c)      This Agreement (1) constitutes the entire agreement
         and supersedes all other prior agreements and undertakings, both
         written and oral, among the parties with respect to the subject matter
         hereof; (2) is not intended to confer upon any other person any rights
         or remedies hereunder; and (3) shall not be assigned by operation of
         law or otherwise without the prior written consent by the other parties
         hereto.

                  (d)      This Agreement may be executed via facsimile or
         otherwise in one or more counterparts, each of which shall be deemed an
         original but all of which together shall constitute one and the same
         instrument.

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date first above written.

CENTRAL FREIGHT LINES, INC.                  THE JERRY AND VICKY MOYES
a Texas corporation                          FAMILY TRUST

By: /s/ Jeff Hale                            By: /s/ Jerry Moyes
Name: Jeff Hale                              Name:
Title: CFO                                   Title:

CENTRAL REFRIGERATED SERVICE, INC.,          INTERSTATE EQUIPMENT LEASING, INC.,
a Nebraska corporation                       an Arizona corporation

By: /s/ Robert T. Goates                     By: /s/ Jerry Moyes
Name: Robert T. Goates                       Name:
Title:                                       Title:

                                             JERRY MOYES

                                            /s/ Jerry Moyes

                                       4

