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                                                                  EXHIBIT 2.2(b)

                               AMENDMENT NO. 1 TO

                              SEPARATION AGREEMENT

         THIS AMENDMENT NO. 1 TO SEPARATION AGREEMENT (this "Amendment"), is
made effective as of the 23rd day of December, 2002 for the purpose of amending
and modifying that certain Separation Agreement (the "Separation Agreement"),
effective as of November 30, 2002, by and among Central Freight Lines, Inc., a
Texas corporation ("Central Freight"), Central Refrigerated Service, Inc., a
Nebraska corporation ("Central Refrigerated"), the Jerry and Vickie 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"). Capitalized terms used but not defined in this
Amendment shall have the meaning ascribed thereto in the Separation Agreement.

         WHEREAS, effective December 20, 2002, Central Refrigerated declared a
share dividend pursuant to which 90 shares of Central Refrigerated common stock
were issued for each share of Central Refrigerated common stock issued and
outstanding as of December 20, 2002;

         WHEREAS, on December 20, 2002, Central Freight owned 100 shares of
Central Refrigerated common stock, which shares constituted all of the issued
and outstanding Central Refrigerated common stock;

         WHEREAS, as a result of the share dividend, Central Freight is now the
record owner of 9,100 shares of Central Refrigerated common stock;

         WHEREAS, the parties hereto desire to amend the Separation Agreement to
reflect the share dividend;

         WHEREAS, effective December 20, 2002, IEL transferred and assigned the
IEL Note to the Trust;

         WHEREAS, the parties hereto desire to amend the Separation Agreement to
provide for the transfer and delivery by Central Freight to the Trust of the
shares of Central Refrigerated common stock that were to be transferred and
delivered to IEL as consideration for the cancellation of the IEL Note;

         WHEREAS, the parties hereto have determined that it is in their mutual
best interests that the consummation of the transactions contemplated by Section
1 of the Separation Agreement occur no earlier than 11:59 p.m. Mountain Standard
Time on December 31, 2002, notwithstanding Central Refrigerated's having
obtained separate insurance coverage prior to such time; and

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         WHEREAS, the parties hereto desire to amend the Separation Agreement to
provide that the consummation of the transactions contemplated by Section 1
thereof will occur no earlier than 11:59 p.m. Mountain Standard Time on December
31, 2002.

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

         1.       Section 1 of the Separation Agreement is hereby amended and
restated in its entirety to read 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 Trust and Moyes, and the Trust and Moyes agree to
         accept such Shares, as follows:

<TABLE>
<CAPTION>
Noteholder Name                         Number of Pledged Shares to be Delivered
---------------                         ----------------------------------------
<S>                                     <C>
    Trust                                                  4823
    Moyes                                                  4277
</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 Trust and Moyes
         following satisfaction of all conditions precedent specified in Section
         1(b) below. Such transfer shall be effective as of the Effective Time
         (as defined in Section 1(b) below). Upon delivery of the Pledged
         Shares, the Trust and Moyes shall return the Trust Note, the 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 by this Section 1 shall be
         deemed to occur on the later of (i) the date and time at which such
         separate insurance becomes effective or (ii) 11:59 p.m. Mountain
         Standard Time on December 31, 2002 (the "Effective Time").

                  (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.       Except as explicitly modified or amended by this Amendment,
all terms, conditions, and provisions of the Separation Agreement shall continue
in full force and effect.

         3.       This Amendment 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.

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

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

By: /s/ Robert V. Fasso                           By: /s/ Jerry Moyes
    Robert V. Fasso, Chief Executive                      Jerry Moyes, Trustee
    Officer and President

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

By: /s/ Robert T. Goates                          By: /s/ Jerry Moyes
        Robert Goates, Vice President of                  Jerry Moyes, President
        Finance and Chief Financial Officer

JERRY MOYES

/s/ Jerry Moyes

