EXHIBIT 4.23

FIRST UNION COMMERCIAL CORPORATION PROPOSAL EXHIBIT (NO. 1)

USA TRUCK, INC.

PROPOSAL EXHIBIT (NO. 1)

The terms of this Proposal Exhibit are incorporated by reference within the
Proposal letter dated October 17, 2000.

1. TYPE OF EQUIPMENT: Approximately One Hundred and Seventy (170)
Freightliner Columbia Tractors.

2. ANTICIPATED EQUIPMENT COST: Approximately $12,000,000.00.

3. EQUIPMENT LOCATION: Continental United States.

4. ANTICIPATED DELIVERY DATE: January 15th through December 15th, 2001.

5. LEASE TERM: Forty-two (42) months.

6. LEASE PAYMENTS: Lessee shall make forty-two (42) monthly payments, each
payable in arrears, with the following monthly payment factors
according to the month of equipment takedown:

- -----------------------------------------------------------------------------------------------------------------------------------
Month JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC
- -------------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Lease Rate 6.33% 6.28% 6.24% 6.19% 6.17% 6.12% 5.64% 5.58% 5.51% 5.50% 5.43% 5.37%
- -------------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Payment Factor 1.70079 1.69791 1.69500 1.69206 1.69071 1.68786 1.65767 1.65373 1.64976 1.64854 1.64468 1.64079
- -------------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

The lease rate in this transaction will float from the date of this
letter until the equipment funding date, based on the change in either
the 5 1/2% Treasury Note's yield to maturity of 5.87% with a three (3)
year remaining life and maturing Jan, 2003 or the one year LIBOR rate
of 6.62%, as published in the October 17, 2000 edition of The Wall
Street Journal and as published on the equipment funding date. The
lease rate in this transaction will float up from the date of this
proposal until the equipment funding date based on the change in either
the above referenced Treasury Note's yield to maturity or the one year
LIBOR rate, whichever is greater. The lease rate in this transaction
will float down from the date of this proposal until the equipment
funding date based on the change in either the above referenced
Treasury Note's yield to maturity or the one year LIBOR rate, whichever
is less. The lease rate shall be adjusted by .01% for each
corresponding increase or decrease of .01% in the selected index.

7. PURCHASE OPTION: At the end of the lease term, Lessee shall have the
option to purchase the equipment for its then Fair Market Value.

8. TERMINAL RENTAL ADJUSTMENT CLAUSE: If the fair market value paid to
Lessor by the Lessee or a third party exceeds or falls below forty-five
percent (45%) of original equipment cost, the excess will be refunded
to Lessee or the shortfall will be reimbursed to Lessor by Lessee
through a rental adjustment.

9. DEPRECIATION: For the account of the LESSOR and assumed to be three (3)
year MACRS property.

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10. EXPENSES: Lessee shall bear expenses related to (i) preparation,
negotiation and the finalization of documents related to the
transaction, (ii) out-of-pocket expenses for lien searches, title
searches and obtaining certified copies of charter documents and good
standing certificates, (iii) title application, lien application and
registration fees and financing statement filing fees, and (iv) similar
out-of-pocket expenses.

11 INDEMNIFICATION: Lessee shall indemnify Lessor against all hazards,
liabilities, claims, actions, contingencies and risk of loss caused by
the acts and omissions of Lessee. Additionally, Lessee shall indemnify
Lessor against the loss of tax benefits retained by Lessor caused by
the acts and omissions of Lessee.