Exhibit 10.1

COMMERCIAL
VARIABLE RATE
PROMISSORY
NOTE

BORROWER
BOYD BROTHERS TRANSPORTATION
CO., INC.

COMPASS BANK COPY
3480 EASTERN BLVD.
MONTGOMERY, AL 36116 ADDRESS
(334) 409-7304 "LENDER"

3275 HIGHWAY 30
CLAYTON, AL 36016-3003

TELEPHONE NO. IDENTIFICATION NO.
(334) 775-1209 636006515

<Table>
<Caption>
OFFICER INTEREST PRINCIPAL FUNDING MATURITY CUSTOMER LOAN
IDENTIFICATION RATE AMOUNT DATE DATE NUMBER NUMBER

S.M. VARIABLE $1,273,830.00 11/08/02 11/01/08
PURPOSE: TO PURCHASE TRAILERS
</Table>

PROMISE TO PAY: For value received, Borrower promises to pay to the order of
Lender the principal amount of One Million Two Hundred Seventy-Three Thousand
Eight Hundred Thirty and no/100 Dollars ($1,273,830.00) plus interest on the
unpaid principal balance at the rate and in the manner described below, until
all amounts owing under this Note are paid in full. All amounts received by
Lender shall be applied first to accrued, unpaid interest, then to unpaid
principal, and then to any late charges or expenses, or in any other order as
determined by Lender, in Lender's sole discretion, as permitted by law.

INTEREST RATE: This Note has a variable interest rate feature. The interest
rate on this Note may change from time to time if the Index Rate identified
below changes. Interest shall be computed on the basis of the actual number of
days over 360 days per year. Interest on this Note shall be calculated and
payable at a variable rate equal to 1.750% per annum over the Index Rate. The
initial interest rate on this Note shall be 3.130% per annum. Any change in the
interest rate resulting from a change in the Index Rate will be effective on:
the first day of the next succeeding Interest Period.

INDEX RATE: The Index Rate for this Note shall be:
SEE ANNEX "A", LIBOR RATE for rate definitions and additional terms.

If the Index Rate is redefined or becomes unavailable, then Lender may select
another index which is substantially similar.

RATE LIMITATIONS: Subject to applicable law, the minimum interest rate on this
Note shall be 3.500% per annum. The maximum interest rate on this Note shall
not exceed 18.00% per annum, or if less, or if a maximum rate is not indicated,
the maximum interest rate Lender is permitted to charge by law. The maximum
rate increase at any one time will be n/a %. The maximum rate decrease at any
one time will be n/a %.

DEFAULT RATE: If there is an Event of Default under this Note, the Lender may,
in its discretion, increase the interest rate on this Note to: eighteen percent
(18.000%) per annum or the maximum interest rate Lender is permitted to charge
by law, whichever is less.

PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to
the following schedule:

71 payments of $19,441.81 beginning December 01, 2002 and continuing at monthly
time intervals thereafter. A final payment of the unpaid principal balance plus
accrued interest is due and payable on November 01, 2008. If the interest rate
changes, the payment amounts may change in an amount sufficient to repay the
unpaid principal balance over the scheduled amortization term. New payments
begin with the first payment after the rate change.

INTEREST SURCHARGE: Borrower agrees to pay an interest surcharge of $ n/a. The
interest surcharge is earned by Lender when paid and is not subject to refund;
however, if this Note is prepaid in full within 90 days after the date of this
Note, Borrower will receive a credit of a pro rata portion of the interest
surcharge, subject to Lender's right to retain a minimum surcharge of $25.00.
PREPAYMENT: This Note may be prepaid in part or in full on or before its
maturity date. If this Note contains more than one installment, any partial
prepayment will not affect the due date or the amount of any subsequent
installment, unless agreed to, in writing, by Borrower and Lender. If this Note
is prepaid in full, there will be: [x] No prepayment penalty. [ ] A prepayment
penalty of:

LATE CHARGE: If a payment is in default 10 days or more, Borrower will be
charged a late charge of :[x] 5.00% of the unpaid payment ; [ ] $___________ or
_____________% of the unpaid payment, whichever is [ ] greater, but not to
exceed $_____________________; [ ]less.
SECURITY: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in all of Borrower's
right, title, and interest in all monies, instruments, savings, checking and
other accounts of Borrower (excluding IRA, Keogh, trust accounts and other
accounts subject to tax penalties if so assigned) that are now or in the
future in Lender's custody or control. [x] If checked, the obligations under
this Note are also secured by the collateral described in any security
instrument(s) executed in connection with this Note, and any collateral
described in any other security instrument(s) securing this Note or all of
Borrower's obligations.

RENEWAL: [ ] If checked, this Note is renewal, but not a satisfaction, of Loan
Number ____________________________________.

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THE PERSONS SIGNING BELOW ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTAND, AND AGREE
TO THE TERMS AND CONDITIONS OF THIS NOTE, INCLUDING THE PROVISIONS ON THE
REVERSE SIDE, AND FURTHER ACKNOWLEDGE RECEIPT OF AN EXACT COPY OF THIS NOTE.

Dated November 08, 2002

CAUTION - IT IS IMPORTANT THAT YOU THOROUGHLY READ THE CONTRACT BEFORE
YOU SIGN IT.

BORROWER: BOYD BROTHERS TRANSPORTATION BORROWER:
CO., INC.

By: /s/ Richard Bailey
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RICHARD BAILEY
CFO

BORROWER: BORROWER:

- --------------------------------------- -----------------------------------

BORROWER: BORROWER:

- --------------------------------------- -----------------------------------

BORROWER: BORROWER:

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TERMS AND CONDITIONS

1. EVENTS OF DEFAULT. An Event of Default will occur under this Note in the
event that Borrower, any guarantor or any other third party pledging
collateral to secure this Note:

(a) fails to make any payment on this Note or any other indebtedness
to Lender when due;

(b) fails to perform any obligation or breaches any warranty or
covenant to Lender contained in this Note, any security instrument,
or any other present or future written agreement regarding this or
any other indebtedness of Borrower to Lender;

(d) sells, conveys, or transfers rights in any collateral securing this
Note without the written approval of Lender; or destroys, loses or
damages such collateral in any material respect; or subjects such
collateral to seizure, confiscation or condemnation;

(e) has a garnishment, judgment, tax levy, attachment or lien entered
or served against Borrower, any guarantor, or any third party
pledging collateral to secure this Note or any of their property;

(f) dies, becomes legally incompetent, is dissolved or terminated,
ceases to operate its business, becomes insolvent, makes an
assignment for the benefit of creditors, fails to pay debts as they
become due, or becomes the subject of any bankruptcy, insolvency or
debtor rehabilitation proceeding;

(g) fails to provide Lender evidence of satisfactory financial
condition;

(h) has a majority of its outstanding voting securities sold,
transferred or conveyed to any person or entity other than any
person or entity that has the majority ownership as of the date of
the execution of this Note; or

(i) causes Lender to deem itself insecure due to a significant decline
in the value of any real or personal property securing payment of
this Note, or Lender in good faith, believes the prospect of
payment or performance is impaired.

2. RIGHTS OF LENDER ON DEFAULT. If there is an Event of Default under this Note,
Lender will be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

(a) to declare the principal amount plus accrued interest under this
Note and all other present and future obligations of Borrower
immediately due and payable in full, such acceleration to be
automatic and immediate if the Event of Default is a filing under
the Bankruptcy Code;

(b) to collect the outstanding obligations of Borrower with or without
resorting to judicial process;

(d) to take possession of any collateral in any manner permitted by
law;

(e) to require Borrower to deliver and make available to Lender any
collateral at a place reasonably convenient to Borrower and Lender;

(f) to sell, lease or otherwise dispose of any collateral and collect
any deficiency balance with or without resorting to legal process;

(g) to set-off Borrower's obligations against any amounts due to
Borrower including, but not limited to, monies, instruments, and
deposit accounts maintained with Lender; and

(h) to exercise all other rights available to Lender under any other
written agreement or applicable law.

Lender's rights are cumulative and may be exercised together, separately, and in
any order. Lender's remedies under this paragraph are in addition to those
available at common law, including, but not limited to, the right of set-off.

3. DEMAND FEATURE. [ ] If checked, this Note contains a demand feature. Lender's
right to demand payment, at any time, and from time to time, shall be in
Lender's sole and absolute discretion, whether or not any default has occurred.

4. FINANCIAL INFORMATION. Borrower will at all times keep proper books of record
and account in which full, true and correct entries shall be made in accordance
with generally accepted accounting principles and will deliver to Lender, within
ninety (90) days after the end of each fiscal year of Borrower, a copy of the
annual financial statements of Borrower relating to such fiscal year, such
statements to include (i) the balance sheet of Borrower as at the end of such
fiscal year and (ii) the related income statement, statement of retained
earnings and statement of cash flow of Borrower for such fiscal year, prepared
by such certified public accountants as may be reasonably satisfactory to
Lender. Borrower also agrees to deliver to Lender within fifteen (15) days
after filing same, a copy of Borrower's income tax returns and also, from
time to time, such other financial information with respect to Borrower as
Lender may request.

5. MODIFICATION AND WAIVER. The modification or waiver of any of Borrower's
obligations or Lender's rights under this Note must be contained in a writing
signed by Lender. Lender may perform any of Borrower's obligations or delay or
fail to exercise any of its rights without causing a waiver of those obligations
or rights. A waiver on one occasion will not constitute a waiver on any other
occasion. Borrower's obligations under this Note shall not be affected if Lender
amends, compromises, exchanges, fails to exercise, impairs or releases any of
the obligations belonging to any co-borrower or guarantor or any of its rights
against any co-borrower, guarantor, the collateral or any other property
securing the obligations.

6. SEVERABILITY. If any provision of this Note is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

7. ASSIGNMENT. Borrower agrees not to assign any of Borrower's rights, remedies
or obligations described in this Note without the prior written consent of
Lender, which consent may be withheld by Lender in its sole discretion. Borrower
agrees that Lender is entitled to assign some or all of its rights and remedies
described in this Note without notice to or the prior consent of Borrower.

8. NOTICE. Any notice or other communication to be provided to Borrower or
Lender under this Note shall be in writing and sent to the parties at the
addresses described in this Note or such other address as the parties may
designate in writing from time to time.

9. APPLICABLE LAW. This Note shall be governed by the laws of the state
indicated in Lender's address. Unless applicable law provides otherwise,
Borrower consents to the jurisdiction of any court located in such state
selected by Lender, in its discretion, in the event of any legal proceeding
under this Note.

10. COLLECTION COSTS. To the extent permitted by law, Borrower agrees to pay
Lender's reasonable fees and costs of attorneys and other agents (including
without limitation paralegals, clerks and consultants), whether or not such
attorney or agent is an employee of Lender, which are incurred by Lender in
collecting any amount due or enforcing any right or remedy under this Note,
whether or not suit is brought, and including, but not limited to, all fees and
costs incurred on appeal, in bankruptcy, and for post-judgment collection
actions.

11. MISCELLANEOUS. This Note is being executed primarily for commercial,
agricultural, or business purposes. Borrower and Lender agree that time is of
the essence. Borrower agrees to make all payments to Lender at any address
designated by Lender and in lawful United States currency. Borrower and any
person who endorses this Note waives presentment, demand for payment, notice of
dishonor and protest and further waives any right to require Lender to proceed
against anyone else before proceeding against Borrower or said person. All
references to Borrower in this Note shall include all of the parties signing
this Note, and this Note shall be binding upon the heirs, successors and assigns
of Borrower and Lender. If there is more than one Borrower their obligations
under this Note shall be joint and several. This Note represents the complete
and integrated understanding between Borrower and Lender regarding the terms
hereof.

12. JURY TRIAL WAIVER. BORROWER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN
ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS NOTE OR THE COLLATERAL
SECURING THIS NOTE.

13. ADDITIONAL TERMS:

SEE ADDENDUM TO PROMISSORY NOTE

ANNEX A

LIBOR RATE

(a) Unless otherwise defined in this Annex, all capitalized terms
used herein shall have the meanings given such terms in the Note to which this
Annex is attached and made a part of (the Note).

(b) The following terms are additionally defined for purposes of
this Annex and, as with all other provisions herein, shall be deemed to be
incorporated into the Note for all purposes. This Annex shall control in the
event any of the following terms are otherwise defined in the Note.

APPLICABLE LIBOR RATE shall mean the LIBOR Rate then in effect plus
1.75%.

BUSINESS DAY shall mean each day on which the Lender is open to carry
on its normal commercial lending business.

INTEREST PERIOD shall mean a period commencing on the date of the Note,
and which shall expire on the day immediately prior to the date that is one, two
or three months thereafter as corresponds to the applicable Libor Reference
Period (hereafter defined). If the Libor Reference Period is 30 days, the
Interest Period shall be one month. If the Libor Reference Period is 60 days,
the Interest Period shall be two months. If the Libor Reference Period is 90
days, the Interest Period shall be three months. Succeeding Interest Periods
shall commence on the day immediately following the expiration date of the
preceding Interest Period.

LIBOR RATE refers to the London Interbank Offered Rate for the
applicable Libor Reference Period as quoted on the Telerate Information System,
page 3750, on the first day of each Interest Period (or in the event no such
quotation is available on such date, as quoted on the day most immediately
preceding the date of determination on which such a quotation was available).

LIBOR REFERENCE PERIOD shall be a period of [ ] 30 days, or [ ] 30, 60
or 90 days, at Borrower's option. If Borrower has the option to select among 30,
60 or 90 day Libor Reference Periods, then at least three (3) Business Days
before the end of the then effective Interest Period (hereafter defined), the
Borrower may select a new Libor Reference Period of 30, 60 or 90 days, to become
effective on the first day of the next succeeding Interest Period. If Borrower
shall at the expiration of any Interest Period fail to elect a new Libor
Reference Period as provided herein, then the duration of the next Libor
Reference Period shall be the same as the previous Libor Reference Period. The
initial Libor Reference Period shall be 30 days.

The Libor Reference Periods, as used herein, are reference rates only,
and the actual Interest Periods under this Note may be for periods of more than,
or less than, 30, 60 or 90 days, as applicable.

ADDENDUM

The provisions of this Addendum shall supplement and be in addition to the
terms and provisions of the promissory note to which this Addendum is attached
(the "Note").

The following provision is added to the Note:

INTEREST RATE: Notwithstanding anything to the contrary contained in
the Note, the interest rate will never be lower than the minimum
interest rate shown in the Note, even if the initial interest rate, as
defined in the Note, is lower than the minimum interest rate. In such
cases, the minimum interest rate will be the initial interest rate.

Except as expressly modified by this Addendum, all terms of the Agreement
remain in full force and effect.