FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

         THIS FIRST  AMENDMENT TO ASSET PURCHASE  AGREEMENT is made this 8th day
of  April,  1997,  by and  among  Direct  Transit,  Inc.,  an  Iowa  corporation
("Seller"),  Charles G. Peterson,  the sole shareholder of Seller  ("Peterson"),
and Swift Transportation Co., Inc., an Arizona corporation ("Purchaser").

         WHEREFORE,  Seller, Peterson and Purchaser have heretofore entered into
that certain Asset Purchase Agreement, dated February 20, 1997; and

         WHEREFORE,  Seller,  Peterson,  and  Purchaser  desire to amend certain
provisions of the Asset Purchase Agreement in order to more fully and accurately
set forth their agreement;

         NOW,  THEREFORE,  in consideration of ten dollars ($10) in hand paid by
each party hereto unto the other, and for other good and valuable consideration,
the receipt  and  sufficiency  of which is  acknowledged  by each party  hereto,
Seller, Peterson and Purchaser hereby agree as follows:

         1. Seller  reaffirms its intention and  acknowledges  its obligation to
sell,  assign  and  otherwise  transfer  to  Purchaser  all of its rights to any
Insurance  Proceeds,  as that term is defined in  Section  4.3.1 of the  Rolling
Stock  Acquisition  Agreement,  in the  manner  required  by the Asset  Purchase
Agreement.

         2.  Section  1.4.2(b)  of the Asset  Purchase  Agreement  is amended by
deleting the word "Seller" in the fourth line thereof and inserting in its place
the word "Purchaser".

         3.  Section  1.3.1(f)  of the Asset  Purchase  Agreement  is amended by
adding  the  following  after  the  final  word  thereof  and  before  the final
semicolon: "; including any and all rights, claims and causes of action accruing
to  Seller  against  Schneider  National,  Inc.  ("Schneider")  as a  result  of
Schneider's breach of any confidentiality agreement with the Seller, but only to
the extent that such breach by Schneider  occurs or continues  after Closing (it
being the intent of the parties that any damages which accrue to the Seller as a
result of a breach by Schneider  which occurs prior to the Closing  shall belong
to the Seller)".

         IN WITNESS  WHEREOF,  the parties  hereto have duly executed this First
Amendment to Asset Purchase Agreement on the date first above written.

SELLER                                  PURCHASER

DIRECT TRANSIT, INC.                    SWIFT TRANSPORTATION CO., INC.


By: /s/ Mark E. Ferdig                  By:/s/ William F. Riley III
- -------------------------------------      -------------------------------------
Its: Vice President                     Its: Executive Vice President
    ---------------------------------       ------------------------------------

PETERSON


/s/ Charles G. Peterson
- ----------------------------------
Charles G. Peterson, individually

by Mark E. Ferdig
his attorney in fact
by power of attorney
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