Exhibit 2.2
                                 FIRST AMENDMENT
                           TO ASSET PURCHASE AGREEMENT


         THIS FIRST  AMENDMENT TO  ASSET  PURCHASE  AGREEMENT (the  "Amendment")
is  made  effective  as of  January 22, 2001,  by and among Dick Simon Trucking,
Inc., a  Utah   corporation   ("Simon");  Westway   Express,  Inc.,  an  Indiana
corporation  (the  "Company"); WesternWay  Holdings Co., a Colorado corporation,
the  Company's  sole  shareholder  ("Shareholder");   and   Jerry  D.   McMorris
("McMorris").

                                    RECITALS

         The  parties  previously  entered  into  that  certain  Agreement  (the
"Agreement")  dated December 15, 2000.  Certain events have transpired since the
execution of the Agreement that the parties wish to reflect in writing.

                                      TERMS

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual covenants, representations, and warranties herein contained, and upon the
terms and conditions hereinafter set forth, the parties hereto agree as follows:

         A.  Amendment of  Agreement.  The  provisions of this  Amendment  shall
supplement and amend the Agreement as specifically  stated herein. If there is a
conflict between this Amendment and the Agreement, this Amendment shall control.
Except as stated herein,  the Agreement shall continue in full force and effect.
Capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings ascribed in the Asset Purchase Agreement.

         Section 1.1 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  1.1 Purchase of Specific Assets.  At the Closing,  the Company
         shall sell to Simon and Simon shall purchase for the price set forth on
         Exhibit A attached hereto (the "Purchase Price"),  the assets listed on
         Exhibit A (collectively,  the  "Transferred  Assets") free and clear of
         all liens, claims, encumbrances, security interests, and impairments of
         title of any kind or nature  ("Liens"),  except for Liens to be retired
         pursuant to Section  1.1(i)  hereof.  Simon shall  deliver the Purchase
         Price,  by certified  funds or wire transfer of  immediately  available
         funds,  as follows:  (i) the amount  required to retire all obligations
         and remove all Liens  relating to the  Transferred  Assets (the "Payoff
         Amount") shall be paid to the respective  holders,  as set forth in the
         Payoff  Letters,  as defined in Section  7.4;  (ii) except as otherwise
         provided  herein,  the balance of the Purchase Price shall be delivered
         to the Company at Closing; (iii) the Purchase Price shall be reduced by
         $750 for each trailer  included in the  Subleased  Equipment and $1,200
         for each  tractor  included  in the  Leased  Equipment,  due to certain
         condition factors originally  described in Section 1.4 of the Agreement
         (to the  extent  there are fewer than 234  tractors  and fewer than 264
         trailers, the reduction shall be correspondingly  decreased);  (iv) the
         amount of the useable  portion of any prepaid  licenses  and permits on
         the Transferred Assets, Leased Equipment, and Subleased Equipment as of
         the Closing  being added to the  Purchase  Price and  delivered  to the
         Company at the  Closing  (with the  portion of any  prepaid  license or
         permit later determined to be invalidly  transferred  being refunded by
         the Company to Simon and subject to set-off if not  refunded);  and (v)
         the Deferred Purchase Price shall be retained by Simon and delivered in
         accordance  with Section 1.2. The parties agree that the Purchase Price
         and all other  costs  that are  capable of being  capitalized  shall be
         allocated  among the  Transferred  Assets as set forth on IRS Form 8594
         attached hereto as Exhibit B.

         Section 1.2 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  1.2      Recruitment  Assistance  Fee Payment. Simon shall pay
         to the Company for its  services in  assisting  with Simon's  hiring of
         the  Company's  drivers  the   following   amounts  (the   "Recruitment
         Assistance Fee Payment"):

                           1.2.1  $207,500 plus $2,500  multiplied by the number
                  of employees  drivers  that qualify for and accept  employment
                  with  Simon on or before  Closing  shall be  delivered  at the
                  Closing  (such  amount being set forth under Item 5 on Exhibit
                  A);

                           1.2.2 Within 35 days after the Closing the  following
                  shall be  delivered:  (a) $2,500  multiplied  by the number of
                  employees  drivers that qualify for and accept employment with
                  Simon  after the  Closing  and on or before the 30th day after
                  the  Closing  and  (b)  $2,500  multiplied  by the  number  of
                  independent  contractor drivers that qualify for and accept an
                  independent  contractor contract with Simon before the Closing
                  through the 30th day after the Closing;

                           1.2.3 On the three month  anniversary  of the date of
                  this Agreement,  $250,000 shall be delivered to the Company on
                  such date; and

                           1.2.4  On the  six,  nine,  and  the day  before  the
                  twelve-month  anniversaries  of the  date of  this  Agreement,
                  $250,000 shall be delivered to the Company on each such date.

               Sections  1.2.2,  1.2.3,  and 1.2.4 together being referred to as
the "Deferred Purchase Price."

         Section 1.4 of the  Agreement  is deleted in its  entirety and replaced
with the following:

          1.4  Condition  of  Subleased  Equipment.  With  respect  to  trailers
 included in the  Subleased  Equipment,  any damage to such  trailers  shall  be
 photographed  by Simon and  deviations  from  turn-in  condition  recorded in a
 written  exception  report.  Simon shall return all Subleased  Equipment to the
 location  specified in the underlying  lease at the end of the underlying lease
 relating to the Subleased Equipment

  (i) in substantially the same condition as when received,  taking into account
  the  condition  of the  trailers as set forth in the  photographs  and written
  exception  report,  reasonable  wear  and tear excepted, provided further that
  such    subleased   equipment   shall    be    returned   in   Department   of
  Transportation roadworthy condition, or (ii) promptly remit to the Company the
  amount  necessary to bring such trailers into the required  condition.  On the
  six-month  anniversary  of the  Closing,  Simon  shall  submit to the  Company
  maintenance  records  with  respect  to each trailer included in the Subleased
  Equipment.  In the event subleases with respect to the Subleased Equipment are
 not converted into a new lease,  Simon  shall submit to the Company maintenance
 records with respect to each  trailer  included in the Subleased Equipment upon
 expiration of the Company's underlying  lease with  respect  to  the  Subleased
 Equipment. Excluding  routine  maintenance,  if the maintenance records for the
 Subleased Equipment fail to reflect an average repair cost of at least $750 per
 trailer in labor, parts,   and supplies  during the six month period  following
 the Closing,  Simon shall   pay to  the Company the difference between $750 and
 the average repair costs times the number of trailers included in the Subleased
 Equipment, on  the  six  month  anniversary of the Closing. Except as set forth
 herein, Simon acknowledges that  such Subleased Equipment is used equipment and
 is leased AS IS where is or with no warranty  either expressed or implied as to
 the condition or fitness of the Subleased  Equipment for its intended use.

         Section 1.8 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  1.8 Risk of Loss.  Subject to Section 9.1 and  notwithstanding
         Section  1.3,  1.4, or 1.5,  the  Company  shall bear the risk of loss,
         whether by wreck, theft, fire, loss, or out-of-service  generally,  and
         repair  to the  Transferred  Assets,  Leased  Equipment  and  Subleased
         Equipment  prior  to the  Closing,  including  the cost of  repair  for
         material damage,  restoration to operating condition,  or locating lost
         equipment where such material  damage,  loss, or cessation of operation
         occurs  prior to the  Closing;  provided  however,  in lieu of  repair,
         replacement,  or restoration,  at Simon's option it may (i) require the
         Company  to, and the  Company  shall,  assign to Simon  proceeds of any
         insurance claim which are deemed adequate by Simon to repair,  replace,
         or restore,  and Simon shall accept the equipment,  (ii) in the case of
         Transferred Assets,  reject, and the Company shall retain the equipment
         together with any insurance claims and reduce the Purchase Price by the
         amount of the Purchase Price allocable to such Transferred  Assets,  or
         (iii) in the case of Leased Equipment or Subleased  Equipment,  reject,
         and the Company shall retain the equipment and such equipment shall not
         be the subject of any lease or  sublease.  If the Company  retains such
         equipment, the Company will indemnify,  defend, and hold Simon harmless
         from any lease  obligations  with respect to such equipment as provided

         in Section  10.2 hereof.  Subject to Section 9.1,  Simon shall bear the
         risk of loss to the Transferred Assets, Subleased Equipment, and Leased
         Equipment after the Closing.


         Section 1.9 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  1.9 Albuquerque Lease. Simon shall lease the property owned by
         the Company in  Albuquerque,  New Mexico  through June 30,  2001,  at a
         monthly  rental of  $12,500,  with Simon to pay  utilities,  subject to
         Section  9.14,  taxes,  insurance,  and upkeep  arising in the ordinary
         course of  business,  pursuant to the lease  attached as Exhibit C (the
         "Lease").  The Lease  shall be an  aboveground  lease only and  provide
         Simon with a right of first refusal on any sale of the subject property
         during the term, or prior to the expiration, of the Lease.

         Section 2.13.3 of the Agreement is deleted in its entirety and replaced
with the following:

                           2.13.3 The Disclosure Schedule identifies each of the
                  Company's  employee benefit plans, and all retirement,  profit
                  sharing,  defined contribution,  and defined benefit plans, as
                  well as any  severance,  vacation  pay,  health  and  welfare,
                  workers'  compensation,  employment,  or other  agreements  or
                  obligations (oral or written) relating to current,  former, or
                  retired  employees  of the  Company  (collectively,  "Plans").
                  Except as set forth on the Disclosure  Schedule,  no Plan is a
                  multi-employer  or a defined  benefit  plan,  and  neither the
                  Company  nor  any  predecessor  or  Affiliate  (which  for all
                  purposes  in  this  Agreement   means  any  person  or  entity
                  controlling,  controlled  by,  or under  common  control  with
                  another person or entity) of the Company or a predecessor  has
                  ever been a party to or sponsored a multi-employer  or defined
                  benefit plan. Except as set forth on the Disclosure  Schedule,
                  the  Company  is not a member of a group of  businesses  under
                  common control or businesses constituting a single employer (a
                  "Group"),  except a Group in which no member  has been a party
                  to a defined  benefit  plan,  nor,  except as set forth on the
                  Disclosure  Schedule,  does the  Company  have any  current or
                  projected  liability  with respect to (i)  post-employment  or
                  post-retirement   pension   benefits  for  former  or  retired
                  employees of the Company,  affiliated entities, or a member of
                  a Group or (ii) any Plans.

         Section 3.2 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  3.2 Employee Benefits. The Disclosure Schedule identifies each
         of the Company's Plans. Except as set forth on the Disclosure Schedule,
         no Plan is a multi-employer  or a defined benefit plan, and neither the
         Company nor any predecessor or Affiliate of the Company has ever been a
         party to or sponsored a multi-employer  or defined benefit plan. Except
         as set forth on the Disclosure Schedule, the Company is not a member of
         a  Group,  except a Group  in  which  no  member  has been a party to a
         defined  benefit  plan,  nor,  except  as set  forth on the  Disclosure
         Schedule, does the Company have any current or projected liability with
         respect to  post-employment  or  post-retirement  pension  benefits for
         former or retired employees of the Company,  affiliated entities,  or a
         member of a Group.

         Section 3.3 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  3.3 Environment, Health, and Safety. With regard to its leased
         or owned  premises  which Simon will  assume or lease,  the Company has
         complied with all Environmental Laws, and no action, suit,  proceeding,
         hearing, investigation, charge, complaint, claim, demand, or notice has
         been filed or  commenced  against it alleging  any failure so to comply
         nor does McMorris have knowledge of any factual basis therefor,  except
         as provided in the Phase I Environmental Inspection attached as Exhibit
         M. The  Company has  obtained  and been in  compliance  with all of the
         terms and conditions of all Permits  required  under all  Environmental
         Laws.

         Section 5.1 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  5.1 Assigned  Equipment  Leases.  Subject to adjustment  under
         Section  1.8,  at the  Closing  Simon shall enter into a new lease with
         Mercedes-Benz Credit Corporation for 247 Freightliner tractors, or such
         lesser  amount that equals the number of Company  drivers  that qualify
         for and accept  employment  with  Simon,  less fifty (50) (the  "Leased
         Equipment")  The  lease  shall be on  terms  acceptable  to  Simon  and
         Mercedes-Benz Credit Corporation ("MBCC"); provided, MBCC will not hold
         Simon  responsible  for  defaults,  penalties,  amounts,  or late  fees
         arising on or prior to Closing  under the existing  leases  between the
         Company  and MBCC.  The  parties  acknowledge  that it may not be until
         post-Closing  that the number of  tractors to be included in the Leased
         Equipment  is  determined,  when  the  final  Company  driver  count is
         determined.  If a tractor  under lease with MBCC is  excluded  from the
         Leased Equipment,  the Company shall retain such tractor(s),  the lease
         payment shall be reduced  accordingly,  and amounts  mistakenly paid to
         MBCC shall be subject  to  set-off..  Simon  shall be  responsible  for
         fulfilling all turn in requirements.

         Section 5.2 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  5.2 Commerce City Leases.  At the Closing,  Simon shall assume
         the Commerce  City real estate  leases (the  "Commerce  City  Leases"),
         subject to leases  providing for continued  subtenants on substantially
         the same terms until December 2001, such that the net rental to be paid
         by  Simon   (including  the  amount  for  leasehold   improvements)  is
         approximately  $15,000,  pursuant  to the  Commerce  City  Real  Estate
         Assignment and Assumption Agreement attached as Exhibit G or such other
         agreement as is acceptable to Simon, the Company, and the landlord.  Of
         this amount Simon shall pay to Company the monthly amount of $5,250 for
         leasehold improvements, which shall be due and payable at the same time
         that monthly  rental  payments are due under the Commerce  City Leases.
         Anything to the contrary notwithstanding, the Smith Development Company
         Lease shall be an aboveground lease. Simon shall not be responsible for
         any underground storage tank removal or environmental remediation,  and
         Simon  shall  only be  responsible  for  environmental  remediation  it
         directly caused.  Any rental payments made by Simon, less rental income
         received,  for January 2002 on the Riss property  shall be eligible for
         set-off hereunder.

         Section 5.6 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  5.6  Liabilities  Not Assumed.  Except as provided in Sections
         5.1, 5.2, 5.3,  5.4, and 5.5,  Simon is not assuming,  and shall not be
         deemed to have assumed,  any liabilities or obligations of the Company,
         Shareholder,  or  McMorris  of any kind or nature  whatsoever.  Without
         limiting the  generality  of the  foregoing,  it is hereby  agreed that
         Simon is not  assuming,  and shall not be deemed to have  assumed,  any
         liability and shall not have any  obligation for or with respect to any
         liability or obligation of or relating to the Company,  Shareholder, or
         McMorris (i) for any prepayment penalty,  late fee, interest,  or other
         amount arising  before or as of the date of Closing on the  Transferred
         Assets; (ii) any payment,  penalty, late fee, interest, or other amount
         arising  before or as of the date of Closing on the Assigned  Equipment
         Leases, Assigned Real Estate Leases, or Subleased Equipment;  (iii) for
         wages,  bonuses,  accrued vacation or sick leave, or other payments due
         for any reason to the Company's employees for periods during which they
         were employees of the Company; (iv) for any sales, use, excise, income,
         franchise, or other taxes, or any legal, accounting, brokerage, finders
         fees, or other  expenses of whatsoever  kind or nature  incurred by the
         Company,  McMorris, or the Shareholder,  except for sales or use tax or
         taxes  arising  from the sale of  assets as set  forth in  Section  1.6
         hereof; (v) arising out of any action, suit, claim, or proceeding based
         upon,  any event  occurring  prior to the  Closing;  or (vi) claims for
         withdrawal liability, unpaid contributions,  unpaid wages and benefits,
         health  or  workers'   compensation   amounts,  or  post-employment  or
         post-retirement  benefits.  Other than the  limited  assumption  of the
         Assigned  Equipment Leases and the Assigned Real Estate Leases, and the
         sublease of the Subleased Equipment,  the Company and Shareholder shall
         indemnify, defend, and hold harmless Simon against all such liabilities
         of the Company,  McMorris, and Shareholder as provided in Section 10.2.
         McMorris  shall  indemnify,  defend,  and hold  harmless  Simon only as
         provided  in Section  10.3.  All  employees  of the  Company who may be
         employed by Simon on or after the  Closing  shall be new  employees  of
         Simon and any prior  employment by the Company of such employees  shall
         not  affect  entitlement  to, or the  amount  of,  salary or other cash
         compensation,  current or deferred,  which Simon may make  available to
         its  employees,  except as otherwise  required by law, as determined by
         Simon.

         Section 5.9 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  5.9  Sublease  of  Trailers.  At  the  Closing,  Simon  hereby
         subleases from the Company all 278 of the refrigerated  trailers leased
         by the Company from  Provident  and  TransLease,  as such  trailers are
         listed on attached  Exhibit F, subject to adjustment  under Section 1.4
         and Section 1.8 (the "Subleased  Equipment").  Simon shall be presented
         at or prior to  Closing  the  lessor  estoppel  letters  in the form of
         Exhibit E attached  hereto  with  respect to the  Subleased  Equipment.
         Simon's  obligations  under the  sublease  shall be on the same  terms,
         conditions  and rental as the  underlying  lease,  excluding late fees,
         penalties,  and other amounts (where the factual basis  underlying such
         amount occurred pre-Closing) for the balance of the underlying lease or
         until a new lease  with  respect  to such  trailers  is  executed.  The
         Company,  as sublessor,  except as provided below, shall be entitled to
         all rights and protections  afforded under the underlying leases to the
         Lessor  thereunder.  Simon  shall have no  obligation  to  satisfy  any
         defaults,    penalties,    amounts   arising   pre-Closing,    buy-back
         requirements,  trade-in requirements,  TRAC payments, or late fees with
         respect to the Subleased  Equipment,  except  rental  payments and late
         fees arising after the Closing.  The condition  requirements  regarding
         the Subleased  Equipment upon return of such Subleased  Equipment is as
         provided in Section  1.4.  The  Company  shall  tender at Closing,  and
         Simon, unless a new lease with respect to such trailers is executed and
         provides otherwise,  shall return prior to expiration of the lease, the
         trailers  in the  condition  set  forth in  Section  1.4,  as  adjusted
         thereunder.  Simon,  at its option and as agent of the  Company,  shall
         tender all lease payments directly to the Lessors.  Simon will promptly
         provide  copies  of  all  notices,  if  any,  regarding  the  Subleased
         Equipment to the Company.  The Company  shall be named as an additional
         insured on all of Simon's  insurance  coverage  regarding such trailers
         until such time as a new lease is executed.

         Section 8.1 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  8.1 Time. The transactions  contemplated   by  this  Agreement
           shall be consummated at a Closing to be held at the  offices of Jones
           &  Keller  in  Denver,  Colorado  and  be  effective at 12:00 a.m. on
           January 22, 2001.

         Section 8.3 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  8.3 At the  Closing,  Simon  shall  deliver to the Company the
         Cash Purchase Price, together with a payment of prorated rental amounts
         for the month of Closing for all assumed Real Estate  Leases,  together
         with Company  deposits,  as set forth in  paragraph 5. Rental  payments
         shall be  prorated  on the  basis of the  number  of days in the  month
         before the Closing and on and after the date of Closing.  The  Estoppel
         Letters,  attached  as Exhibit E will  provide  that the Company is not
         liable for rental amounts accruing on and after the closing.

         Section 9.8 of the  Agreement  is deleted in its  entirety and replaced
with the following:

                  9.8 Inventory Count and Miscellaneous  Equipment Verification.
         Prior to the Closing, Simon and the Company shall conduct an inspection
         and physical count, if necessary, of the assets described on Exhibit A,
         other than  Qualcomm  units,  to see if such assets are usable to Simon
         and agree on a price for such assets.  Before or after  Closing,  Simon
         and the Company shall conduct an inspection  and physical  count of the
         Qualcomm  units  described  on  Exhibit  A to  verify  such  units  are
         functioning  properly and have firmware level 15.58 and above on 15 Mgz
         units  and 14.09 or 14.10 on 12.5 Mgz  units or are  upgraded  prior to
         Closing,  at the Company's  cost, to include such firmware,  along with
         all necessary  wiring,  harnesses,  and  accessories.  In the event any
         Qualcomm unit does not meet the required condition,  Simon shall reduce
         the  purchase  price to be paid at Closing by $1,200  unit and  deliver
         $1,200/unit to the Company within ten days of when the Qualcomm unit is
         presented  in the  required  condition.  Assets  that  are  transferred
         hereunder shall be considered Transferred Assets.

         A new Section 9.11 is added to the Agreement to provide as follows:

         Section  9.11  Return of  Certain  Trailers;  Rental of  Trailers.  The
Company covenants and agrees that until the Closing it will use its best efforts
to  return  all  trailers  leased by the  Company  with 42 inch king pins to the

Commerce  City  terminal of the Company at the Company's  cost.  After  Closing,
Simon  covenants and agrees to use its best efforts to return all remaining such
trailers at Simon's  cost to the  Commerce  City  terminal or the Salt Lake City
Wabash  dealer,  at the Company's  option.  Any such trailers that Simon uses to
transport  freight  shall be rented from the Company on a weekly  basis,  at the
monthly  rental  payable by the  Company on its  leases  for such  trailers  and
including the Company's license fee for such trailers both pro-rated on a weekly
basis  based upon a four week  month.  Simon shall remit to the Company any sums
owing  hereunder  when the first  Deferred  Purchase Price Payment is made under
Section  1.2.3.  Simon  shall  provide  the Company  such  documentation  as may
reasonably be requested to verify the use of such trailers to transport freight.
Simon will use its best efforts to obtain an unrelated third party sublessor for
up to 100 of such trailers.

         A new Section 9.12 is added to the Agreement to provide as follows:

         Section 9.12  Employment  of Guy Goar.  Simon  covenants  and agrees to
employ Guy Goar for at least 90 days  following  Closing at a salary rate of not
less than  $85,000/annually  or, at Simon's  option,  pay Mr. Goar not less than
$21,250,  either  by lump sum or over a period  not to  exceed  90 days from the
Closing.

         A new Section 9.13 is added to the Agreement to provide as follows:

         Section 9.13 Storage Tanks. The Company covenants and agrees that at or
prior to Closing it will have emptied any  underground  storage tanks located on
the Commerce City and Albuquerque  properties,  performed,  at its expense,  all
suggested  actions with respect to the new oil  aboveground  tank located inside
the maintenance building on the Commerce City property,  as described in Exhibit
N attached hereto, and removed the used oil aboveground tank located outside the
maintenance building on the Commerce City property.

         A new Section 9.14 is added to the Agreement to provide as follows:

         Section 9.14 Temporary Use of Albuquerque  Office Space. From and after
the Closing,  for a period of up to two months, the Company shall have the right
to use without any Rental  Payment that portion of the large office  building at
the Albuquerque  terminal as is necessary for finalizing the Company's financial
obligations.  The Company shall  promptly pay any utilities  with respect to the
large office building or remit to Simon any utilities paid by Simon on behalf of
the Company with respect to the large office building.

         A new Section 9.15 is added to the Agreement to provide as follows:

         Section 9.15.     Driver  Deposits.  The Company  covenants  and agrees
that  it  will  use  its  best  efforts  to  reconcile  and pay all employee and
independent  contractor  deposits  to  the  appropriate driver within 30 days of
Closing.

         Section  10.2 of the  Agreement is deleted in its entirety and replaced
with the following:

                  10.2  Indemnification  by the  Company  and  Shareholder.  The
         Company  and  Shareholder,  jointly  and  severally,  shall  indemnify,
         defend,  and hold harmless Simon,  its successors,  assigns,  officers,
         directors,  employees,  agents, and Affiliates from and against any and
         all claims, causes of action, suits, judgments, taxes, losses, damages,
         deficiencies,  obligations,  fines,  costs,  and  expenses  (including,
         without limitation,  interest, penalties, and reasonable fees and costs
         of attorneys and other experts)  arising out of or otherwise in respect
         of any claim, action, suit, proceeding or investigation, whether civil,
         administrative,  investigative,  or  otherwise  with regard to: (i) any
         misrepresentation,  inaccuracy  in, or  breach  of any  representation,
         warranty,   covenant,  or  agreement  of  the  Company  or  Shareholder
         contained  in this  agreement or any  contract  executed in  connection
         herewith;  (ii) any liability of the Company or Shareholder whatsoever,
         including any third-party  claims,  arising from the act or omission of
         the Company or Shareholder, either prior to or after the Closing; (iii)
         any obligations relating to tractors included in the Assigned Equipment
         Leases  or  trailers  included  in the  Subleased  Equipment  that  are
         retained by the Company;  (iv) any and all lease obligations arising or
         relating to the Subleased  Equipment other than as set forth in Section
         10.4(iv), 5.9, 1.8 and 1.4; (v) without in an way limiting the scope of
         Section  2.14,  any  liability  of the  Company or any  predecessor  or
         Affiliate  for (a) the  handling  or  disposal  of any  substance,  (b)

         arranging for the disposal of any substance,  (c) exposing any employee
         or other  individual to any  substance or  condition,  or (d) owning or
         operating  any property or facility,  in any manner that could form the
         basis for any  present or future  action,  suit,  proceeding,  hearing,
         investigation,  charge,  complaint,  claim, or demand for damage to any
         site,  location,  or body of water  (surface  or  subsurface),  for any
         illness of or personal injury to any employee or other  individual,  or
         for any other reason,  under any Environmental Law; and (vii) any cargo
         damage, overcharge, or other claims made or threatened against Simon by
         customers of the Company for shipments dispatched prior to Closing.

         Section  10.3 of the  Agreement is deleted in its entirety and replaced
with the following:

                  10.3  Indemnification  by McMorris.  McMorris shall indemnify,
         defend,  and hold harmless Simon,  its successors,  assigns,  officers,
         directors,  employees,  agents, and Affiliates from and against any and
         all claims, causes of action, suits, judgments, taxes, losses, damages,
         deficiencies,  obligations,  fines,  costs,  and  expenses  (including,
         without limitation,  interest, penalties, and reasonable fees and costs
         of attorneys and other experts)  arising out of or otherwise in respect
         of any claim,  action,  suit,  proceeding,  or  investigation,  whether
         civil, administrative,  investigative, or otherwise with regard to: (i)
         any misrepresentation,  inaccuracy in, or breach of any representation,
         warranty,   covenant,  or  agreement  of  McMorris  contained  in  this
         Agreement;  (ii)  without in any way limiting the scope of Section 3.3,
         any  liability  of the Company or any  predecessor  or  Affiliate  that
         McMorris had knowledge of (other than off-site disposal of hydrocarbons
         and other  materials  and de minimis  spills of  hydrocarbons,  both as
         described on the Disclosure  Schedule and other than the  contamination
         of the  Commerce  City  properties  described in Exhibit M) for (a) the
         handling or disposal of any  substance,  (b) arranging for the disposal
         of any substance,  (c) exposing any employee or other individual to any
         substance  or  condition,  or (d) owning or  operating  any property or
         facility,  in any manner  that could form the basis for any  present or
         future  action,  suit,  proceeding,  hearing,  investigation,   charge,
         complaint,  claim, or demand for damage to any site, location,  or body
         of water (surface or subsurface), for any illness of or personal injury
         to any employee or other individual,  or for any other reason under any
         Environmental Law.

         Section  10.4 of the  Agreement is deleted in its entirety and replaced
with the following:

                  10.4 Indemnification by Simon. Simon shall indemnify,  defend,
         and hold harmless the Company, McMorris, and Shareholder,  their heirs,
         successors,   assigns,  officers,  directors,  employees,  agents,  and
         Affiliates  from and  against  any and all  claims,  causes of  action,
         suits, judgments,  taxes, losses, damages,  deficiencies,  obligations,
         fines, costs, and expenses  (including,  without limitation,  interest,
         penalties,  and  reasonable  fees,  and  costs of  attorneys  and other
         experts)  arising out of or otherwise in respect of any claim,  action,
         suit,  proceeding,  or  investigation,  whether civil,  administrative,
         investigative,  or otherwise with regard to: (i) any misrepresentation,
         inaccuracy in, or breach of any representation,  warranty, covenant, or
         agreement of Simon contained in this Agreement or any contract executed
         in connection  herewith;  (ii) any  third-party  claims relating to the
         ownership or operation of the Transferred Assets,  Subleased Equipment,
         or Leased Equipment by Simon, the factual basis of which transaction or
         claim (other than the lease agreements  themselves) arose subsequent to
         the Closing; (iii) any and all lease obligations arising or relating to
         the  Assigned  Equipment  Leases  (other  than as set forth in  Section
         10.2(iii)),  or the Assigned Real Estate  Leases,  the factual basis of
         which  transaction or claim arose  subsequent to the Closing;  (iv) any
         and all obligations  arising as a result of the Sublease of Trailers as
         provided in Section  5.9,  as modified by Section 1.4 and Section  1.8;
         (v) any  sales or use  taxes  arising  from the  purchases  under  this
         Agreement;  (vi) leasing or trust arrangements under Section 9.7; (vii)
         Simon's failure to re-license the tractors and trailers included in the
         Transferred  Assets;  and (viii) death,  injury,  or claim to or by any
         person or property  arising from or occurring  in  connection  with the
         operation,  maintenance,  ownership,  or use of the Transferred Assets,
         Subleased Equipment, or Leased Equipment by Simon, including where such
         death,  injury, or claim is based upon expressed or implied warranties,
         and  notwithstanding  the  provisions of Sections 1.3, 1.4, and 1.5, or
         Simon's use of the Company's name or operating authority, or by Simon's
         assigns.

         B.       Amendment  to  Exhibits  and  Addition  of  Exhibits.  Certain
amendments  are  made  to  the Exhibits attached to the Agreement and additional
Exhibits are inserted as attached hereto.





                      * * * * * * * * * * * * * * * * *

              Signature Page to the First Amendment to the Agreement
                        Among Dick Simon Trucking, Inc.,
                             Westway Express, Inc.,
                          WesternWay Holdings Co., and
                                Jerry D. McMorris


         IN WITNESS  WHEREOF,  the parties have executed  this  Amendment of the
day, month, and year first written above.


SELLER:                                              BUYER:

WESTWAY EXPRESS, INC.,                               DICK SIMON TRUCKING, INC.,
an Indiana corporation                               a Utah corporation



By: /s/ Jerry D. McMorris                            By: /s/ Jon Isaacson

    Jerry D. McMorris, Chairman                      Jon Isaacson, President



SHAREHOLDER:

WESTERNWAY HOLDINGS CO.


By: /s/ Jerry D. McMorris

    Jerry D. McMorris, Chairman


/s/ Jerry D. McMorris

JERRY D. McMORRIS



Individually,  as to Sections 1.7, 3, 5.5, 5.6, 6, 7.1, 7.6,  8.2.4,  9, 10, 11,
and 12









                                  EXHIBIT INDEX


                                                          
- ------------------------------------------------------------ ---------------------------------------------------------
Exhibit                                                      Description
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
A                                                            Transferred Assets
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
C                                                            Albuquerque Lease
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
D                                                            Disclosure Schedule
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
F                                                            Subleased Equipment List
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
J-1                                                          Closing Certificate of the Company
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
J-2                                                          Closing Certificate of the Shareholder
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
L                                                            Form of Bill of Sale
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
M                                                            Phase I Environmental Inspection
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
N                                                            Inspection Letter
- ------------------------------------------------------------ ---------------------------------------------------------