WAIVER TO NOTE PURCHASE AGREEMENT

    THIS  WAIVER  dated  as  of  March 31, 1997 to the Note  Purchase  Agreement
dated as of October 15, 1995, as amended, is among Covenant  Transport,  Inc., a
Tennessee  corporation  (the  "Company"),  Covenant  Transport,  Inc.,  a Nevada
corporation  (the  "Guarantor"),  and each of the entities  listed on Schedule 1
hereto (the "Noteholders").

                                    RECITALS:

     A.     The Company and the  Guarantor  have  heretofore  entered  into that
certain Note Purchase Agreement dated as of October 15, 1995 (the "Note Purchase
Agreement") with Connecticut General Life Insurance Company, on behalf of one or
more separate  accounts,  Connecticut  General Life  Insurance  Company and Life
Insurance  Company of North America,  as amended  pursuant to that certain First
Amendment to Note Purchase  Agreement and Waiver dated as of April 1, 1996.  The
Company has heretofore  issued  $25,000,000 of its 7.39% Guaranteed Senior Notes
due October 1, 2005 (the "Notes"),  and the Guarantor has heretofore  guaranteed
such Notes, pursuant to the Note Purchase Agreement.

     B.     The  Company, the Guarantor and the Noteholders now desire to enter
into  a  waiver  of  certain  provisions  of  the  Note  Purchase  Agreement  as
hereinafter set forth.

     NOW,  THEREFORE, the Company, the Guarantor and the Noteholders, in consid-
eration of good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, do hereby agree as follows:

     Sections  10.1 and 10.2 of the Note Purchase Agreement are hereby waived in
order  to  permit  the consummation of the transaction described in the attached
Exhibit A.

     This  Waiver  shall be construed in connection with and as part of the Note
Purchase  Agreement, and except as expressly set forth herein, all terms, condi-
tions,  and covenants contained in the Note Purchase Agreement and the Notes are
hereby ratified and shall be and remain in full force and effect.

     Any  and all notices, requests, certificates and other instruments executed
and  delivered  after the execution and delivery of this Waiver may refer to the
Note  Purchase Agreement without making specific reference to this Waiver unless
the context otherwise requires.

     This  Waiver  shall  be  governed  by  and  construed  in  accordance  with
Connecticut law.








     IN  WITNESS  WHEREOF,  the  Company, the Guarantor and the Noteholders have
caused this  instrument  to be executed,  all as of the day and year first above
written.

                                         THE COMPANY:

                                         COVENANT TRANSPORT, INC.,
                                         a Tennessee corporation

                                         By_________________________
                                         Name:
                                         Title:

                                         THE GUARANTOR:

                                         COVENANT TRANSPORT, INC.,
                                         a Nevada corporation

                                         By_________________________
                                         Name:
                                         Title:

                                         THE NOTEHOLDERS:

                                         CONNECTICUT  GENERAL LIFE  INSURANCE
                                         COMPANY,  on  behalf  of one or more
                                         separate     accounts    By    CIGNA
                                         Investments, Inc.

                                         By_________________________
                                         Name:
                                         Title:

                                         CONNECTICUT GENERAL LIFE INSURANCE
                                         COMPANY
                                         By CIGNA Investments, Inc.

                                         By_________________________
                                         Name:
                                         Title:

                                         LIFE INSURANCE COMPANY OF NORTH AMERICA
                                         By CIGNA Investments, Inc.

                                         By_________________________
                                         Name:
                                         Title:







                                   SCHEDULE I

                                   Noteholders

Connecticut General Life Insurance Company,
on behalf of one or more separate accounts

Connecticut General Life Insurance Company

Life Insurance Company of North America