BOYD BROS TRANSPORTATION INC
EX-10.1 PACCAR FINANCIAL AGREEMENT 04/03/03
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g84340exv10w1.txt
<DESCRIPTION>EX-10.1 PACCAR FINANCIAL AGREEMENT 04/03/03
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

[PACCAR                                                      SECURITY AGREEMENT
FINANCIAL LOGO]                                     RETAIL INSTALLMENT CONTRACT
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               SELLER                           BUYER

NAME       Kenworth of Dothan, Inc.    NAME      Boyd Bros. Transportation Inc.

PLACE OF   461 Ross Clark Cir.         STREET    825 West Leffels Lane
BUSINESS   Dothan, AL 36303-           ADDRESS   Springfield, OH 45506-
MAILING    461 Ross Clark Cir.         MAILING   825 West Leffels Lane
ADDRESS    Dothan, AL  36303-          ADDRESS   Springfield, OH 45506

Seller hereby sells, and Buyer (meaning all undersigned buyers, jointly and
severally) hereby purchases, subject to the terms set forth below and on any
attachments hereto, the following described vehicle (the "Vehicle"), delivery
and acceptance of which in good order Buyer hereby acknowledges.

Buyer hereby grants a security interest in the Vehicle and any additional
collateral (collectively the "Collateral"), and any Additions and Accessions
thereto (as defined below), to Seller and its assigns to secure prompt payment
of the indebtedness herein and performance of Buyer's other obligations,
including any additional indebtedness incurred as provided by this Contract and
any extensions and renewals of the obligations and future advances and is
subject to paragraph 16 "Cross Collateral" and the other provisions below. The
security interest extends to the proceeds of the Collateral and the proceeds of
any insurance policy.

Buyer also acknowledges that Seller has offered to sell the Vehicle for the
cash price indicated, but that the Buyer has chosen to purchase on the terms
and conditions of this Contract.

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         DESCRIPTION OF VEHICLE COLLATERAL (for security purposes only)
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                                  [ILLEGIBLE]
-------------------------------------------------------------------------------
        DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING
-------------------------------------------------------------------------------
                                                       Total:       $917,031.25
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                       DESCRIPTION OF TRADE-IN EQUIPMENT
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                                  [ILLEGIBLE]
-------------------------------------------------------------------------------
        DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING
-------------------------------------------------------------------------------
                                             Total:    $0.00     $0.00
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                         ITEMIZATION OF AMOUNT FINANCED
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  TOTAL CASH PRICE:                      Cash Price  $917,031.25
                                          Sales Tax         $0.00
                                          Title Fee         $0.00
  1.                               TOTAL CASH PRICE                 $917,031.25
  DOWN PAYMENT:                        Net Trade-in         $0.00
                                               Cash         $0.00
  2.                             TOTAL DOWN PAYMENT                       $0.00
  3. UNPAID CASH PRICE (1-2)                                        $917,031.25
  4. TOTAL AMOUNT OF INSURANCE
  PREMIUMS (4A+4B) FEES:                                                  $0.00
  (Itemize)                      5A. Official Fee(s)        $0.00
                        5B. Document Preparation Fee        $0.00

  5.                              TOTAL FEES (5A+5B)                      $0.00

  6. PRINCIPAL BALANCE (Basic Time Price (3+4+5)                    $917,031.25
  7. FINANCE CHARGE - [Time Price Differential-(Section 17)]         $89,169.95

  8. CONTRACT BALANCE (Time Balance) (6+7)                        $1,006,201.20
  9. TOTAL TIME SALE PRICE (1+4+5+7)                              $1,006,201.20
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Debt-
JE
Cr   2332.35   (1,006,201.20)
Dr   1221.00   (1,006,201.20)


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Page 1 of 4 of Security Agreement dated on or about April 3, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an Item of Collateral with the following Vehicle
Identification Number: 1XKADB9X74J050483.
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-------------------------------------------------------------------------------
                                                            Printed Apr-2-2003
Cat No. 1258A (CA-97) OTIS Version 1.3.0                      BUYER'S INITIALS
                       ORIGINAL FOR PACCAR FINANCIAL CORP          [ILLEGIBLE]
<PAGE>
[PACCAR                                                       SECURITY AGREEMENT
 FINANCIAL LOGO]                                     RETAIL INSTALLMENT CONTRACT
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                                PAYMENT SCHEDULE
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THE CONTRACT BALANCE (ITEM 8) IS PAYABLE TO THE SELLER OR HIS ASSIGNEE BASED ON
THE FOLLOWING SCHEDULE:

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------
First Installment   No. of Installments  Amount Each     First Installment   No. of Installments  Amount Each
<S>                 <C>                 <C>             <C>                 <C>                  <C>
1. MAY 18, 2003              60          $16,770.02
-------------------------------------------------------------------------------------------------------------
</Table>

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                                   INSURANCE
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4A. PHYSICAL DAMAGE INSURANCE is required. Buyer may provide such insurance
through any insurance company authorized to do business in this state, although
Seller, as to dual interest insurance, may reject any insurer for reasonable
cause.

PHYSICAL DAMAGE INSURANCE IS NOT FINANCED IN THIS CONTRACT.
4B. CREDIT LIFE, CREDIT ACCIDENT AND HEALTH are not required by Seller, are not
a factor in approval of credit, and are not included.

<Table>
<Caption>
---------------------------------------------------------------------------------------
I DESIRE                               INSURANCE COMPANY        TERM           PREMIUM
---------------------------------------------------------------------------------------
<S>                                     <C>                     <C>             <C>
N/A CREDIT LIFE INSURANCE               N/A                      N/A            $0.00
N/A CREDIT ACCIDENT & HEALTH INSURANCE  N/A                      N/A            $0.00
</Table>

Buyer acknowledges disclosure of insurance charges above and requests and
authorizes Seller to obtain insurance coverage checked and include the cost in
Item 4.

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                             AGGREGATE AMOUNT OF INSURANCE PREMIUM (4A-4B) $0.00
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                         BUYER REPRESENTS AND WARRANTS
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The Collateral is to be used for business and commercial purposes, and not for
agricultural purposes or for personal, family or household use.
The Collateral will be titled in the state of OH.

 Buyer's chief place of business is located at   STREET    825 West Leffels Lane
                                                 CITY      Springfield
                                                 COUNTY    Clark
                                                 STATE     OH
                                                 ZIP CODE  45506-

Buyer will immediately notify Seller in writing of any change in the above
address or location.
This contract is entered into in the State of Alabama and is governed by its
laws.

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                               DELINQUENCY CHARGE
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For each installment not paid when due, Buyer agrees to pay Seller a delinquency
charge calculated thereon at the rate of 1 1/2% per month for the period of
delinquency or, at Seller's option, 5% of such installment, provided that such a
delinquency charge is not prohibited by law, otherwise at the highest rate Buyer
can legally obligate itself to pay and/or Seller can legally collect.



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Page 2 of 4 of Security Agreement dated on or about April 3, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKADB9X74J050483.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cat. No. 1258A (CA-97) OTIS Version 1.3.0                     Printed Apr-2-2003
                      ORIGINAL FOR PACCAR FINANCIAL CORP.       BUYER'S INITIALS
                                                                     [ILLEGIBLE]


<PAGE>
[PACCAR FINANCIAL LOGO]                                       SECURITY AGREEMENT
                                                     RETAIL INSTALLMENT CONTRACT

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1. CERTIFICATE OF TITLE - LIENS.

Buyer agrees that any Certificate of Title on the Collateral will show Seller's
security interest (lien) and will be delivered promptly to Seller. Seller has
the right to hold the Certificate of Title until Buyer pays all indebtedness and
performs all other obligations under this Contract. Buyer promises not to give
any other party a lien or security interest in the Collateral without Seller's
written Consent. Buyer promises not to part with possession of, sell or lease
the Collateral without Seller's written approval. Buyer hereby (a) agrees that
from time to time, at the expense of the Buyer, Buyer will promptly execute and
deliver all further instruments and documents, and take all further action that
may be necessary or desirable, or that Seller may request, in order to perfect
or protect any security interest granted or purported to be granted hereby or to
enable Seller to exercise and enforce its rights and remedies hereunder with
respect to any Collateral, and

(b) grants to Seller the power to sign Buyer's name and on behalf of Buyer to
execute and file applications for title, transfers of title, financing
statements, notices of lien and other documents pertaining to any or all of the
Collateral.

2. ASSIGNMENT.

Seller has the right to assign this Contract to PACCAR Financial Corp. If
Seller does assign it, PACCAR Financial Corp. will take all of the Seller's
right, title and interest under this Contract (including Seller's interest in
the Collateral). Thereafter, the term "Seller" in this contract shall mean
PACCAR Financial Corp. This means, among other things, that Buyer will be
required to make the payments under this Contract directly to PACCAR Financial
Corp. Buyer agrees that if Seller assigns this Contract, and  PACCAR Financial
Corp. sues Buyer to collect any amount Buyer owes to PACCAR Financial Corp. or
to enforce any of Buyer's other obligations to PACCAR Financial Corp. Buyer
will not assert any claim or defense Buyer has against Seller as a claim,
defense, or setoff against PACCAR Financial Corp.

3. INSURANCE.

Buyer agrees to keep the collateral continuously insured against fire, theft,
collision, and any other hazard Seller specifies by an insurance company Seller
has approved. The amount of insurance shall be the full insurable value of the
Collateral or the full amount of all obligations this Contract secures,
whichever is greater. The insurance policy shall provide, in a form acceptable
to Seller, for payment of any loss to Seller. Buyer shall deliver promptly to
Seller certificates or, if requested, policies of insurance satisfactory to
Seller, each with a loss-payable endorsement naming Seller or its assigns as
loss-payee as their interests may appear. The insurance policy shall provide
that it can be canceled only after written notice of intention to cancel has
been delivered to Seller at least ten (10) days before the cancellation date. If
the Collateral is lost or damaged, Seller shall have full power to collect any
or all insurance proceeds and to apply them as Seller chooses either to satisfy
any obligation secured by this Contract (whether or not due or otherwise
matured), or to repair the Collateral. If Buyer obtains insurance from a company
Seller has not approved, or fails to obtain any insurance, Seller may (but does
not have to) obtain any insurance Seller desires to protect its interests. If
Seller does so, Buyer shall reimburse Seller upon demand for its expenses.
Seller shall have no liability at all for any losses which occur because no
insurance has been obtained or the coverage of the insurance which has been
obtained is incomplete.

4. TAXES.

Buyer agrees to pay before delinquency all sales and other taxes, license fees
and other governmental charges imposed on the Collateral or its sale or use.

5. USE OF COLLATERAL.

Buyer agrees to keep the Collateral in good repair; to prevent any waste, loss,
damage, or destruction of or to the Collateral; to prevent any unlawful use of
the Collateral; and not to make or allow to be made any significant change in
the Collateral or in its chassis, body or special equipment, without Seller's
written consent. Buyer assumes all risk of damage, loss or destruction of or to
the Collateral, whether or not insured against, Seller may examine the
collateral wherever located at any time, and Buyer will inform Seller of the
Collateral's location upon Seller's request.

6. EXPENSES PAID BY SELLER.

Buyer agrees to reimburse Seller upon demand for any expenses paid by Seller
such as taxes, insurance premiums, repair bills, title fees, or any expenses
incurred under Section 11. Buyer's obligation to pay the expenses shall be
secured by this Contract.

7. TRADE-INS.

If Buyer has traded in any property, Buyer represents and warrants that the
description of it on the front of this Contract is accurate, that the title
conveyed is good and its transfer rightful, and that the property is delivered
free from any security interest or other lien or encumbrance.

8. NO WARRANTY.

If the Vehicle is new, there is no warranty other than that of the
manufacturer. If the Vehicle is used, it sold "AS IS" and "WITH ALL FAULTS".

SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. UNLESS SET OUT IN WRITING AND SIGNED BY THE SELLER, THERE ARE NO OTHER
WARRANTIES EXPRESS OR IMPLIED.

9. ADDITIONS TO COLLATERAL.

Anything added to the Collateral, including but not limited to engines,
transmissions, tires, wheels, fifth wheels, radios and electrical equipment,
tanks and any other body or structure that becomes part of the Collateral,
shall constitute "Additions & Accessions" and shall be subject to Seller's
security interest. All Additions & Accessions must stay with the Collateral if
it is repossessed or returned to Seller.

10. DEFAULT.

Time is of the essence in this Contract. The due dates for payments and the
performance of the other obligations under this contract are among its most
crucial provisions. Buyer shall be in default under this Contract upon the
occurrence of any of the following:

(a) Buyer fails to pay on or before the due date the full amount of any
scheduled payment, taxes, insurance premium, or other obligation secured by this
Contract or under any other instrument or agreement;

(b) Buyer fails to perform any of Buyer's obligations under this Contract;

(c) Any representation Buyer has made in this Contract or in any credit
application or financial statement Buyer has given in connection with the
credit secured by the Contract turns out to be false;

(d) Any check, note or other instrument given for a payment is dishonored when
presented for payment;

(e) The Collateral is seized or levied upon under any legal or governmental
process or proceeding against Buyer or the Collateral;

(f) Buyer becomes insolvent or subject to insolvency proceedings as defined in
the Uniform Commercial Code or becomes subject to bankruptcy;

(g) Buyer defaults in the payment or performance of any other agreement in
connection with any other obligation owed to PACCAR Financial Corp. or for
borrowed money; or

(h) Seller reasonably deems the Collateral in danger of misuse, confiscation,
damages, or destruction.

11. REMEDIES.

If Buyer defaults under this Contract, Seller may, at its option, with or
without notice to Buyer:

(a) Declare this Contract to be in default;

(b) Declare the entire amount of the unpaid Time Balance, after deducting
unearned Time Price Differential in accordance with the applicable state law,
and other charges and indebtedness secured by this Contract immediately due and
payable, without protest, presentment demand or notice (including but not
limited to notice of intent to accelerate and notice of acceleration), all of
which Buyer waives; and

(c) Exercise all of the rights and remedies of a secured party under the
Uniform Commercial Code and any other applicable laws.

In addition to the foregoing and any other rights Seller has under the law in
effect at the time of default, the following provisions shall apply:

(a) On Seller's demand, Buyer shall deliver possession of the Collateral to
Seller at a place Seller designates reasonable convenient to both parties,

(b) Seller may enter any premises, where the Collateral may be found and take
possession of it without notice, demand, or legal proceedings, provided such
entry is in compliance with law.

(c) Seller shall give Buyer at least ten (10) days written notice of any sale
of the Collateral, which Buyer agrees to be reasonable notice. Notice shall be
given at the address specified in this Contract or other such address as Buyer
may specify in writing to Seller. Notice shall be effective when deposited in
the mails, postage prepaid, addressed as provided above.

(d) Expense of retaking, holding, preparing for sale, selling and the like
shall include, to the fullest extent permitted by law, (i) the fees of any
attorneys retained by Seller, and (ii) all other legal expenses incurred by
Seller,

(e) Buyer agrees that it is liable for and will promptly pay any deficiency
resulting from any disposition of the Collateral after default.

12. NO WRONGFUL POSSESSION.

Buyer agrees that if Seller repossesses the Collateral or otherwise obtains
possession of it, Seller will not be in wrongful possession of any property
contained in the Collateral or attached to it in which Seller does not have a
security interest. Seller agrees to make any such property available for Buyer
to take back at a place reasonably convenient to both parties.

13. VARIATIONS OF CONTRACT.

No provision of this Contract may be changed or amended unless by a written
contract signed by Seller. Seller's acceptance of late payments does not mean
that Seller is obligated to accept any late payments in the future. No waiver
of any default shall operate as a waiver of any other default.

14. ENTIRE AGREEMENT: SEVERABILITY

This Contract and the attached Exhibits and Addenda is the complete and
exclusive statement of rights and duties between Seller and Buyer. If any
provision is held unenforceable, it shall be deemed omitted without affecting
the enforceability of the remaining provisions.


Page 3 of 4 of Security Agreement dated on or about April 3, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKADB9X74J050483.

                                                             BUYER'S INITIALS
Cat. No. 1258A (CA-97) OTIS Version 1.3.0                      [illegible]


                      ORIGINAL FOR PACCAR FINANCIAL CORP.   Printed Apr. 2, 2003


<PAGE>

PACCAR                                                        SECURITY AGREEMENT
FINANCIAL                                            RETAIL INSTALLMENT CONTRACT
--------------------------------------------------------------------------------

15. BAD CHECKS.

Whenever a check, draft or order given by or on behalf of Buyer for the purpose
of payment of any obligation arising under this Contract has been dishonored for
lack of funds or credit to pay the item, or because the account has been closed,
or for any other reason, Seller or its assigns will assess and Buyer will
promptly pay a $50 fee per dishonored item, or the maximum amount allowed by
applicable state law, if lower.

16. CROSS COLLATERAL.

Buyer grants to Seller and any assignee of Seller a security interest in the
Collateral to secure the payment and performance of all absolute and all
contingent obligations and liabilities of Buyer to Seller or to such assignee of
Seller, now existing or hereafter arising, whether under this Contract or any
other agreement and whether due directly or by assignment; provided, however,
upon any assignment of the Contract by Seller, the assignee shall be deemed, for
the purpose of this paragraph, the only party with a security interest in the
Collateral.

17. TIME PRICE DIFFERENTIAL.

The effective daily Time Price Differential ("TPD") shall be based on and shall
vary with fluctuations in the LIBOR Rate. The applicable rate of interest
("Buyer's Rate") shall be equal to the LIBOR Rate applicable to that date plus
2.35% percent per annum, compounded daily on the unpaid balance. The TPD due
each month shall be equal to the sum of the daily TPDs for the month. As used in
this calculation, "LIBOR Rate" shall mean the London Interbank Offered Rates for
one (1) month maturities as reported in the Money Rates section of the Wall
Street Journal. The LIBOR Rate reported on the first business day of each
calendar month shall be used to determine The Buyer's Rate during the month.
Based on the Initial Buyer's Rate and assuming that all payments are timely
made, the aggregate TPD will be $89,169.95. Fluctuations in LIBOR, as well as
early or late payments over the term of the Contract will cause the actual
aggregate TPD, the Time Balance and Total Time Sale Price to be different than
disclosed. Any delay in payment or increase in LIBOR could cause those amounts
to be greater than disclosed, resulting in a larger final or "balloon" payment.
Early payments or reductions in LIBOR could cause those amounts to be less than
disclosed, resulting in a smaller final or "balloon" payment or reduced number
of payments. If Buyer has requested a fixed payment schedule, the amount of the
periodic payments will be based upon an interest rate fixed solely for that
purpose. Differences between this rate and Buyer's Rate will be accounted for by
an adjustment in the final or "balloon" payment and/or the number of payments.
In no event shall Buyer be required to pay interest in excess of the maximum
rate allowed by law of the state having jurisdiction over the transaction. The
intention of the parties is to conform strictly to applicable state usury laws,
which may reduce the Buyer's Rate to the maximum amount allowed under such usury
laws now or hereafter in effect.

18. FINANCIAL INFORMATION.

Buyer agrees to furnish Seller promptly with any financial statements or other
information which Seller may reasonably request from time to time. Any and all
financial statements will be prepared on a basis of generally accepted
accounting principles, and will be complete and correct and fairly present
Buyer's financial condition as of the date thereof. Seller may at any reasonable
time examine the books and records of Buyer and make copies thereof.

19. CHATTEL PAPER.

This specific Security Agreement is to be sold only to PACCAR Financial Corp.
and is subject to the security interest of PACCAR Financial Corp. The only copy
of this Security Agreement which constitutes Chattel Paper for all purposes of
the Uniform Commercial Code is the copy marked "ORIGINAL FOR PACCAR FINANCIAL
CORP." which is delivered to and held by PACCAR Financial Corp. Any change in
the name of the assignee of this Security Agreement from PACCAR Financial Corp.
shall render the copy of this Security Agreement so changed VOID and of no force
and effect. No assignee or secured party other than PACCAR Financial Corp. will
under any circumstances acquire any rights in, under or to this Security
Agreement or any sums due hereunder, except that PACCAR Financial Corp. may, by
a separate written assignment signed by PACCAR Financial Corp., assign its
interest received hereunder.

20. PREPAYMENT FEE.

21. MISCELLANEOUS.

(a) This Contract shall be binding, jointly and severally, upon all parties
    described as the "Buyer" and their respective heirs, executors,
    representatives, successors and assigns and shall inure to the benefit of
    PFC, its successors and assigns.

(b) This Contract and any other evidence of the indebtedness given in connection
    herewith may be assigned by Seller to a third party without notice to Buyer
    and Buyer hereby waives any defense, counterclaim or cross-complaint by
    Buyer against any assignee, agreeing that Seller shall be solely responsible
    therefor.

(c) Buyer acknowledges receipt of a true copy of this contract, and waives
    acceptance hereof.


  NOTICE - SEE ALL PAGES FOR IMPORTANT TERMS WHICH ARE PART OF THIS CONTRACT.
   WARNING: LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED
                  TO OTHERS NOT INCLUDED UNDER THIS CONTRACT.

                                NOTICE TO BUYER
1. DO NOT SIGN THIS CONTRACT BEFORE YOU HAVE READ IT OR IF IT CONTAINS ANY
   BLANK SPACES.
2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN.
3. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE
   AND OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE (TIME PRICE DIFFERENTIAL).
4. KEEP THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS.

BUYER ACKNOWLEDGES THAT A TRUE COPY OF THIS CONTRACT HAS BEEN RECEIVED, READ,
AND WAS COMPLETELY FILLED IN BEFORE BEING SIGNED.

SELLER: Kenworth of Dothan, Inc.         BUYER:  Boyd Bros. Transportation Inc.

                                         TAX ID: 63-6008515


BY:     _____________________________    BY:     /s/ Richard Bailey
        Tony Quesenberry, F&I Manager            _______________________________
                                                 Richard Bailey, CFO

DATE:   April 3, 2003                    DATE:   April 3, 2003

                                         BY:     _____________ TITLE: __________

                                         DATE:   April 3, 2003






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Page 4 of 4 of Security Agreement dated on or about April 3, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKADB9X74J050483.
--------------------------------------------------------------------------------
Cat. No. 1258A (CA-97) OTIS Version 1.3.0                     Printed Apr-2-2003
                      ORIGINAL FOR PACCAR FINANCIAL CORP.
<PAGE>
[PACCAR                                                       SECURITY AGREEMENT
FINANCIAL LOGO]                                    SCHEDULE E: EQUIPMENT LISTING
--------------------------------------------------------------------------------

This schedule E is affixed to and made part of the Security Agreement Retail
Installment Contract dated April 3, 2003 by and between KENWORTH OF DOTHAN, INC.
("Seller") and BOYD BROS. TRANSPORTATION INC. ("Buyer") covering the equipment
as described below:

                       DESCRIPTION OF PURCHASED EQUIPMENT
--------------------------------------------------------------------------------
                                 VEHICLE IDENTIFICATION    NEW/        PRICE OF
YEAR        MAKE        MODEL          NUMBER              USED        VEHICLE
----      --------      -----    ----------------------    ----       ----------
2004      Kenworth       T600      1XKADB9X74J050483        New       $82,961.25

2004      Kenworth       T800      1XKDDB9XX4J050653        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X14J050654        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X34J050655        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X54J050656        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X74J050657        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X94J050658        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X04J050659        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X74J050660        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X94J050661        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X04J050662        New       $83,407.00
--------------------------------------------------------------------------------
                                                          Total:     $917,031.25

                       DESCRIPTION OF TRADE-IN EQUIPMENT
--------------------------------------------------------------------------------
                                   VEHICLE
                                IDENTIFICATION                            PAYOFF
YEAR        MAKE      MODEL         NUMBER          ALLOWANCE    PAYOFF   DUE TO
----      --------    -----    -----------------    ---------    ------   ------


                                    TOTAL           $0.00        $0.00


SELLER: KENWORTH OF DOTHAN, INC.         BUYER:  BOYD BROS. TRANSPORTATION INC.



                                         TAX ID: 63-6005515

BY:                                      BY:     /s/ RICHARD BAILEY
        -------------------------------          ------------------------------
        Tony Quesenberry, F & I Manager          Richard Bailey, CFO

DATE:   April 3, 2003                    DATE:   April 3, 2003

                                         BY:                TITLE:
                                            ---------------       -------------
                                         DATE: April 3, 2003




Cat. No. 9877A(C5-97) OTIS Version 1.5.0     ORIGINAL FOR PACCAR FINANCIAL CORP.
                                                              Printed Apr-2-2003

</TEXT>
</DOCUMENT>
