BOYD BROS TRANSPORTATION INC
FIRST AMENDMENT TO ACQUISITION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>g67752ex10-3.txt
<DESCRIPTION>FIRST AMENDMENT TO ACQUISITION AGREEMENT
<TEXT>

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                                                                    EXHIBIT 10.3


                               FIRST AMENDMENT TO
                   ACQUISITION AGREEMENT, EMPLOYMENT AGREEMENT
                           AND COVENANT NOT TO COMPETE

         THIS FIRST AMENDMENT TO ACQUISITION AGREEMENT, EMPLOYMENT AGREEMENT AND
COVENANT NOT TO COMPETE (this "Amendment"), made this 17 day of March, 2000, by
and among BOYD BROS. TRANSPORTATION INC., a Delaware corporation (hereinafter
referred to as "Boyd"), WELBORN TRANSPORT, INC., (formerly known as W. T.
Acquisition Corp.), an Alabama corporation (hereinafter referred to as "Boyd
Sub"), MILLER WELBORN ("Welborn") and STEVEN RUMSEY ("Rumsey") (Welborn and
Rumsey are hereinafter sometimes collectively referred to as the
"Shareholders").

                              W I T N E S S E T H:

         WHEREAS, Boyd, Boyd Sub and the Shareholders (together with Welborn
Transport, Inc., which was merged into Boyd Sub) entered into an Acquisition
Agreement, dated October 8, 1997 (the "Acquisition Agreement"); and

         WHEREAS, Boyd, Boyd Sub and Welborn entered into a Covenant Not to
Compete, erroneously dated as of December 8, 1998 (the "Welborn Noncompete
Agreement"); and

         WHEREAS, Boyd, Boyd Sub and Rumsey entered into a Covenant Not to
Compete, erroneously dated as of December 8, 1998 (the "Rumsey Noncompete
Agreement", the Welborn Noncompete Agreement and the Rumsey Noncompete Agreement
are hereinafter collectively referred to as the "Noncompete Agreements"); and

         WHEREAS, Boyd and Welborn entered into an Employment Agreement, dated
as of December 8, 1997 (the "Welborn Employment Agreement"); and

         WHEREAS, Boyd, Boyd Sub and the Shareholders desire to amend the
Acquisition Agreement, the Noncompete Agreements and the Welborn Employment
Agreement to correct certain typographical errors contained therein and to
modify certain terms and conditions contained therein, all as more particularly
set forth herein.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
promises, agreements, representations, warranties and covenants hereinafter set
forth, and the sum of ten dollars and other good and valuable consideration, the
receipt and sufficiency of which is hereby specifically agreed to and
acknowledged, the Acquisition Agreement, Noncompete Agreements and Welborn
Employment Agreement are each hereby amended as follows:

         1. AMENDMENT TO ACQUISITION AGREEMENT. Section 4.5.1. of the
Acquisition Agreement is hereby amended by deleting said Section in its entirety
and substituting in lieu thereof a new 4.5.1 reading as follows:

                  "4.5.1 For a period of one (1) year from the Closing Date (the
         "Restricted Period"), the shares of Boyd Common Stock held by Miller
         Welborn shall not be voluntarily or involuntarily transferred,
         assigned, sold or conveyed and the certificates representing such
         shares shall bear a legend to that effect. The words "transfer, assign,
         sell or convey" as used in this Section 4.5.1 shall include the grant
         of any proxy, the establishment of any voting



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         trust or any sale, hypothecation, pledge, assignment or other
         conveyance, with or without consideration or incidence of ownership or
         title as to any share of Boyd Common Stock owned of record or
         beneficially by the Shareholder, regardless of whether record or
         beneficial title to such shares is thereby transferred. After the
         Restricted Period, Miller Welborn may not, during any one calendar
         quarter, voluntarily or involuntarily transfer, assign, sell or convey
         a number of shares of Boyd Common Stock which is greater than one
         percent (1%) of the number of shares of Boyd Common Stock outstanding
         at the beginning of such calendar quarter. In the event that Miller
         Welborn sells shares of Boyd Common Stock on the open market during the
         ten (10) calendar quarters immediately following the second anniversary
         of the Closing Date at a per share price which is less than $6.50 per
         share (the "Per Share Minimum Price") (as the same may be adjusted
         pursuant to Section 2.1.4 hereof), Boyd shall pay to Welborn the
         difference between the Per Share Minimum Price and the per share price
         at which such shares were sold on the open market, such payment to be
         made within ten (10) days after Welborn transmits to Boyd confirmation
         of such sale. Notwithstanding anything to the contrary contained in
         this Agreement, in the event Miller Welborn elects to sell shares of
         Boyd Common Stock on the open market during the ten (10) calendar
         quarters immediately following the second anniversary of the Closing
         Date at a price that is less than the Per Share Minimum Price, then
         Miller Welborn must first deliver written notice thereof, in the form
         of Exhibit 4.5.1(a) attached hereto (an "Offer Notice"), to the Chief
         Financial Officer of the Company in order to provide the Company a
         right of first refusal on the following terms and conditions:

                  (a)      The Offer Notice must contain a full description of
                           the proposed sale of Boyd Common Stock by Miller
                           Welborn, including, without limitation, the number of
                           shares of to be sold (the "Affected Shares"), the
                           proposed price per share of the Boyd Common Stock,
                           terms of payment for the Affected Shares and the
                           proposed date of such sale. An Offer Notice shall
                           constitute Miller Welborn's binding agreement to sell
                           all of the Affected Shares to the Company on the
                           terms and conditions specified therein.

                  (b)      If the Company elects to purchase all, and not less
                           than all, of the Affected Shares from Miller Welborn,
                           the Company shall have until 5 p.m. Clayton, Alabama
                           time on the first business day following the
                           Company's receipt of the Offer Notice (the "Offer
                           Deadline") to deliver to Miller Welborn, in writing,
                           notice of its election to so purchase the Affected
                           Shares (the "Company Acceptance"). Upon such election
                           by the Company, the Company shall purchase, and
                           Miller Welborn shall sell, of the Affected Shares to
                           the Company upon the terms and conditions contained
                           in the Offer Notice within three (3) business days
                           following Miller Welborn's receipt of the Company
                           Acceptance. At the closing, Miller Welborn shall
                           deliver to the Company his confirmation that he has
                           transferred the Affected Shares free and clear of any
                           and all pledges, liens, claims, security interests or
                           other encumbrances (other than restrictions imposed
                           by this Agreement or applicable securities laws) and
                           the Company shall pay to Miller Welborn the
                           consideration set forth in the Offer Notice in
                           accordance with the terms described therein, as well
                           as any additional payments in connection with the Per
                           Share Minimum Price contemplated by the first
                           paragraph of this Section 4.5.1.




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                  (c)      If the Company fails to provide Miller Welborn notice
                           of its election to purchase or not to purchase the
                           Affected Shares on or before the Offer Deadline, or
                           if the Company notifies Miller Welborn that it has
                           elected not to purchase the Affected Shares, Miller
                           Welborn shall be free to sell the Affected Shares on
                           the open market in strict accordance with the terms
                           set forth in the Offer Notice at any time within
                           ninety (90) days after the Offer Deadline (the
                           "Transfer Period Termination Date"). In the event
                           that Miller Welborn does not sell or otherwise
                           dispose of all of such Affected Shares in the manner
                           set forth in the immediately preceding sentence prior
                           to the Transfer Period Termination Date, the right of
                           first refusal provided for in this Section 4.5.1
                           shall continue to be applicable to any subsequent
                           sale or transfer of such Affected Shares.

         2. AMENDMENTS TO NONCOMPETE AGREEMENTS. Solely in order to correct an
unintended typographical error contained therein, the date of each Noncompete
Agreement appearing on the first and second lines of the Noncompete Agreements
(below the titles thereof) shall be changed from "8th day of December 1998" to
"8th day of December, 1997" to correctly reflect the date on which each of these
Noncompete Agreements was executed.

         3. AMENDMENTS TO WELBORN EMPLOYMENT AGREEMENT.

                  (a) Solely to correct an unintended typographical error
contained therein, and to accurately reflect the actual intent of the parties
thereto, Section 2 of the Welborn Employment Agreement is hereby amended by
deleting the last clause of the first sentence thereof, which reads as follows:

                  "which duties shall include acting as Chairman of the Board of
         Boyd."

and substituting in lieu thereof the following clause:

                  "which duties shall include acting as Chairman of the Board of
         Welborn."

                  (b) Solely to correct an unintended typographical error
contained therein, Section 7(d) of the Welborn Employment Agreement is hereby
amended by deleting the bracket symbols ("[" and "]") immediately preceding and
immediately following sub-clause (ii) therein.

         4. NO OTHER MODIFICATIONS. Except to the extent expressly amended
herein, all terms and conditions of the Acquisition Agreement, Noncompete
Agreements and Welborn Employment Agreement are hereby affirmed and shall remain
in full force and effect.

         5. GOVERNING LAW. This Amendment shall be governed by and construed and
interpreted in accordance with, the laws of the State of Alabama without giving
effect to any conflict or choice of laws principles.

         6. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



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         IN WITNESS WHEREOF, each party hereto has executed or caused this
Amendment to be executed on its behalf, all on the day and year first above
written.


                                    BOYD BROS. TRANSPORTATION INC.

                                    "Boyd"



                                    By: /s/ Richard Bailey
                                        ----------------------------------------
                                    Name: Richard Bailey
                                          --------------------------------------
                                    Title: CFO
                                           -------------------------------------



                                    WELBORN TRANSPORT, INC.

                                    "Boyd Sub"



                                    By: /s/ Miller Welborn
                                        ----------------------------------------
                                    Name: Miller Welborn
                                          --------------------------------------
                                    Title: Chairman
                                           -------------------------------------



                                    SHAREHOLDERS



                                    /s/ Miller Welborn
                                    --------------------------------------------
                                    Miller Welborn



                                    /s/ Steven Rumsey
                                    --------------------------------------------
                                    Steven Rumsey




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                                                                   EXHIBIT 4.5.1

                              FORM OF OFFER NOTICE

Boyd Bros. Transportation, Inc.                    VIA FAX:_____________________
32 75 Highway 30
Clayton, Alabama  36016

Gentlemen:

         Pursuant to Section 4.5.1 of the Acquisition Agreement, this is to
provide notice that the undersigned proposes to sell in the open market during
the next _______ days (not to exceed 90 days), ____________ shares of Boyd
Common Stock at a proposed price per share of not less than $____________ for
______________ (state terms of sale, i.e., cash, credit, etc.). Please advise if
you wish to exercise your right of first refusal to purchase pursuant to Section
4.5.1 of the Acquisition Agreement.

         As used herein, all defined terms shall have the same meaning as found
in that certain Acquisition Agreement between and among Boyd, Boyd Sub, Miller
Welborn and Steven Rumsey, dated October 8, 1997.



                                    --------------------------------------------
                                    Miller Welborn








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