SIMON TRANSPORTATION SERVICES INC
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>creditagree.txt
<DESCRIPTION>FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
<TEXT>

                               FIRST AMENDMENT TO
                          CREDIT AND SECURITY AGREEMENT

                  THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this
"First Amendment") dated as of January 9, 2001, by and among SIMON
TRANSPORTATION SERVICES INC., a Nevada corporation ("Simon"), DICK SIMON
TRUCKING, INC., a Utah corporation ("Trucking", together with Simon sometimes
referred to collectively as the "Borrowers" and individually as a "Borrower"),
and U.S. BANK NATIONAL ASSOCIATION, a national banking association ("Lender").

                                    RECITALS:

                  A. Borrowers and Lender entered into a certain Credit and
Security Agreement dated as of September 28, 1999, pursuant to which the Lender
agreed to make a Revolving Credit Loan available to Borrowers in the principal
amount of up to $20,000,000 (the "Credit Agreement"). All capitalized terms not
otherwise defined herein shall have the meanings given to them in the Credit
Agreement.

                  B. Borrowers and Lender desire to amend the Credit Agreement
and supplement the Loan Documents to (1) provide a new term loan to Borrowers in
the amount of up to $10,000,000, to be secured by a first mortgage lien upon
certain property located in Salt Lake County, Utah; (2) require a guaranty of
Borrowers' indebtedness to Lender to be executed by Jerry Moyes; (3) amend the
interest rate applicable to the Revolving Credit Loan; (4) increase the Letter
of Credit Sublimit from $5,000,000 to $9,000,000; and (5) amend certain other
terms and covenants of the Credit Agreement upon the terms and subject to the
conditions set forth herein.

                                   AGREEMENTS:

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                  Section 1. Definitions. The following defined terms, if
presently set forth in Section 1.1 of the Credit Agreement, are hereby amended
in their entirety to provide as follows or, if not presently set forth in
Section 1.1 of the Credit Agreement, are hereby added to Section 1.1 of the
Credit Agreement:

                  "Applicable Margin": The Initial Applicable Margin, for the
         period from the date of this First Amendment to the date on which the
         Applicable Margin changes in accordance with the following provisions,
         and thereafter, for any period, the percentage set forth in Section
         3.1(c) of Supplement A. The Applicable Margin shall be determined by
         the Lender based upon the information set forth in the annual audited
         consolidated financial statements of Borrowers and the Subsidiaries for

<PAGE>
         the fiscal year ending September 30, 2000 furnished to the Lender
         pursuant to Section 5.1.1(a), and thereafter based upon the information
         set forth in the monthly financial statements of Borrowers and the
         Subsidiaries furnished to the Lender pursuant to Section 5.1.1(d). Any
         change in the Applicable Margin shall affect all outstanding and future
         Advances and shall take effect on the first day of the month following
         the date of Lender's receipt of the applicable financial statement.
         Upon any failure of the Borrowers to deliver to the Lender the
         applicable financial statements within the time provided by Section
         5.1.1, the Applicable Margin shall be the highest Applicable Margin set
         forth in Section 3.1(c) of Supplement A and such Applicable Margin
         shall remain in effect until the first day following the date Lender
         receives the applicable financial statements requiring a lower
         Applicable Margin.

                  "Deed of Trust": The Deed of Trust and Security Agreement
         dated January 9, 2001 from Trucking in favor of Lender covering the
         Real Estate, as the same may be amended, supplemented or restated from
         time to time.

                  "EBITDA": For any period, the consolidated net income of the
         Borrowers and their Subsidiaries before provision for income taxes,
         interest expense (including, without limitation, implicit interest
         expense on Capitalized Leases), depreciation, amortization and other
         non-cash expenses or charges, all as determined in accordance with
         GAAP, excluding therefrom (to the extent included) non-operating gains
         (including, without limitation, extraordinary or nonrecurring gains,
         gains from discontinuance of operations and gains arising from the sale
         of assets other than Inventory) during the applicable period.

                  "Environmental Indemnity Agreement": The Environmental and ADA
         Indemnity Agreement dated January 9, 2001 from Borrowers in favor of
         Lender, as the same may be amended from time to time.

                  "Fixed Charge Coverage Ratio": shall mean, with respect to any
         period, the ratio of (a) consolidated EBITDA of the Borrowers and their
         Subsidiaries during such period, plus Operating Lease Rentals of the
         Borrowers and their Subsidiaries during such period, plus net proceeds
         from the sale of trailers of the Borrowers and their Subsidiaries
         during such period to the extent not included in EBITDA, minus Taxes
         paid in cash by the Borrowers and their Subsidiaries on a consolidated
         basis during such period, minus dividends and distributions paid in
         cash by the Borrowers and their Subsidiaries on a consolidated basis
         during such period, minus unfinanced capital expenditures made by the
         Borrowers and their Subsidiaries on a consolidated basis during such
         period, to (b) the total consolidated interest expense of the Borrowers
         and their Subsidiaries (including imputed interest expense on
         Capitalized Leases) during such period, plus mandatory principal
         payments on Indebtedness (including obligations under Capitalized
         Leases) of the Borrowers and their Subsidiaries on a consolidated basis
         during such period, plus Operating Lease Rentals of the Borrowers and
         their Subsidiaries on a consolidated basis during such period.
<PAGE>
                  "Guarantor":  Individually, Jerry Moyes, and any other Person
         who may, at any time or from time to time, guaranty the Obligations.

                  "Guaranty": Individually, the Guaranty dated January 9, 2001
         executed by Guarantor in favor of the Lender, and each other guaranty
         executed by a Guarantor at any time, together with any amendments,
         modifications, supplements, or replacements thereto.

                  "Initial Applicable Margin": With respect to Eurodollar
         Advances, two and three-quarters percent (2.75%); and with respect to
         Reference Rate Advances, one percent (1%). The Initial Applicable
         Margin shall be in effect until changed in accordance with the
         provisions defining Applicable Margin.

                  "Interest Bearing Debt": With respect to any Person, all
         interest bearing Indebtedness of such Person including the Loans
         advanced hereunder and all Capitalized Lease obligations that include a
         component of imputed interest.

                  "Interest Period": For any Eurodollar Advance, the period
         commencing on the borrowing date of such Eurodollar Advance or the date
         a Reference Rate Advance is converted into such Eurodollar Advance, or
         the last day of the preceding Interest Period for such Eurodollar
         Advance if a Eurodollar Advance is continued, as the case may be, and
         ending on the numerically corresponding day one, two, or three months
         thereafter, as selected by the Borrowers pursuant to Section 2.5;
         provided, that:

                           (i) any Interest Period which would otherwise end on
                  a day which is not a Business Day shall end on the next
                  succeeding Business Day unless such next succeeding Business
                  Day falls in another calendar month, in which case such
                  Interest Period shall end on the next preceding Business Day;

                           (ii) any Interest Period which begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of the calendar month at the end of such Interest
                  Period; and

                           (iii) no Interest Period shall extend beyond the
                  Termination Date.

                  "Loan Documents": This Agreement, any Note, the Guaranty, the
         Deed of Trust, the Environmental Indemnity Agreement, and each other
         instrument, document, guaranty, mortgage, deed of trust, chattel
         mortgage, pledge, power of attorney, consent, assignment, contract,
         notice, security agreement, lease, financing statement, subordination
         agreement, trust account agreement, or other agreement executed and
         delivered by any Borrower or any Guarantor or party granting a security
         interest in connection with this Agreement, the Loans, the Letters of
         Credit or the Collateral, as the same may be amended, modified,
         restated or replaced from time to time.
<PAGE>
                  "Loan": A Revolving Credit Loan referred to in Section
         2.1(a)(i), a Term Loan referred to in Section 2.1(a)(ii) and any other
         loans or advances made to the Borrowers by the lender under or pursuant
         to this Agreement.

                  "Operating Lease Rentals": The sum of the rental and other
         obligations required to be paid during such period by any Borrower or
         any of their respective Subsidiaries as lessee under all leases of real
         or personal property (other than Capitalized Leases), excluding any
         amount required to be paid by the lessee (whether or not therein
         designated as rental or additional rental) on account of maintenance
         and repairs, insurance, taxes, assessments, water rates and similar
         charges, provided, that if at the date of determination, any such
         rental or other obligations (or portion thereof) are contingent or not
         otherwise definitely determinable by the terms of the related lease,
         the amount of such obligations (or such portion thereof) (a) shall be
         assumed to be equal to the amount of such obligations for the period of
         twelve (12) consecutive calendar months immediately preceding the date
         of determination, or (b) if the related lease was not in effect during
         such preceding 12-month period, shall be the amount estimated by the
         chief financial officer or similar officer of the applicable Borrower
         or Subsidiary on a reasonable basis in good faith.

                  "Real Estate":  Certain real property located in Salt Lake
         County, Utah, as more particularly  described on Exhibit A to the Deed
         of Trust.

                  "Revolving  Credit  Loan": The term  "Revolving  Credit  Loan"
         shall have the  meaning  given such term in Section   2.1(a)(i) hereof.

                  "Term Loan": The term "Term Loan" shall have the meaning given
         such term in Section 2.1(a)(ii) hereof.

                  Section 2.        Amendments.

                  a.       Section 2.1(a) of the Credit Agreement is hereby
                  amended in its entirety to read as follows:

                           (a)      Amounts, Authority to Make Certain Advances.
                  Subject to the terms and  conditions  of the Loan Documents,
                  and in reliance  upon the  representations  and  warranties of
                  the Borrowers set forth herein and in the other Loan
                  Documents, the Lender agrees as follows:

                                    (i) To make revolving credit loans
                           (individually, a "Revolving Credit Loan" and
                           collectively, the "Revolving Credit Loans") to the
                           Borrowers during the period from and after the date
                           hereof to the date on which the Credit terminates, in
                           such amounts, in the type of Advance and at such
                           times as the Borrowers may from time to time request,
                           up to but not in excess of the Loan Availability.
                           Revolving Credit Loans made by the Lender may be
<PAGE>
                           repaid and, subject to the terms and conditions
                           hereof, reborrowed to the date on which the Credit
                           terminates.

                                    (ii) To make a term loan (the "Term Loan")
                           to the Borrowers in the amount of up to $10,000,000
                           for the purpose of financing ongoing working capital
                           requirements. The Borrowers may request and obtain an
                           initial advance of the Term Loan in the principal
                           amount of up to $5,000,000 on January 9, 2001 and,
                           provided that the conditions set forth on Exhibit H
                           attached hereto have been satisfied and further
                           provided that no Default or Event of Default shall
                           have occurred or be continuing, the Borrowers may
                           request and obtain additional advances of the
                           remaining principal amount of the Term Loan in no
                           more than five borrowings, with each borrowing to be
                           in a minimum amount of $1,000,000 (or the remaining
                           amount of undrawn principal balance of the Term Loan,
                           if less) at any time prior to the earlier of (A)
                           September 30, 2001, or (B) the Termination Date. Each
                           request for an advance of the Term Loan shall specify
                           that the requested advance is to be made against the
                           Term Loan and shall otherwise be made in accordance
                           with the provisions of Section 2.5 hereof. Unless
                           otherwise required to be sooner paid pursuant to the
                           Credit Agreement, the outstanding principal of the
                           Term Loan shall mature and be payable in full on
                           September 30, 2001. The Borrowers may, upon three
                           Business Days' notice to the Lender, prepay the
                           principal of the Term Loan in whole or in part
                           without premium. Any partial prepayment of principal
                           of the Term Loan shall be in a minimum amount of the
                           lesser of (A) the outstanding principal balance of
                           the Term Loan, or (B) $10,000 or an integral multiple
                           thereof, and shall be applied to the unpaid
                           installments of the Term Loan in the inverse order of
                           their maturities. Any principal of the Term Loan
                           which is repaid may not be reborrowed. Any payment of
                           the Term Loan may be made with the proceeds of a
                           Revolving Credit Loan only if, immediately before and
                           after giving effect to such payment, no Event of
                           Default or Unmatured Event of Default then exists or
                           would result therefrom.

                  b.       Section 2.1(d) of the Credit Agreement is hereby
                  amended in its entirety to read as follows:

                           (d)      Mandatory  Prepayments.  All Loans and other
                  Obligations  hereunder shall be paid by the Borrowers on the
                  Termination  Date unless payable sooner pursuant to the
                  provisions of this Agreement.  Without limiting the foregoing:

                                    (i) The Borrowers shall pay to the Lender
                           all proceeds of Collateral in accordance with the
                           provisions of this Agreement and other Loan Documents
                           for application against the Obligations in such order
                           and manner as Lender may deem appropriate.
<PAGE>
                                    (ii) In the event that any used trailer is
                           sold by a Borrower pursuant to that certain letter
                           agreement dated February 23, 2000 between Utility
                           Trailer Sales of Utah, Inc and Dick Simon Trucking,
                           Inc., as the same may be amended, supplemented,
                           restated or replaced from time to time, or pursuant
                           to any successor agreement regarding the same subject
                           matter (all such agreements being referred to as the
                           "Trailer Sale Agreement") and on such sale date the
                           outstanding principal balance of the Term Loan
                           exceeds $5,000,000, the Borrowers shall pay to the
                           Lender for application against the Term Loan an
                           amount equal to the lesser of (A) the amount by which
                           the outstanding principal balance of the Term Loan
                           exceeds $5,000,000; or (B) the amount of such
                           proceeds. If payment of the purchase price for any
                           used trailer sold under the Trailer Sale Agreement is
                           made by allowance or is otherwise not made in cash,
                           the Borrowers shall be required to make a mandatory
                           prepayment of the Term Loan in an amount equal to the
                           amount of the proceeds that would otherwise be
                           required to be paid to the Lender pursuant to this
                           Section 2.1(d)(ii).

                                    (iii) If the aggregate outstanding principal
                           balance of the Revolving Credit Loans exceeds the
                           Loan Availability or if there is a negative Loan
                           Availability, then, unless the Lender shall otherwise
                           consent in writing, the Borrowers shall immediately
                           and without notice of any kind make such payments as
                           shall be necessary to eliminate such excess or
                           negative Loan Availability, or take such other action
                           (including, without limitation, delivery of cash
                           collateral) as Lender may require.

                  c.       Section 3.1(b) of the Credit Agreement is hereby
                  amended in its entirety to read as follows:

                           (b)      General  Intangibles,  including without
                  limitation all payment and other rights under the Trailer
                  Sale Agreement;

                  d.       Section 3.1 of the Credit Agreement is hereby amended
                  to add a new subsection (b1) to read as follows:

                           (b1) all Inventory, Equipment (including without
                  limitation all machinery and other goods, furniture,
                  furnishings, trade fixtures, office supplies, tools, computer
                  hardware and software, communications equipment and other
                  office equipment, and car wash and vehicle maintenance
                  equipment), fixtures and other tangible property now or
                  hereafter located at the Borrowers' facility at 5175 West 2100
                  South, West Valley City, Utah 84120 or otherwise now or
                  hereafter located on the Real Estate or the improvements
                  thereto, other than tractors, trailers and other motor
                  vehicles;

                  e.       Section 3.1 of the Credit Agreement is hereby amended
                  to add a new subsection (i) to read as follows:
<PAGE>
                           (i) the Real Estate, subject to a separate mortgage,
                  deed of trust, pledge or security interest in favor of the
                  Lender or in which the Lender now or hereafter has or acquires
                  a security interest securing any Obligations, pursuant to any
                  written agreement or instrument other than this Agreement, and
                  all replacement, substitutions, additions or accessions to or
                  for the foregoing, and all proceeds of the foregoing.

                  f.       Section 3.3 of the Credit Agreement is hereby amended
                  in its entirety to read as follows:

                           3.3 Inventory. Inventory which at any time
                  constitutes Collateral hereunder shall at all times remain
                  located at the Borrowers' facility at 5175 West 2100 South,
                  West Valley City, Utah 84120 or otherwise on the Real Estate
                  or the improvements thereto, except for Inventory sold, used
                  consumed or otherwise disposed of by the Borrowers in the
                  ordinary course of business.

                  g.       Section 3.4 of the Credit Agreement is hereby amended
                  in its entirety to read as follows:

                           Section 3.4      Equipment.

                                    (a) In the event any Equipment which
                           constitutes Collateral is sold, transferred or
                           otherwise disposed of, unless the Lender shall agree
                           otherwise in writing, the Borrowers shall deliver all
                           of the proceeds of any such sale, transfer or
                           disposition to the Lender in their original form for
                           deposit in the Collateral Account or application to
                           payment of the Obligations in such order and manner
                           as Lender shall determine.

                                    (b) The Borrowers will, upon request of the
                           Lender, submit to the Lender a current listing of all
                           of each Borrower's Equipment which constitutes
                           Collateral, which listing shall indicate, as
                           applicable, the type, model, serial number and
                           location of such Equipment.

                                    (c) Equipment and other tangible property
                           which at any time constitutes Collateral hereunder
                           shall at all times remain located at the Borrowers'
                           facility at 5175 West 2100 South, West Valley City,
                           Utah 84120 or otherwise on the Real Estate or the
                           improvements thereto, except for obsolete Equipment
                           and other tangible property disposed of by the
                           Borrowers in the ordinary course of business.

                  h.       Section 5.1.1(d) of the Credit Agreement is hereby
                  amended in its entirety to read as follows:
<PAGE>
                           (d) Monthly Financial Statement. As soon as available
                  and in any event within 45 days after the end of each month of
                  each calendar year (or, with respect to the month of January
                  2001, 60 days after the end of such month), a copy of the
                  unaudited financial statement of each Borrower and the
                  Subsidiaries prepared in the same manner as the audit report
                  referred to in Section 5.1.1(a), signed by such Borrower's
                  chief financial officer and consisting of at least
                  consolidated statements of income, cash flow and stockholders'
                  equity for such Borrower and the Subsidiaries for such month
                  and for the period from the beginning of such fiscal year to
                  the end of such month, and a consolidated and consolidating
                  balance sheet of such Borrower and the Subsidiaries as at the
                  end of such month.

                  i.       A new  Section  5.1.1(g)  is hereby  added to the end
                  of Section  5.1.1 of the Credit  Agreement to read as follows:

                           (g) Guarantor's Financial Statements. As soon as
                  available, and in any event within 60 days following the last
                  day of each calendar year, a sworn statement of the Guarantor,
                  in the form provided by Lender, and including, without
                  limitation, a copy of the Guarantor's personal financial
                  statement and a list of the Guarantor's contingent liabilities
                  in such form and detail as Lender may require.

                  j.       A new Exhibit H is hereby added to the Credit
                  Agreement in the form of Exhibit H attached hereto and made a
                  part hereof.

                  k.       Section 2.3 of Supplement A to the Credit Agreement
                  is hereby amended in its entirety to read as follows:

                           2.3      Letter of Credit Sublimit.  The term "Letter
                  of Credit Sublimit" shall mean $9,000,000.

                  l.       Section 3.1 of Supplement A to the Credit Agreement
                  is hereby amended in its entirety to read as follows:

                           3.1      Loans.

                                    (a)     Interest  Rates.  The  unpaid
                           principal   balance  of  the  revolving  Loans (other
                           than Overdraft Loans and Over Advances) shall bear
                           interest at the following rates:

                                            (i)      Eurodollar  Advances.  The
                                    unpaid  principal  amount of each Eurodollar
                                    Advance shall bear interest at a rate per
                                    annum equal to the Eurodollar  Rate (Reserve
                                    Adjusted) in effect for each Interest Period
                                    for such Eurodollar Advance plus the
                                    Applicable Margin;
<PAGE>
                                            (ii) Reference Rate Advances. The
                                    unpaid principal amount of each Reference
                                    Rate Advance shall bear interest at a rate
                                    per annum equal to the Reference Rate in
                                    effect from time to time plus the Applicable
                                    Margin.

                                    (b)     Default  Rate.  The rate per annum
                           equal to 2% in excess of the  Reference Rate plus the
                           Applicable Margin from time to time in effect.

                                    (c)     Applicable  Margin.  The  Applicable
                           Margin shall be the  applicable  percentage set forth
                           below for Eurodollar Advances and Reference Rate
                           Advances,  and determined in accordance with the
                           procedures set forth in the definition of "Applicable
                           Margin".
<TABLE>

<S>                                                  <C>                             <C>
                                                         Applicable Margin                Applicable Margin
                         Net Worth                   Eurodollar Advances -  %        Reference Rate Advances - %

           Greater than or equal to                            1.75%                               0%
           $50,000,000

           $47,500,000 - $49,999,999                           2.00%                             .25%

           $45,000,000 - $47,499,999                           2.25%                             .50%

           $42,500,000 - $44,999,999                           2.75%                            1.00%

           $38,000,000 - $42,499,999                           3.25%                            1.50%
</TABLE>

                  m.       Section 7 of Supplement A to the Credit Agreement is
         hereby amended in its entirety to read as follows:

                  7. Additional Covenant. From the date of this Supplement A and
         thereafter until all of the Borrowers' obligations under the Credit
         Agreement are paid in full, the Borrowers agree that unless the Lender
         shall otherwise consent in writing, they will not, and will not permit
         any Subsidiary to, do any of the following:

                           7.1      Net Worth.  Permit the Borrowers'
                  consolidated Net Worth to be less than $38,000,000 as of the
                  end of each calendar month of each year.

                           7.2 Fixed Charge Coverage Ratio. As of the last day
                  of any fiscal quarter, permit the Fixed Charge Coverage Ratio
                  of the Borrowers and the Subsidiaries for the period of four
                  consecutive fiscal quarters ending on (or most recently ended
                  prior to) such date of determination or for any date of
                  determination occurring on or prior to December 31, 2001, the
                  period beginning on January 1, 2001 and ending on such date of
                  determination, to be less than the following ratios for the
                  following periods:
<PAGE>
                         PERIOD                                    RATIO
                         ------                                    -----
                         Date hereof through                     .90 to 1.0
                         March 31, 2001
                         April 1, 2001                           1.0 to 1.0
                         and thereafter

                  Section 3. Conditions Precedent. The obligation of the Lender
to enter into this First Amendment and to make the initial advance of the Term
Loan shall be subject to the satisfaction of the following conditions precedent,
in addition to the applicable conditions precedent set forth in Section 9.2 of
the Credit Agreement:

                  a. No Change in Condition. No change in the condition or
         operations, financial or otherwise, of any Borrower, any other Obligor
         or any Subsidiary, shall have occurred which change, in the sole credit
         judgment of the Lender, may constitute an Adverse Event or have a
         material adverse effect on any Collateral or the Lender's interest
         therein.

                  b.       Accounting Methods.  No Borrower shall have made any
         material, as determined by the Lender, change in its accounting methods
         or principles.

                  c.       Survey.  The Lender shall have completed its updated
         survey of the business, operations and assets of each Borrower, each
         Subsidiary and each other Obligor, and such survey shall provide the
         Lender with results and information which, in the Lender's
         determination, are satisfactory to the Lender.

                  d.       No Material Transaction.  No Borrower, Obligor or
         Subsidiary shall have entered into any material, as determined by the
         Lender, commitment or transaction, including, without limitation,
         transactions for borrowings and Capital Expenditures, which are not in
         the ordinary course of their respective businesses.

                  e.       Litigation. No litigation shall be outstanding or
         have been instituted or threatened which the Lender determines to be
         material against any Borrower, any other Obligor or any Subsidiary.

                  f.       Filing of Documents.  All financing statements, deeds
         of trust or mortgages,  and other documents relating to the Collateral
         shall have been filed or recorded, as appropriate.

                  g. Delivery of Documents. Each Borrower shall have delivered
         or cause to be delivered to the Lender each of the following, each in
         form and substance satisfactory to the Lender in all respects and each
         duly executed and dated the date of the initial Loan or such earlier
         date as shall be acceptable to the Lender:
<PAGE>
                           (1)     This First Amendment, duly executed by
                  Borrowers and Lender.

                           (2)     The Guaranty, duly executed by Guarantor.

                           (3)     The Deed of Trust, duly executed by Trucking.

                           (4)     The Environmental Indemnity Agreement, duly
                  executed by Borrowers.

                           (5) Financing Statements, duly executed by Borrowers
                  for filing with the Utah Secretary of State and Salt Lake
                  County, Utah, in form and substance acceptable to Lender.

                           (6) A current rent roll and operating statement in
                  form and substance acceptable to the Lender with regard to the
                  Real Estate, certified by the chief financial officer of
                  Trucking, and if any Person other than Trucking is in
                  possession of any part of the Real Estate, tenant estoppel
                  letters and subordination, non-disturbance and attornment
                  agreements duly executed by each such Person in form and
                  substance acceptable to Lender.

                           (7) Duly executed copies of each of the Loan
                  Documents not specifically identified herein which the Lender
                  determines to be necessary or desirable, each in form and
                  content satisfactory to the Lender.

                           (8) A copy, duly certified by the secretary or an
                  assistant secretary of each Borrower, of (i) the resolutions
                  of the Board of Directors of such Borrower authorizing (A) the
                  borrowings by such Borrower hereunder, (B) the execution,
                  delivery and performance by such Borrower of the Loan
                  Documents to which such Borrower is a party or by which it is
                  bound, (C) the conveyance of a lien on assets of such Borrower
                  to Lender; and (ii) all documents evidencing other necessary
                  corporate action; and (iii) all approvals or consents, if any,
                  with respect to the Loan Documents.

                           (9) A certificate of the secretary or an assistant
                  secretary of each Borrower, certifying the names of the
                  officers of such Borrower authorized to sign the Loan
                  Documents to which it is a party and any Supplemental
                  Documentation, together with the true signatures of such
                  officers.

                           (10) A copy, duly certified by the secretary or an
                  assistant secretary of each Borrower, of such Borrower's
                  Bylaws.

                           (11) A copy, duly certified by the Secretary of State
                  of each Borrower's state of incorporation, of such Borrower's
                  Articles of Incorporation.
<PAGE>
                           (12) Certificates of good standing as to each
                  Borrower issued by the Secretary of State of the state in
                  which such Borrower is organized, and each other state in
                  which the failure of such Borrower to be in good standing
                  would constitute an Adverse Event or have a material adverse
                  effect on the Lender's rights in any Collateral.

                           (13)     A legal opinion of counsel to each Borrower
                  and Guarantor.

                           (14) Evidence satisfactory to the Lender of the
                  existence of insurance on the Collateral in amounts and with
                  insurers acceptable to the Lender, together with evidence
                  establishing that the Lender is named as a loss payee and, if
                  required by the Lender, additional insured, on all related
                  insurance policies and an endorsement or an independent
                  instrument from each issuer of an insurance policy
                  substantially in the form provided by the Lender.

                           (15) Such title insurance policies, in such form and
                  amount, and issued by such title insurers, and such surveys or
                  updated surveys, in each case as shall be acceptable to the
                  Lender.

                           (16) Evidence satisfactory to the Lender that all
                  obligations of the Borrower to U.S. Bank of Utah have been
                  paid in full and that such entity has terminated, or agreed to
                  terminate, all of its Liens on the property of the Borrower
                  and all public record filings evidencing such Liens.

                           (17)     Such other documents, instruments or
                  agreements as the Lender shall determine to be necessary or
                  desirable.

                  h.       Security Interest.  The Lien in the Collateral
         granted to the Lender to secure the Obligations shall be senior,
         perfected Liens except as otherwise agreed by the Lender.

                  j.       Effect of Law.  No law or regulation affecting the
         Lender's entering into the secured financing transaction contemplated
         by this Agreement shall impose upon the Lender any material obligation,
         fee, liability, loss, cost, expense or damage.

                  k. Exhibits; Schedules. All Exhibits and Schedules to the Loan
         Documents, including without limitation, all documents executed in
         connection with this First Amendment, shall have been completed in form
         and substance satisfactory to the Lender and shall contain no material
         facts or information which the Lender, in its sole judgment, determines
         to be unacceptable.

                  Section 4. Origination Fee. In addition to all other sums
payable to Lender under the Credit Agreement and Loan Documents, Borrowers shall
pay to Lender concurrently herewith an origination fee with respect to the Term
Loan in the amount of $25,000.
<PAGE>
                  Section 5.        Continuing Obligation; Representations,
Warranties and Covenants.

                  a. Each Borrower acknowledges and agrees that the Borrowers
         remain obligated for the payment of indebtedness evidenced and secured
         by the Credit Agreement and the other Loan Documents, as amended and
         supplemented hereby, and agrees to be bound by and to perform all of
         the covenants and agreements set forth in said documents and
         instruments, as amended and supplemented by this First Amendment. The
         Lender and each Borrower agree that after this First Amendment becomes
         effective, the Credit Agreement shall remain in full force and effect,
         and payable in accordance with its terms. Except as expressly modified
         under this First Amendment, all of the terms, conditions, provisions,
         agreements, requirements, promises, obligations, duties, covenants and
         representations of the Borrowers under the Credit Agreement and all
         Loan Documents and any and all other documents and agreements entered
         into with respect to the obligations under the Credit Agreement are
         incorporated herein by reference and are hereby ratified and affirmed
         in all respects by each Borrower. EACH BORROWER ACKNOWLEDGES THAT THE
         LENDER HAS NOT COMMITTED, AND IS NOT COMMITTING AT THIS TIME, TO
         FINANCE THE BORROWERS' LOAN REQUIREMENTS WITH RESPECT TO ANY WORKING
         CAPITAL OR OTHER NEEDS FINANCED BY THE TERM LOAN FOR ANY PERIOD AFTER
         SEPTEMBER 30, 2001, NOR TO EXTEND THE MATURITY DATE OF THE TERM LOAN.
         ANY SUCH FUTURE LOAN OR LOANS, OR EXTENSION, MAY BE MADE SOLELY AT THE
         OPTION OF THE LENDER AND ON SUCH TERMS AND CONDITIONS AS THE LENDER MAY
         THEN REQUIRE. EACH BORROWER UNDERSTANDS THAT NO PRIOR COURSE OF
         DEALING, NO USAGE OF TRADE, NO ORAL STATEMENTS OR COMMENTS BY THE
         LENDER OR ITS EMPLOYEES OR OTHER AGENTS WILL BE DEEMED TO BE A
         COMMITMENT BY THE LENDER TO LEND MONEY TO THE BORROWERS OR TO ANY OTHER
         PERSON, OR TO EXTEND A MATURITY DATE, UNLESS THE SAME IS REDUCED TO
         WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE LENDER.

                  b. Each Borrower hereby restates and reaffirms all
         representations, warranties and covenants contained in the Credit
         Agreement and the Loan Documents, as amended and supplemented hereby,
         the same as if such covenants, representations and warranties were made
         by the Borrowers on the date hereof. Without limiting the foregoing,
         Schedule 4.8 of the Credit Agreement is hereby supplemented by Schedule
         4.8 attached hereto.

                  Section 6. Fees and Expenses. Borrowers agree to pay or
reimburse the Lender for all reasonable out-of-pocket expenses (including,
without limitation, reasonable attorneys' fees, and out-of-pocket disbursements
of Lender's legal counsel) incurred by the Lender in connection with this First
Amendment and related documents.

                  Section 7.        Execution in Counterparts.  This First
Amendment may be executed in two or more counterparts each of which shall be an
original and all of which shall constitute but one and the same instrument.
<PAGE>
                  Section 8. References. All references to the Credit Agreement
in any document or instrument are hereby amended and shall refer to the Credit
Agreement as amended by this First Amendment. Except as amended hereby, the
provisions of the Credit Agreement shall remain unmodified and in full force and
effect.

                  SECTION 9. GENERAL RELEASE. EACH BORROWER HEREBY RELEASES AND
DISCHARGES THE LENDER, AND EACH OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
AND ATTORNEYS, FROM ANY AND ALL CLAIMS, ACTIONS AND LIABILITIES OF ANY KIND OR
NATURE THAT IT OR ANY ONE CLAIMING THROUGH OR UNDER THE BORROWER EVER HAD OR MAY
NOW HAVE, WHETHER NOW KNOWN OR HEREAFTER DISCOVERED, ARISING OUT OF OR IN ANY
WAY RELATING TO: (A) ANY LENDING RELATIONSHIP OR LOAN COMMITMENT BETWEEN THE
LENDER AND THE BORROWER PRIOR TO THE DATE OF THIS AMENDMENT (EXCEPT THAT THIS
PROVISION SHALL NOT RELEASE THE LENDER FROM ANY OBLIGATION THAT ARISES UNDER THE
LOAN DOCUMENTS OTHER THAN ANY SUCH OBLIGATION THAT WAS REQUIRED TO BE PERFORMED
PRIOR TO THE DATE HEREOF); (B) THE DOCUMENTS AND TRANSACTIONS DESCRIBED IN THE
RECITALS HEREOF (EXCEPT THAT THIS PROVISION SHALL NOT RELEASE THE LENDER FROM
ANY OBLIGATION THAT ARISES UNDER THE LOAN DOCUMENTS OTHER THAN ANY SUCH
OBLIGATION THAT WAS REQUIRED TO BE PERFORMED PRIOR TO THE DATE HEREOF); OR (C)
THE NEGOTIATIONS PRECEDING THE EXECUTION AND DELIVERY OF THIS AMENDMENT. EACH
BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED THE ADVICE OF INDEPENDENT
COUNSEL SELECTED BY IT, OR THE OPPORTUNITY TO OBTAIN SUCH ADVICE, BEFORE
ENTERING INTO THIS AMENDMENT, AND HAS NOT RELIED UPON THE LENDER OR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ATTORNEYS CONCERNING ANY ASPECT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT.

         EACH BORROWER, BY EXECUTION HEREOF, ACKNOWLEDGES THAT: (A) THIS
AMENDMENT CONTAINS A COMPLETE RELEASE OF CLAIMS AND WAIVERS OF CERTAIN RIGHTS;
(B) IT HAS READ AND UNDERSTOOD THIS AMENDMENT IN ITS ENTIRETY PRIOR TO SIGNING
AND FULLY AGREES TO EACH, ALL AND EVERY PROVISION HEREOF; AND (C) IT HAS
RECEIVED A COPY HEREOF.


                [Remainder of page    intentionally left blank;
                           signature page follows]


<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Credit and Security Agreement to be executed as of the day and year
first above written.


Address:                                    SIMON TRANSPORTATION SERVICES INC.
                                                     a Nevada corporation
5175 West 2100 South
West Valley City, Utah 84120
Attention: Alban Lang                       By:   /s/ Kelle Simon
Telephone: 801-924-7000                     Its:  President
Fax No.:     801-924-7327

Address:                                    DICK SIMON TRUCKING, INC.
                                                     a Utah corporation
5175 West 2100 South
West Valley City, Utah 84120
Attention: Alban Lang                       By:   /s/ Alban B. Lang
Telephone: 801-924-7000                     Its:  CFO
Fax No.:     801-924-7327

Address:                                       U.S. BANK NATIONAL ASSOCIATION,
                                               a national banking association
601 Second Avenue South
Minneapolis, MN 55402
Attention: Business Finance                 By:   /s/
Telephone: 612-973-1133                     Its:  SVP
Fax No.:     612-973-0829

</TEXT>
</DOCUMENT>
