0001008886-06-000156 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 14th, 2006 • Central Freight Lines Inc • Trucking (no local) • Arizona

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this 13th day of September, 2006, by and among JERRY MOYES (“J. Moyes”), VICKIE MOYES (together with J. Moyes, "Moyes") and THE JERRY AND VICKIE MOYES FAMILY TRUST, DATED DECEMBER 11, 1987 (the "Family Trust") (Moyes and the Family Trust collectively hereinafter referred to as, the “Indemnifying Party”), on the one hand, and GERALD F. EHRLICH, individually and in his capacity as trustee of The Moyes Children’s Trust (“Ehrlich”), and THE MOYES CHILDREN’S TRUST (the “Children’s Trust”), on the other hand.

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STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • September 14th, 2006 • Central Freight Lines Inc • Trucking (no local) • Nevada

STOCKHOLDERS' AGREEMENT ("Agreement"), dated as of [________], 2006, among Central Freight Lines, Inc., a Nevada corporation (the "Company"), Jerry Moyes ("Moyes"), each of the individuals and entities listed on Schedule A to this Agreement (each a "Stockholder" and collectively, the "Stockholders") and each of the individuals and entities listed on Schedule B of this Agreement (each, an "Optionholder" and collectively, the "Optionholders").

AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • September 14th, 2006 • Central Freight Lines Inc • Trucking (no local) • Nevada

This Amendment to Stock Option Agreement (the “Amendment”) is made as of September 13, 2006, between Central Freight Lines, Inc., a Nevada corporation (the “Company”), and Robert V. Fasso (the “Optionee”).

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