REVISED
                                 AMENDMENT NO. 3
                                     TO THE
                       SIMON TRANSPORTATION SERVICES INC.
                              INCENTIVE STOCK PLAN


         THIS  AMENDMENT  NO. 3   TO  THE  SIMON  TRANSPORTATION  SERVICES  INC.
INCENTIVE STOCK PLAN, (the "Amendment") is made this 30th day of November, 2000,
by Simon  Transportation  Services Inc., a Nevada  corporation  (the "Company"),
to be effective  September 1, 2000.  All terms  in this Amendment shall have the
meaning ascribed in the Plan, unless otherwise defined herein.

                                    RECITALS

         WHEREAS,  on August 16, 1995, all voting stockholders and all directors
of  the  Company adopted the Dick Simon Trucking,  Inc. Incentive Stock Plan (as
amended, the "Plan");

         WHEREAS, on August 16, 1996, the Company adopted Amendment No. 1 to the
Plan;

         WHEREAS, as of October 21, 1997, the Company adopted Amendment No. 2 to
the Plan;

         WHEREAS,  on September 19, 2000, and subject to  stockholder  approval,
the  Company's  Board of  Directors  adopted an  Amendment  No. 3 to the Plan to
increase the number of shares subject to the Plan from 1,000,000 to 1,500,000;

         WHEREAS,  the proposed  Amendment No. 3 has not yet been  considered by
the Company's  stockholders  and the Company has determined that it is advisable
and in the best  interests of the Company to revise the  Amendment  No. 3 to the
Plan to  increase  the number of shares  subject to the Plan and  available  for
award or  issuance  upon the  exercise  of options  granted  under the Plan from
1,000,000 to 2,000,000, and forward such increase for stockholder approval;

         WHEREAS,  the Company has  determined  that it is advisable  and in the
best interests of the Company to amend the Plan to  specifically  include leased
employees within the definition of "employees"  under the Plan and, although not
required  by the Plan,  such  action  shall also be  forwarded  for  stockholder
approval;

         NOW  THEREFORE,  upon these premises and subject to the approval of the
stockholders of the Company,  the Plan is hereby modified,  altered, and amended
effective September 1, 2000, in the following respects only:


1.       Amendment.


         A.       Article I, Section 1.4 is deleted in its entirety and replaced
         with the following:

                  1.4  Eligibility  for  Participation.  All  employees  of  the
         corporation   shall  be  eligible  to  participate  in  the  Plan,  and
         Participants  in the  Plan  shall be those  employees  selected  by the
         Committee from time-to-time in its sole discretion. As used herein, the
         term "employee" or "employees" shall include leased employees.

         B.       The  second  sentence  of   Article I,  Section 1.6  is hereby
         deleted and replaced with the following sentence:

                  The  maximum  number of shares  of  Common  Stock  that may be
         issued  for  all   purposes   under  the  Plan  shall  be  Two  Million
         (2,000,000).

2.       Effective  Date.  Subject  to  approval  of  the  stockholders  of  the
Company,  this amendment shall be effective as of September 1, 2000,  and  shall
apply  to  all  options  to  be  granted under the terms of the Plan on or after
September 1, 2000.

3.  Ratification.  In all  respects,  other  than as  specifically  set forth in
Section 1 of this Amendment, the Plan shall remain unaffected by this Amendment,
the Plan  shall  continue  in full  force and  effect,  subject to the terms and
conditions  thereof,  and  in  the  event  of any  conflict,  inconsistency,  or
incongruity  between the  provisions of this Amendment and any provisions of the
Plan the provisions of this Amendment shall in all respects govern and control.

         To record the adoption of this Amendment by the Board,  the Company has
caused its duly authorized officer to affix the corporate name hereto.


                                         SIMON TRANSPORTATION SERVICES INC.,
                                         a Nevada corporation


                                         By: /s/ Alban B. Lang
                                             -----------------------------------
                                             Alban B. Lang, Secretary