8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:

(Date of earliest event reported)

January 12, 2006

FROZEN FOOD EXPRESS INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas (State or Other Jurisdiction of Incorporation)	1-10006 COMMISSION FILE NUMBER	75-1301831 (IRS Employer Identification No.)
1145 Empire Central Place Dallas, Texas 75247-4309 (Address of Principal Executive Offices)		(214) 630-8090 (Registrant's telephone number, including area code)

	Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
r	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
r	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On Form 8K filed with the Commisison on December 2, 2005, the Registrant reported that the service of F. Dixon McElwee as Senior Vice President and Chief Financial Officer of the Company ended on November 29, 2005. The Company reported that at that time, it and Mr. McElwee were currently negotiating the terms of an agreement regarding his resignation and termination of his employment. On January 12, 2006, the Company and Mr. McElwee reached such an agreement. The terms and conditions of the agreement are filed herewith as exhibits 10.1 and 10.2.

ITEM 9.01.	Financial Statements and Exhibits
(c) EXHIBITS
	The following exhibits are furnished pursuant to Item 9.01 of Form 8-K.
10.1	Severance Agreement
10.2	Consulting Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FROZEN FOOD EXPRESS INDUSTRIES, INC.
Dated: January 13, 2006	By:	/s/ Stoney M. Stubbs, Jr.
		Stoney M. Stubbs, Jr. Chairman of the Board of Directors and President (Principal Executive Officer)

EXHIBIT INDEX
Exhibit No.	Exhibit Title	Page
10.1	Severance Agreement	4
10.2	Consulting Agreement	8

EX-10.1

EXHIBIT 10.1

November 29, 2005

Via Hand Delivery

F. Dixon McElwee, Jr.

7354 Lane Park Drive

Dallas, Texas 75225

Dear Dixon:

On behalf of Frozen Food Express Industries, Inc., FFE Transportation Services, Inc. and their affiliated companies (collectively referred to as the “Company”), I am providing you with this letter describing severance benefits providing for an amicable transition on terms and conditions acceptable to both you and the Company. The following sets forth the terms and conditions of our agreement (the “Agreement”).

1.   Termination of Employment. You and the Company agree that your employment with the Company will be terminated effective November 29, 2005 (the “Termination Date”). We agree that your termination will be characterized as a voluntary resignation from the Company. In order to receive any benefits under this Agreement, in addition to complying with all of its terms, you must fully cooperate with the Company in the transition of your responsibilities and preparation of necessary documents prior to the Termination Date. Commencing on the Termination Date, you will have no power or authority to incur any debt, liability, or obligation on behalf of the Company or any of its parent and holding companies, subsidiaries, affiliates, divisions, successors, and assigns.

2.   Severance Payment. Subject to the provisions of Section 10 below and contingent upon your timely execution and return of this Agreement, you will receive nine (9) months’ salary based upon your ending annual salary of $192,389.60. This equates to $144,292.19, which will be subject to statutory deductions, including withholding. This will be paid in a lump sum in the next normal pay cycle at least eight (8) days after your execution and return of this Agreement.

3.   Consulting Term and Compensation. You agree to serve as a Company consultant for a term of three (3) years, beginning on December 1, 2005 and continuing through November 30, 2008 pursuant to the terms and conditions of the Consulting Agreement attached hereto as Exhibit A. The purpose of the Consulting Agreement is to ensure your cooperation in the transition of your responsibilities after the Termination Date and cooperation with the Company in pending business matters. Upon your execution of the Consulting Agreement, you will receive a payment in the amount of $75,000.00 or the prorata share of the bonus payment under the 2005 Executive Bonus And Restricted Stock Plan, whichever is greater. The payment of such compensation, however, is contingent upon your execution of the attached Consulting Agreement.

4.   Vacation. You will not continue to accrue vacation time after the Termination Date. You have been paid for unused accrued vacation days as of the Termination Date. You agree and authorize the Company to deduct from your salary continuation payments any vacation time taken but not yet accrued by you as of the Termination Date.

5.   Expense Reimbursements. The Company will reimburse you for pre-approved reasonable and necessary business expenses prior to November 29, 2005 upon presentation of an appropriate itemization of expenses incurred. Any such reimbursement(s) should be submitted to the Company no later than November 29, 2005, otherwise the Company shall have no further obligation to pay you for such reimbursement(s).

6.   Confidentiality. By accepting the benefits, payments, and other items described above, you agree that:

a.   All documents (including this Agreement), records, techniques, business secrets and other information which have come into your possession from time to time during your employment with the Company (“Confidential Information and Business Secrets”) are and shall remain confidential and proprietary to the Company and/or its affiliates, and you will keep confidential and not divulge to any other party any of the Company’s and/or its affiliates’ Confidential Information and Business Secrets, including, but not limited to, Confidential Information and Business Secrets relating to such matters as the Company’s finances (including financial results, budgets, forecast, and long-range plans), operations, materials, processes, plans, designs, models, new products, apparatus, equipment, or formulas used in the Company’s operations, and the names of the Company’s customers and suppliers;

b.   All of the Company’s and/or its affiliates’ and related companies’ Confidential Information and Business Secrets are and shall remain the sole and exclusive property of the Company and/or its affiliates and related companies;

c.   You will return to the Company all Company property and the property of any of its affiliates, including all documents and records which came into your possession during your employment with the Company;

d.   You will not disparage the Company or any of the Releasees (as that term is defined in Section 7 below);

e.   At any time prior to November 30, 2008, if you desire to participate in any business as an officer, director or member of executive management that offers or sells any refrigerated trucking services which competes, directly or indirectly, with the Company, you will promptly advise the Company of your desire to undertake such employment, the name of the new employer, your proposed position, and the nature of your job requirements with such new employer, and you agree that you will take no such position that will require the use or disclosure of the Company’s trade secrets;

f.   At any time prior to November 30, 2008, you will not, whether for your own account or for the account of any other individual, partnership, firm, corporation, or business organization, either directly or indirectly solicit or endeavor to entice away from the Company any person who is employed by or otherwise engaged to perform services for the Company or any of the Releasees, or to interfere with the business relationship of the Company with any person who is then a customer of the Company; and

g.   If you fail to comply with any of the provisions of this Section 6, the Company will be entitled to a pro rata rebate of the severance paid to you. As a general example only, if a breach should occur during the eighteenth (18th) month of the three (3) year term, the Company would then be entitled to fifty percent (50%) rebate of the severance payment. In addition, the Company shall be entitled, upon application to any court of competent jurisdiction, to specific performance or injunction or other relief in order to enforce or prevent violation of such provision or provisions through November 30, 2008. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach including the recovery of damages from you.

7.   Release of Claims. In exchange for the consideration set forth in Section 2, you hereby, on behalf of yourself, your descendants, ancestors, dependents, heirs, representatives, executors, administrators, successors, and assigns:

a.   Fully and forever release and discharge the Company and each of its parent and holding companies, subsidiaries, affiliates, divisions, successors, and assigns, including but not limited to FFE Transportation Services, Inc. and Frozen Food Express Services, Inc., together with all of their past and present trustees, directors, officers, agents, attorneys, insurers, employees, stockholders, and representatives (collectively the “Releasees”), from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders, or liabilities of whatsoever kind or nature in law, equity, or otherwise, whether now known or unknown, suspected or unsuspected, which you now own or hold or have or may have at any time heretofore or hereafter owned or held as against the Company and/or any of the Releasees, arising out of or in any way connected with:

(1)   your employment relationship with the Company and/or any of its past or present subsidiaries or parent or affiliated companies or entities (except any claims for pension or retirement benefits);

(2)   your termination from the Company and/or any of its past or present subsidiaries or parent or affiliated companies or entities; and

(3)   any and all other transactions, occurrences, acts or omissions, and any loss, damage, or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Company and/or any of the Releasees arising, committed, or omitted prior to the effective date of this Agreement or at any time during your employment with the Company or with any of the Releasees, including, but not limited to claims under Title VII of the Civil Rights Act of 1964, the Texas Commission on Human Rights Act, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act, the Civil Rights Act of 1866, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Family and Medical Leave Act, any and all claims for breach of contract (except for the obligations created herein), tort, and personal injury of any kind, including but not limited to any claims for severance pay, bonus, salary, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance, or any other fringe benefit, worker’s compensation or disability, and/or any claims under any other federal, state, local, or other governmental statute, regulation, and/or common law.

b.   Covenant not to sue the Company or any of the Releasees for any reason in any suit or proceeding, including, but not limited to, any suit, grievance or proceeding under Title VII of the Civil Rights Act of 1964, the Texas Commission on Human Rights Act, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Employee Retirement Income Security Act, the Civil Rights Act of 1866, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and/or any and all other executive orders, federal or state laws, precedents, statutes or regulations, or bring any charge or complaint with the Texas Commission on Human Rights, the Texas Workforce Commission, the U.S. Department of Labor, or any other administrative, governmental, regulatory, legislative, or judicial body.

In the event that you breach this Agreement by bringing any judicial, quasi-judicial, or administrative action against the Company and/or any of the Releasees, then it is agreed that the Company’s obligation to provide you with the consideration described in Section 2 will immediately cease, and that you will be liable for all direct, indirect, and consequential damages that the Company and/or any of the Releasees may suffer as a result of such breach, including but not limited to any costs and attorney’s fees incurred. It is understood that your obligations under this Agreement would, nevertheless, remain binding and in full force and effect.

In the event that any charge, complaint, grievance, arbitration, action, or other proceeding was or is filed by you or by any person or entity on your behalf (other than to receive the consideration described in Section 2 of this Agreement), you agree not to cooperate beyond the minimum level that is legally required, and that in no event will you accept or share in any recovery or relief obtained as a result of any such action or proceeding.

8.   Stock Option Plans. The general release, contained in Section 7 above, shall not limit or otherwise affect your rights or obligations under any stock option plan with the Company or any of the Releasees. Any such option(s) shall be governed in accordance with the relevant plan covering such option(s).

9.   Non-Liability. You agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time, for any purpose, an admission by the Company or by any of the Releasees of any liability or wrongful or unlawful conduct of any kind whatsoever.

10.   Withholdings. All payments or benefits to you under this Agreement or otherwise are subject to withholding by the Company from such payments or benefits in accordance with applicable laws and regulations then in effect, including but not limited to any federal, state, regional, and local taxes.

11.   Company Property. You agree to return to the Company, on or before the close of business on the Termination Date, any and all Company property (including, but not limited to, sales materials, documents or other company records, parking cards, pass cards, access cards, keys, calling cards, mobile phones, beepers, pagers, credit cards, computers, fax machines, copy machines, Palm Pilots or personal digital assistants, or any other equipment) that you have or may have in your possession or control. If you do not return any items of Company property in your possession or control by said date, then the Company may, in addition to any rights and remedies it may have under this Agreement or otherwise, withhold any and all payments to be made to you hereunder.

12.   Neutral Reference Policy. Pursuant to Company policy, the Human Resources Department will confirm to prospective employers your position held, dates of employment, and social security number. The Company will not provide any other information about your employment, including a letter of reference.

13.   Notices. All notices, requests, demands, and other communications hereunder must be in writing and shall be deemed to have been given if delivered by hand or mailed within the continental United States by first class, registered, or certified mail, return receipt requested, postage and registry fees prepaid and addressed as follows:

a.   If to the Company:

Charles G. Robertson

Executive Vice President and Chief Operating Officer

Frozen Food Express Industries, Inc.

1145 Empire Central Place

Dallas, Texas 75247-4309

b.   If to you:

F. Dixon McElwee, Jr.

7354 Lane Park Drive

Dallas, Texas 75225

Either party by notice in writing to the other may change the address to which notices, requests, demands, or other communications to it shall be mailed.

14.   Offer. This offer shall remain only in effect through the close of business on December 21, 2005, after which it shall be deemed to have been automatically withdrawn.

15.   Employee Acknowledgments and Representations. You hereby acknowledge and represent that:

a.   You have been advised in writing to seek the advice of an attorney of your choice prior to signing this Agreement, and have had an adequate opportunity to seek legal counsel of your own choosing. The Company and you agree that the parties have relied upon the advice of their respective attorneys, who are attorneys of their own choice, or they have knowingly and willingly not sought the advice of such attorneys. You hereby understand and acknowledge the significance and consequence of this Agreement and represent that the terms of this Agreement are fully understood and voluntarily accepted by you.

b.   You have read this Agreement and understand all of the terms of this Agreement, and you enter into this Agreement freely and voluntarily.

c.   This Agreement is intended to include in its effect and does include, without limitation, all claims which you do not know or suspect to exist in your favor at the time of execution of this release, and that the terms agreed upon contemplate and extinguish any and all such claims.

d.   You acknowledge that you received this Agreement on or before November 29, 2005, and that you are being provided at least twenty-one (21) days after you received this Agreement to decide whether to sign this Agreement and to be bound by its terms, and that you considered the terms of this Agreement for at least twenty-one (21) days or knowingly and voluntarily waived your right to do so.

e.   You acknowledge and understand that you have the right to revoke this Agreement for a period of seven (7) days after you have signed it. This Agreement shall not become effective, and no money shall be paid by the Company, until the seven-day period has expired. The effective date of this Agreement shall be the eighth day following the date on which you sign this Agreement. You further acknowledge and understand that revocation must be accomplished by delivery of a written notification to Charles G. Robertson of the Company at the address indicated above. In the event that this Agreement is canceled or revoked, the Company shall have no obligation to furnish the payments and benefits described herein.

f.   This Agreement will become null and void and of no further force or effect if the Company does not receive a fully executed copy from you after the Termination Date but ON OR BEFORE the close of business on December 21, 2005, which is at least twenty-one (21) days after you received a copy of this Agreement.

16.   Termination of Company Associations. You agree that, as of the Termination Date, you will resign or shall be considered to have resigned from any position held with the Company as well as its parent, subsidiary, and affiliated companies and divisions, including but not limited to Frozen Food Express Industries, Inc., FFE Transportation Services, Inc., Lisa Motor Lines, Inc., American Eagle Lines, AirPro Holdings, Inc., and W&B Refrigeration Service Company. You therefore acknowledge that, following the Termination Date, you shall hold no further positions with the Company and/or its parent, subsidiary, and affiliated companies and divisions.

17.   Miscellaneous.

a.   Assignment. This Agreement shall not be assigned, pledged, or transferred in any way by you without the Company’s prior written consent.

b.   Modification. No change, alteration, or modification of this Agreement may be made except in writing signed by both parties thereto.

c.   Entire Agreement: The matters set forth in this Agreement, along with the Consultant Agreement between the parties, dated November 29, 2005, constitute the entire agreement between Consultant and the Company and supersede all prior agreements, negotiations, and discussions between the parties hereto and/or their respective counsel with respect to the subject matter hereof. No other representations, covenants, undertakings, or other prior or contemporaneous agreements, oral or written, regarding the matters set forth in this Agreement shall be deemed to exist or bind any of the parties hereto. Each party understands and agrees that it has not relied on any statement or representation by the other party or any of its representatives in entering into this Agreement.

d.   Headings. The headings in this Agreement are for convenience of reference only and shall not be considered as part of this Agreement nor limit or otherwise affect the meaning hereof.

e.   Severability. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction, a provision that most closely resembles the parties’ intent, but which is legally enforceable, shall be deemed to have been automatically substituted in the place and stead of such illegal or unenforceable provision. If a legal provision which would carry out the parties’ intent cannot, as a practical matter, be substituted in the place of such unenforceable provision (other than the general release language), then such provision shall immediately become null and void, but leaving the remainder of this Agreement in full force and effect. If, however, any portion of the general release language were ruled or deemed to be unenforceable for any reason, then you agree to promptly return to the Company all of the consideration that has been paid to you under this Agreement.

f.   Rights and Remedies Cumulative. No failure or delay on the part of any party hereto in exercising any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of or the exercise of any other right hereunder preclude any other or further exercise thereof or the exercise of any other right. No right or remedy provided for herein is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

g.   All Commitments. The amounts and benefits payable to you under this Agreement constitute all payments or benefits which the Company shall be obligated to provide for you, and you agree that, except as provided herein, neither you nor your estate will have any rights under any bonus plan, incentive compensation plan, health plan, or any other benefit or compensation plan whatsoever. Any rights under any savings or pension plan, if applicable, are subject to the terms and conditions of such plans.

18.   Governing Law and Venue. The terms and provisions of this letter agreement and release shall be governed by and construed in accordance with the laws of the STATE OF TEXAS, exclusive of any conflict of law provisions, and venue for all purposes of this letter agreement and release shall be in a court of competent jurisdiction sitting in DALLAS COUNTY, TEXAS or the applicable federal district or appellate court having jurisdiction over actions filed in such county and state.

19.   BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, HAVE HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF YOUR CHOICE, UNDERSTAND IT, AND ARE VOLUNTARILY ENTERING INTO IT. READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

If the foregoing is acceptable to you, please acknowledge your agreement by signing three copies of this letter and returning two of them to me after the Termination Date but ON OR BEFORE December 21, 2005. The remaining copy is for your files.

 Sincerely,

 /s/ Stoney M. Stubbs, Jr.

 Stoney M. Stubbs, Jr.

 Chairman, President, and Chief Executive Officer

 Frozen Food Express Industries, Inc.

ACCEPTED AND AGREED:

 /s/ F. Dixon McElwee, Jr.

 F. Dixon McElwee, Jr.

EX-10.2

EXHIBIT 10.2

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made and entered into effective as of December 1, 2005 (the “Effective Date”) by and between Frozen Food Express Industries, Inc. (“FFE”) and F. Dixon McElwee, Jr. (“Consultant”).

RECITALS

WHEREAS, Consultant’s employment with FFE terminated effective on or about November 29, 2005;

WHEREAS, Consultant, as the former Chief Financial Officer (“CFO”) of FFE, has specialized knowledge regarding FFE’s financial management and related matters; and

WHEREAS, FFE desires that Consultant complete such tasks and projects as may reasonably be designated from time to time by FEE, and Consultant agrees to perform such consulting services as an independent contractor on the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Engagement. FFE hereby engages Consultant to render consulting services, as an independent contractor, to FFE upon the terms and conditions set forth in this Agreement.

2.Terms of Engagement.

a.Nature of Services and Engagement. During the Consulting Term, as defined under Section 3 below, Consultant shall perform services to or for the benefit of FFE by completing such tasks and projects as may reasonably be designated from time to time by the Chairman, President and Chief Executive Officer and/or the Executive Vice President and Cheif Operating Officer of FFE. Consultant shall attend meetings and conferences as may be directed by FFE from time to time. Consultant shall endeavor to promote the interests of FFE and all services rendered by Consultant on behalf of FFE shall be performed to the best of his abilities and in furtherance of the welfare and objectives of FFE.

b.Independence of Consultant. The parties agree that Consultant is an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee, or representative of FFE. Consultant will work independently and exercise his own judgment, without official hours or a prescribed minimum number of hours worked per week. FFE shall not exercise control over the means or methods of Consultant’s work or his day-to-day activities, except that Consultant shall comply with all applicable local, state, and federal laws, rules, and regulations and complete all assigned projects in a thorough, professional, and timely manner.

c.Authority to Enter Into Agreements. Consultant shall have no power or authority to act, bind, make commitments, or enter into contracts or agreements on behalf of FFE, and Consultant may not hold himself out as an employee, officer, director, or agent of FFE.

d.Equipment, Tools, Materials or Supplies. Consultant shall supply, at his sole expense, all equipment, tools, materials, and/or supplies necessary for the provision of services under this Agreement, except that FFE shall provide Consultant with access to its computer system as needed.

3.Consulting Term and Termination.

a.Consulting Term. The Consulting Term shall be for three (3) years and begin on the Effective Date of this Agreement and continue through November 30, 2008.

b.Termination. This Agreement may be terminated prior to the expiration of the Consulting Term by either party upon thirty (30) days’ prior written notice to the other party but only for a material breach of this Agreement. In addition, FFE may terminate this Agreement immediately and without prior written notice if Consultant refuses or is unable to perform the services to be performed hereunder, whether by reason of Consultant’s death or disability or otherwise.

4.Compensation. As compensation for the services to be rendered by Consultant to FFE pursuant to this Agreement, Consultant shall be paid the compensation and other benefits described below:

a.Consulting Fee. FFE shall pay to Consultant a one-time fee of $75,000.00 or the pro rata share of the bonus payment under the 2005 Executive Bonus And Restricted Stock Plan, whichever is greater, as described in the Severance Agreement between the parties, dated November 29, 2005, and incorporated herein by reference.

b.Reimbursement of Expenses. FFE shall not be liable for any expense paid or incurred by Consultant other than those that are pre-approved in writing by FFE and have been documented and itemized by Consultant.

c.Benefits. Consultant shall not be entitled to, nor receive any company-sponsored benefits normally provided to FFE’s employees, including, but not limited to, training, retirement, vacation, holidays, leaves of absence, or sick pay. FFE will not provide health, life, dental, or disability insurance to Consultant, and will not make unemployment insurance or disability insurance contributions nor obtain workers’ compensation insurance on Consultant’s behalf. Consultant shall carry his own insurance and agrees to assume any risk incidental to his entry upon the premises of FFE and travel to and from the location at which services are to be performed.

d.Taxes. FFE shall not be responsible for withholding federal, state, or local income taxes, or any other taxes or social security payments, from any sum paid to Consultant under this Agreement. Consultant shall be solely responsible for filing all returns and paying any income, social security, or other tax levied upon or determined with respect to the payments made to Consultant pursuant to this Agreement. Consultant agrees to indemnify FFE for all such tax liability, including interest and penalties, if any.

5.Confidential Information.

a.Promise to Provide Confidential Information. FFE promises that it will, immediately upon Consultant’s execution of this Agreement, provide Consultant with Confidential Information, as this term is defined in Section 5(b) below, including but not limited to the information attached hereto as Exhibit A. Consultant acknowledges that FFE has invested substantial time, money and effort in developing its Confidential Information, that this Confidential Information is a valuable, special and unique asset of FFE, that FFE would sustain great loss if such information were improperly used or disclosed, and that the protection and maintenance of FFE’s Confidential Information constitute legitimate interests to be protected by FEE by the covenants set forth in Section 6 below.

b.Non-Disclosure. Consultant acknowledges that, by signing this Agreement, he acknowledges delivery and receipt of confidential information relating to the business, financial affairs, services, operations, and/or activities of FFE or its affiliates, including without limitation accounting information, financial information, financial analyses, budgets, and forecasts, marketing strategies, business development plans, research and development, methods of doing business, information about employees and employment practices, trade secrets, market reports, customer information (including but not limited to customer lists, customer research and investigations, customer sales, and customer financial information), vendor information (including without limitation vendor lists, vendor prices, services, and contracts), freight charges, routes, schedules, rates, tariffs, and prices charged to customers and other similar information that is proprietary information of FFE or its affiliates (collectively referred to as “Confidential Information”). Consultant will not for any reason divulge, use, furnish, disclose, or make accessible, for his own benefit or the benefit of any person or entity with which he may be associated, any Confidential Information to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever without FFE’s prior written consent. Confidential Information does not include information which has become publicly known and made generally available through no wrongful act of Consultant or which has been rightfully received by Consultant from a third party authorized to make such disclosure.

c.Return of Confidential Information and Records. All records, files, materials, and Confidential Information obtained by Consultant are confidential and proprietary and shall remain the exclusive property of FFE or its affiliates, as the case may be. Upon the end of the Consulting Term, Consultant will not take with him, unless authorized in writing by FFE, data, formulations, compositions, reports, letters, memoranda, notes, magnetic or electronic media, or any writing or documents whatever, or copies thereof, which reflect or deal with Confidential Information, and Consultant will promptly deliver to FFE any of the foregoing which may be in his possession or control.

d.Remedies for Breach of Confidentiality Covenants. Consultant acknowledges and agrees that his breach of the confidentiality provisions of this Agreement could not be adequately compensated with monetary damages or other legal remedies and would irreparably injure FFE and, accordingly, that FFE shall be entitled to temporary and permanent injunctive relief without the necessity of independent proof by it as to the inadequacy of legal remedies or the nature or extent of the irreparable harm suffered by it, and that specific performance shall be an appropriate remedy. Consultant waives any claim or defense that there is an adequate remedy at law for such breach. Nothing in this Section 5(c) shall be construed to prevent FFE from pursuing any and all other legal or equitable remedies available to it for such breach or threatened breach, including without limitation the recovery of monetary damages.

e.Survivability. The provisions of this Section 5 will survive the termination of the Agreement and shall be binding upon Consultant’s successors and assigns.

6.Non-Competition and Non-Solicitation Agreement.

a.Non-Competition. During the Consulting Term, Consultant shall not, directly or indirectly, engage or be engaged in any managerial or executive capacity in any refrigerated trucking business within the continental United States in which FFE provides refrigerated trucking services, either as an individual, or as an employee, associate, partner, member, stockholder, consultant, owner, manager, agent or otherwise or by means of any corporate or other device, either on his own behalf or on behalf of others.

b.Non-Solicitation. During the Consulting Term, Consultant shall not (i) on his own behalf or on behalf of any other person or entity, solicit, divert or recruit any person who is, during such time frame, an employee of FFE to leave such employment or in any other manner attempt, directly or indirectly, to influence, induce, or encourage any employee of FFE to leave the employment of FFE; or (ii) cause or assist anyone to cause any of the customers of FFE with whom Consultant communicated, dealt with, or became acquainted prior to or during the Consulting Term to enter into contractual arrangements with himself or any other person, firm, partnership, corporation, or other company in any business or activity that is in competition with FFE.

c.Reasonableness of Restrictions. Consultant has carefully read and considered the provisions of this Section 6 and, having done so, agrees that the restrictions set forth herein, including, but not limited to, the time period of restriction, the geographic areas of restriction, and the scope of the restriction are fair and reasonable, are supported by sufficient and valid consideration, and these restrictions do not impose any greater restraint than is necessary to protect the Confidential Information, goodwill, and other legitimate business interests of FFE. Consultant acknowledges that these restrictions will not cause him undue hardship; that there are numerous other employment and business opportunities available to him that are not affected by these restrictions; and that Consultant’s ability to earn a livelihood without violating such restrictions is a material condition to this Agreement.

d.Violation of Restrictions. Consultant acknowledges that compliance with the non-competition and non-solicitation restrictive covenants contained in this Section 6 is necessary to protect the Confidential Information, business, and goodwill of FFE. Consultant also acknowledges that a breach of such covenants will result in irreparable and continuing damages to FFE, for which money damages may be an insufficient remedy to FFE. Further, Consultant acknowledges that the ascertainment of the full amount of damages in the event of Consultant’s breach of any provision of this Agreement would be difficult. Consequently, Consultant agrees that, in the event of a breach or threatened breach of any of the restrictive covenants contained in this agreement, that the parties, in addition to all other remedies they may have, shall be entitled to both (a) temporary, preliminary and/or permanent injunctive relief to restrain the breach of or otherwise to specifically enforce any of the covenants in order to prevent the continuation of such harm; and (b) money damages insofar as they can be determined.

7.Breach of this Agreement. If, during the Consulting Term, Consultant violates any of the terms of this Agreement, Consultant will return to FFE the full amount of the Consulting Fee within ten (10) business days of written notification by FFE that Consultant has violated the terms of this Agreement.

8.Indemnification. Consultant agrees to indemnify and hold harmless FFE, its officers, directors, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and costs of court, arising directly or indirectly from any negligent, reckless, or intentionally wrongful act of Consultant or Consultant’s assistants, employees, or agents; a determination by a court or agency that Consultant is not an independent contractor; and any breach by Consultant or his assistants, employees, or agents of any of the covenants contained in this Agreement.

9.Severability and Modification. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of the State of Texas. If any provision is adjudicated to be invalid or unenforceable, the invalid or unenforceable provision shall be deemed amended in such manner as to render it enforceable and to effectuate as nearly as possible the intentions and agreement of the parties. If any provision of this Agreement is held illegal, invalid, or unenforceable, in whole or in part, by a court of competent jurisdiction, then it is the intent of the parties hereto that the balance of this Agreement be enforced to the fullest extent permitted by applicable law and, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such invalid provision as may be possible and be legal, valid, and enforceable.

10.Independent Consideration. The covenants contained herein each constitute a separate agreement independently supported by good and adequate consideration and each such agreement shall be severable from the other provisions of this Agreement and shall survive this Agreement. The existence of any claim or cause of action of Consultant against FFE, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by FFE of the covenants and agreements of Consultant set forth herein.

11.No Obligation to Use Services and Cap on Services. Notwithstanding any other provision of this Agreement, FFE shall have no obligation to actually utilize Consultant’s services. FFE’s obligations to Consultant under this Agreement shall be fully performed by the payment to Consultant of the Consulting Fee which FFE is obligated to pay Consultant following the execution of this Agreement, subject to all of FFE’s rights hereunder. Consultant shall have no obligation to render services beyond five (5) hours per month to FFE; if services are requested by FFE that would require additional time commitments, the parties shall endeavor to agree upon a reasonable compensation to Consultant for such additional working time.

12.Waiver and Breach. A party’s failure at any time to require performance by the other party of any provision hereof shall not affect the party’s right thereafter to enforce the same, nor shall the waiver by any party of any breach of any provision hereof be construed as a waiver of any succeeding breach of any provision or as a waiver of the provision itself.

13.Breach by FFE. No act or omission of FFE hereunder shall constitute a breach of this Agreement unless Consultant shall first notify FFE in writing setting forth in reasonable detail the alleged breach and FFE shall not cure the alleged breach within thirty (30) days after receipt of said notice. If FFE fails to cure a material breach of its obligations under this Agreement as herein provided, Consultant may terminate this Agreement by written notice to FFE delivered to FFE within five (5) business days after the expiration of the applicable cure period or any further cure period to which the parties may agree.

14.Attorneys’ Fees. In the event of any suit or judicial proceeding between the parties hereto with respect to this Agreement, the prevailing party shall, in addition to such other relief as the court may award, be entitled to reasonable attorneys’ fees and costs.

15.Modification. No change or modification of this Agreement shall be valid or binding upon the parties hereto, nor shall any waiver of any term or condition in the future be so binding, unless such change or modification or waiver is in writing and signed by all of the parties hereto.

16.Notices. All notices hereunder shall be in writing and shall be delivered by hand or mailed within the continental United States by first class, registered, or certified mail, return receipt requested, postage and registry fees prepaid. Such notices shall be deemed to have been duly given upon receipt, if personally delivered, and, if mailed, upon three (3) days after the date of mailing (two days in the case of overnight mail), in each case addressed to the parties at the following addresses or at such other addresses as shall be specified in writing and in accordance with this Section:

If to FFE:                                 Charles G. Robertson

Executive Vice President and Chief Operating Officer

Frozen Food Express Industries, Inc.

1145 Empire Central Place

Dallas, Texas 75247-4309

If to Consultant:                        F. Dixon McElwee, Jr.

7354 Lane Park Drive

Dallas, Texas 75225

17.Entire Agreement: The matters set forth in this Agreement, along with the Severance Agreement between the parties, dated November 29, 2005, constitute the entire agreement between Consultant and the Company and supersede all prior agreements, negotiations, and discussions between the parties hereto and/or their respective counsel with respect to the subject matter hereof. No other representations, covenants, undertakings, or other prior or contemporaneous agreements, oral or written, regarding the matters set forth in this Agreement shall be deemed to exist or bind any of the parties hereto. Each party understands and agrees that it has not relied on any statement or representation by the other party or any of its representatives in entering into this Agreement.

18.Assignment. FFE shall have the right to assign this Agreement and its obligations hereunder to any successor in interest. The rights, duties, and benefits to Consultant hereunder are personal to Consultant and no such right or benefit may be assigned by Consultant.

19.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.

20.Counterparts. This Agreement may be executed in counterparts, each of which will constitute one document.

21.Headings. The captions, headings, and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date written above.

CONSULTANT:

 /s/ F. Dixon McElwee, Jr.

 F. Dixon McElwee, Jr.

Date

FROZEN FOOD EXPRESS INDUSTRIES, INC.:

By:	/s/ Stoney M. Stubbs, Jr.
Its:	President, Chairman and Chief Executive Officer

Date