Liberate Announces Offer to Buy USA TRUCK

Name	Symbol	Market	Type
ETFS 2x Daily Long Brent Crude	BIT:LBRT	Italy	Exchange Traded Fund

	Price Change	% Change	Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Traded	Last Trade
	1.62	3.21%	52.02	45.00	54.10	52.04	50.34	51.37	25,020	16:40:00

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Cash Offer of $21 Per Share PALO ALTO, Calif., Sept. 28 /PRNewswire-FirstCall/ -- Liberate Technologies announced today that it had offered $21 per share to acquire USA Truck, Inc. (NASDAQ:USAK) subject to terms and conditions set forth in the attached letter. September 28, 2006 Jerry D. Orler President, Director USA Truck, Inc. 3200 Industrial Park Road, Van Buren, AR 72956 Dear Jerry, We are writing to express publicly what we have told you privately over the past months. By putting on paper our proposal and intentions, we hope to clearly state our offer and break the current impasse in our discussions. We appreciate the constructive dialogue over the past months and your timely response to our questions. We also appreciate the directness with which you personally have communicated with us and the willingness to consider our viewpoints. We admire your excellent management team and workforce, and have offered to acquire the company for $21 per share in cash, which is a 22% premium to the current share price. This offer is based on our extensive analysis of USAK utilizing publicly available information, but is necessarily subject to confirmation through due diligence. We are prepared to proceed immediately with our confirmatory due diligence review and negotiation of definitive documentation on mutually acceptable terms. In addition to the equity supplied by Liberate and affiliates, we have proposals from two separate banks to provide financing sufficient to consummate the proposed transaction. To date, the company's response to our initial offer has been that it is insufficient, and, therefore, the company has refused to discuss the details of our proposal or to allow us to conduct due diligence. The company has, in fact, even been unwilling to give us guidance as to what might constitute a sufficient offer to begin discussions. We ask that you reconsider our offer. If you believe the company is worth more than $21 per share, we would welcome a fuller process that could permit us to validate that higher value and to deliver the best deal possible for all shareholders. If the company were to permit us to conduct due diligence, we may be able to offer a higher price. As we have told you in the past, we are very impressed by the terrific job the USAK management team has done in managing the operations of the company. We believe that USAK is one of the best run trucking companies in the United States, with strong, experienced senior leaders and a terrific group of young executives coming up through the ranks. There is no stronger evidence of this team's capabilities than the dramatic improvement in operating ratios: 88 percent in the most recently reported period, after hovering in the mid 90's for years. More impressively, these margin gains have been realized while the company has continued to grow revenues and increase its market share. The company's financial structure, however, does not do justice to its operational excellence. In short, USAK should be a private company. The costs -- Sarbanes-Oxley, accounting, compliance, financial reports, proxies, directors and tax on management time and effort -- exceed the benefits of a public company structure. Furthermore, the next generation of management should receive a significant equity stake in the business, without the constraints of public company compensation. And the short-term focus of the public market today, especially among certain investor groups, can pull management away from the right strategic decisions -- ones that have immediate pain, but future gain -- such as the company's reported pre-purchase of trucks this year ahead of the 2007 emissions regulations. Although that pre-purchase drove up unseated capacity, which has contributed to the recent dramatic fall in share price, we believe that this acceleration of capital expenditure will not only cut cash outlays next year, but will also pay generous dividends in lower operating costs in the years ahead. USAK also has substantial unused debt capacity. Despite having a balance sheet packed with largely unencumbered assets, the company has not capitalized on the development of the asset backed and other credit markets in recent years. For example, the company's revenue equipment, related assets and accounts receivable in excess of $320 million could support credit facilities of over $250 million. OEM financing for trucks is also available on potentially even more leveraged terms. Mortgage financing for terminals and other buildings could provide additional significant liquidity. Given the business's strong operating margins and profitability, the company could also draw from the second lien and high yield markets. USAK's operational excellence is unquestioned. The company's management, employees and stakeholders deserve a capital structure commensurate with the excellence of the business. In view of your initial refusal and subsequent lack of response, we have decided to publicly announce our initial offer. I wish to assure you, however, that we are interested in pursuing a transaction on a consensual basis. We strongly urge the board to reconsider our offer and request a response to this letter by October 5, 2006. Sincerely, Philip A. Vachon President Liberate Technologies Phil Vachon President Liberate Technologies 650-330-8960 Greg Wood CFO Liberate Technologies 650-330-8960 DATASOURCE: Liberate Technologies CONTACT: Phil Vachon, President, +1-650-330-8960, or , or Greg Wood, CFO, +1-650-330-8960, or , both of Liberate Technologies Web site: http://www.liberate.com/

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