Exhibit 10(x)





                          SECOND AMENDMENT TO
                 STOCK PURCHASE ASSISTANCE AGREEMENT

THIS AMENDMENT ("Amendment") is dated as of June 1, 2000 and is by and
between OTR Express, Inc. (the "Company") and Jeff Brown, Vice President
and Chief Operating Officer of the Company ("Brown").  This Amendment
relates to and amends that certain Stock Purchase Assistance Agreement
dated June 8, 1998, as amended on January 31, 2000 by and between the
Company and Brown (the "Agreement").


   Section 7(a) of the Agreement is hereby amended to read as follows:

   (i)    For each full Principal Payment Reimbursement period
   (monthly, quarterly or annually, as determined by the
   Compensation Committee) as Brown is employed by the Company in
   an officer position, the Company shall make payments to Brown
   (or directly to the Bank, if instructed by Brown but if Brown
   is in default under the Loan, then if instructed by the Bank)
   of an amount of Principal Payment Reimbursement equal to the
   amount of principal scheduled due and owing to the Bank under
   the Loan for such period (e.g., if Brown has a 6 year loan
   with principal payable in equal annual installments of
   $10,000, on June 8 of every year, the Company's Principal
   Payment Reimbursement would equal such installments assuming
   continuing eligibility throughout such periods).  Upon Brown's
   receipt of any such payment, he shall apply such funds to the
   payment of the principal amount of the Loan to which it
   relates (unless he has already made such Loan payment from
   personal or other sources).

   (ii)   The Company and Brown further agree that, in
   consideration of past performance and in the interest of
   inducing future performance, and on the condition that Brown
   does not terminate his employment with the Company prior to
   August 31, 2000, the Company will pay the amount of $20,000
   between June 1, 2000 and September 30, 2000 towards repayment
   of the Loan such that, thereafter, it shall make payments to
   Brown on the terms and conditions provided in the first
   sentence of this Section 7(a), for the remaining balance of
   the Loan in $5,000 annual increments rather than $10,000
   annual increments (beginning January 1, 2001).  In the event
   that Brown does terminate his employment with the Company
   prior to August 31, 2000, Brown shall repay to the Company
   (and/or the Company may offset against amounts owing to Brown)
   any such amounts so paid by the Company pursuant to this
   subsection.

The remainder of the Agreement, and the Agreement as amended, shall
continue in full force and effect.


IN WITNESS WHEREOF, each of the parties have executed this Agreement
intending to be bound thereby.


                     /s/ Jeff Brown
                     Jeff  Brown


                     OTR Express, Inc.

                     By:   /s/ William P. Ward
                     Name:  William P. Ward