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                                                                    EXHIBIT 10.1



                                        
                                 FIRST AMENDMENT
                                       TO
                          MOTOR CARGO INDUSTRIES, INC.
                             1997 STOCK OPTION PLAN


        This First Amendment to the MOTOR CARGO INDUSTRIES, INC. 1997 STOCK
OPTION PLAN (the "Plan") is entered into as of January 26, 1999.

        WHEREAS, MOTOR CARGO INDUSTRIES, INC. has been maintaining the Plan; and

        WHEREAS, it is desirable to amend the Plan to permit administration of
the Plan to the extent desirable in compliance with Section 162(m) of the
Internal Revenue Code.

        NOW, THEREFORE, the Plan is hereby amended effective January 1, 1999 as
follows:

        1. The following is added to the end of the first paragraph of Article
II of the Plan:

        No employee shall be granted in any fiscal year of the Company Options
        to purchase more than 300,000 Shares, such number to be subject to
        adjustment in accordance with Article XII of the Plan.

        2. The following is added to the end of the first paragraph of Article
III of the Plan:

        To the extent that the Board of Directors determines it to be desirable
        to qualify Options and Rights granted hereunder as "performance-based
        compensation" within the meaning of Section 162(m) of the Code, the Plan
        shall be administered by a Committee of two or more "outside directors"
        within the meaning of Section 162(m) of the Code.

        3. The following is added to the end of the first paragraph of Article V
of the Plan:

        In the case of a Non-Qualified Option intended to qualify as
        "performance-based compensation" within the meaning of Section 162(m) of
        the Code, the purchase price for each Share shall be such amount as the
        Committee, in its best judgment, shall determine to be not less than
        one hundred percent (100%) of the fair market value per Share at the
        date the Option is granted.

        4. This amendment is effective as set forth herein.





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        5. Except as expressly amended by this First Amendment, the Plan shall
remain in full force and effect.

        DATED the day and year first above written.




                                        MOTOR CARGO INDUSTRIES, INC.


                                        /s/ Marshall L. Tate
                                        -------------------------------------
                                        President