Exhibit 10.aa

                      FIRST AMENDMENT TO HUFFY CORPORATION
                           1998 RESTRICTED SHARE PLAN

This First Amendment is made and effective as of April 27, 2001, to the 1998
Restricted Share Plan (the "Plan"), under the following circumstances:

The Company desires to amend the Plan and such amendment was approved and
adopted by the Board of Directors of the Company on December 7, 2000 and by the
Shareholders of the Company on April 26, 2001;

NOW, THEREFORE, the Plan shall be amended as follows:

1.       DEFINITIONS. All capitalized terms herein, unless otherwise
         specifically defined in this Amendment, shall have the meanings given
         to them in the Plan.

2.       AMENDMENT. Section 5.1 of the Plan is hereby amended in its entirety to
         read as set forth below:

                  5.1 Aggregate Limitation. The total number of shares of Common
                  Stock which may be issued in the aggregate under this Plan,
                  the Sponsor's 1998 Director Stock Option Plan and the
                  Sponsor's 1998 Key Employee Stock Plan shall not exceed
                  1,123,714 shares subject, however, to adjustments required
                  under the provisions of Section 5.4 hereof.

3.       EFFECTIVE DATE AND AFFIRMATION. This Amendment shall be effective as of
         April 26, 2001. Except as amended hereby, the Plan remains unchanged
         and in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed as of April 27, 2001.

                                         HUFFY CORPORATION


                                         By: /s/ Nancy A. Michaud
                                            ------------------------------------
                                               Nancy A. Michaud
                                               Vice President - General
                                               Counsel and Secretary