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                                                                    EXHIBIT 10.2

                              AVIATION GROUP, INC.

                    FIRST AMENDMENT TO 1997 STOCK OPTION PLAN

        THIS FIRST AMENDMENT TO 1997 STOCK OPTION PLAN (the "Amendment") is
executed and delivered as of the 3rd day of May, 2000 by Aviation Group, Inc. a
Texas corporation (the "Company").

                                R E C I T A L S:
                                - - - - - - - -

        A.      The Company previously has adopted the 1997 Stock Option Plan
(the "Plan") which has been approved and adopted by the shareholders of the
Company.

        B.      In connection with the acquisition by the Company of
travelbyus.com Ltd., the Board of Directors of the Company has adopted this
Amendment to the Plan at a duly called meeting held on May 3, 2000 for the
purpose of increasing the maximum number of shares available for stock options
under the plan from 150,000 to 7,000,000.

        C.      The Board of Directors of the Company has recommended that this
Amendment be submitted to the shareholders of the Company for their approval and
adoption.

                              A G R E E M E N T S:
                              - - - - - - - - - -

        NOW, THEREFORE, the Plan is hereby amended as follows:

        1.      Increase in Number of Authorized Shares. Section 3 of the Plan
is hereby amended by amending the first sentence to read as follows:

                "Subject to adjustment as provided in Section 6(k) hereof, the
                aggregate number of shares of Common Stock that may be optioned
                under the plan is 7,000,000."

        2.      Effective Date. The Amendment shall be effective as of the date
hereof, the date of its adoption by the Board of Directors of the Company
("Effective Date"), although it is subject to shareholder approval as provided
in Section 3.

        3.      Shareholder Approval. All Options granted under the Plan as
amended by this Amendment after the total number of shares purchased or
purchasable under Options granted under the Plan exceed 150,000 shares of Common
Stock are subject to, and may not be exercised before, and will be rescinded and
become void in the absence of, the approval of this Amendment by a majority of
the shareholders voting thereon at a meeting of shareholders, at which a quorum
is present, held prior to the first anniversary date of the Effective Date.
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        4.      Defined Terms: Effect Upon Plan. All initially capitalized terms
used without definition herein shall have the meanings set forth therefor in the
Plan. Except as expressly amended hereby, the Plan shall remain in full force
and effect.


        IN WITNESS WHEREOF, this First Amendment to 1997 Stock Option Plan is
executed and delivered as of the date first above written.

                                    AVIATION GROUP, INC.

                                    By: /s/ RICHARD L. MORGAN
                                       ---------------------------------
                                    Name:   Richard L. Morgan
                                    Title:  Executive Vice President