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                                                                    EXHIBIT 10.1


                                FIRST AMENDMENT
                                      TO
                              LOOMIS, FARGO & CO.
                            1997 STOCK OPTION PLAN

     This First Amendment to the Loomis, Fargo & Co. 1997 Stock Option Plan
(this "Amendment"), dated as of August 30, 2000, amends the Loomis, Fargo & Co.
1997 Stock Option Plan (the "Plan") adopted as of August 15, 1997 by the Board
of Directors of Loomis, Fargo & Co., a Delaware corporation (the "Company").

     WHEREAS, the Company has previously established the Plan whereby certain
employees of the Company have been granted options (the "Options") to purchase
shares of the common stock, $0.01 par value ("Common Stock"), of the Company;
and

     WHEREAS, the Board of Directors of the Company, pursuant to resolutions
duly adopted by the Board of Directors at a meeting duly called and held on
August 30, 2000, together with the stockholders of the Company, pursuant to a
unanimous written consent of stockholders dated August 30, 2000, in accordance
with Section 10.2 of the Plan, have approved an amendment to the Plan on the
terms and conditions set forth in this Amendment.

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

1.  Amendment of Section 6.5.  Section 6.5 of the Plan is hereby amended and
    restated to read in its entirety as follows:

  "6.5    EXERCISE OF STOCK OPTIONS.  The Stock Option exercise price shall be
          paid in cash.  In the discretion of the Committee, payment may also be
          made by delivering a properly executed exercise notice to the Company
          together with a copy of irrevocable instructions to a broker to
          deliver promptly to the Company the amount of sale or loan proceeds to
          pay the exercise price.  To facilitate the foregoing, the Company may
          enter into agreements for coordinated procedures with one or more
          brokerage firms; provided, that such agreements or procedures shall be
          administrative in nature and shall not impose any special liability or
          risk of loss on the Company with respect to any such transaction other
          than the payment of ordinary fees and expenses necessary for
          administering any such procedures.  In determining whether to permit
          such alternative method by which a Participant may pay the exercise
          price, the Committee may consider such factors as it determines are
          appropriate; provided, however, that with respect to ISOs, such
          discretionary determination by the Committee shall be made at the time
          of grant and specified in the Stock Option Agreement."

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2.  Amendment of Section 6.8(b).  Section 6.8(b) of the Plan is hereby amended
    and restated to read in its entirety as follows:

  "(c)  Term.  Each Initial Stock Option shall expire on, and shall not be
        exercised on and after, the 7th anniversary of the date of grant."

3.  Amendment of Section 6.8(c).  Section 6.8(c) of the Plan is hereby amended
    and restated to read in its entirety as follows:

  "(c)  Exercisability.  Each Initial Stock Option shall become exercisable on
        the 6th anniversary of the date of grant."

4.  Amendment of Section 6.8(d).  Section 6.8(d) of the Plan is hereby amended
    by deleting "10th anniversary" in the first sentence and replacing it with
    "6th anniversary".

5.  Deletion of Section 7.2.  Section 7.2 of the Plan is hereby deleted in its
    entirety.

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