EXHIBIT 10.1


                     FIRST AMENDMENT TO STANDSTILL AGREEMENT

         THIS FIRST AMENDMENT TO STANDSTILL AGREEMENT (this "Amendment") is made
and entered effective as of the 30th day of April, 2002, by and between
FEATHERLITE, INC., a Minnesota corporation ("Borrower"), and U.S. BANK NATIONAL
ASSOCIATION ("Lender").

                                   WITNESSETH:

         WHEREAS, Borrower and Lender have heretofore entered into that certain
Standstill Agreement dated as of January 31, 2002 (the "Standstill Agreement";
all capitalized terms used and not otherwise defined in this Amendment shall
have the respective meanings ascribed to them in the Standstill Agreement as
amended by this Amendment); and

         WHEREAS, Borrower and Lender desire to amend the Standstill Agreement
in the manner hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:

         1. Section 5(a) of the Standstill Agreement is hereby amended to
provide as follows:

                  (a) The Standstill Period shall commence upon the execution of
         this Agreement and shall expire, unless earlier terminated pursuant to
         the provisions hereof, at 5:00 p.m. (St. Louis time) on June 30, 2002.

         2. Section 5(b) of the Standstill Agreement is hereby amended by
deleting subparagraph (vii) thereof.

         3. Section 5(c) of the Standstill Agreement is hereby amended by
changing the references to "April 30, 2002" to instead provide "June 30, 2002."

         4. Borrower hereby agrees to reimburse Lender upon demand for all
out-of-pocket costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses) incurred by Lender in the preparation, negotiation
and execution of this Amendment.

         5. All references in the Standstill Agreement to "this Agreement" and
any other references of similar import shall henceforth mean the Standstill
Agreement as amended by this Amendment.

         6. Except to the extent specifically amended by this Amendment, all of
the terms, provisions, conditions, covenants, representations and warranties
contained in the Standstill Agreement shall be and remain in full force and
effect and the same are hereby ratified and confirmed.

         7. This Amendment shall be binding upon and inure to the benefit of
Borrower and Lender and their respective successors and assigns, except that
Borrower may not assign, transfer or delegate any of its rights or obligations
under the Standstill Agreement as amended by this Amendment.

         8. Borrower hereby represents and warrants to Lender that:

                  (a) the execution, delivery and performance by Borrower of
         this Amendment are within the corporate powers of Borrower, have been
         duly authorized by all necessary corporate action and require no action
         by or in respect of, consent of or filing or recording with, any
         governmental or regulatory body, instrumentality, authority, agency or
         official or any other Person;

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                  (b) the execution, delivery and performance by Borrower of
         this Amendment do not conflict with, or result in a breach of the
         terms, conditions or provisions of, or constitute a default under or
         result in any violation of, the terms of the Certificate or Articles of
         Incorporation or By-Laws of Borrower, any applicable law, rule,
         regulation, order, writ, judgment or decree of any court or
         governmental or regulatory body, instrumentality authority, agency or
         official or any agreement, document or instrument to which Borrower is
         a party or by which Borrower or any of its Property is bound or to
         which Borrower or any of its Property is subject;

                  (c) this Amendment has been duly executed and delivered by
         Borrower and constitutes the legal, valid and binding obligation of
         Borrower enforceable against Borrower in accordance with its terms,
         except as such enforceability may be limited by (i) applicable
         bankruptcy, insolvency or similar laws affecting the enforcement of
         creditors' rights generally and (ii) general principles of equity
         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law);

                  (d) all of the representations and warranties made by Borrower
         in the Standstill Agreement are true and correct in all material
         respects on and as of the date of this Amendment as if made on and as
         of the date of this Amendment; and

                  (e) as of the date of this Amendment, no breach or violation
         of any term, provision, covenant or agreement contained in the
         Standstill Agreement has occurred and is continuing.

         9. In the event of any inconsistency or conflict between this Amendment
and the Standstill Agreement, the terms, provisions and conditions contained in
this Amendment shall govern and control.

         10. This Amendment shall be governed by and construed in accordance
with the substantive laws of the State of Missouri (without reference to
conflict of law principles).

         11. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER AND LENDER FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY BORROWER AND
LENDER COVERING SUCH MATTERS ARE CONTAINED IN THE STANDSTILL AGREEMENT AS
AMENDED BY THIS AMENDMENT AND THE LOAN DOCUMENTS, WHICH DOCUMENTS ARE A COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENTS BETWEEN BORROWER AND LENDER, EXCEPT AS
BORROWER AND LENDER MAY LATER AGREE IN WRITING TO MODIFY THEM.

         12. Notwithstanding any provision contained in this Amendment to the
contrary, this Amendment shall not be effective unless and until Lender shall
have received:

                  (a) this Amendment, duly executed by Borrower;

                  (b) a certificate, executed by the Secretary or Assistant
         Secretary of Borrower, which shall certify as to the due authorization
         and execution of this Amendment;

                  (c) a written consent of its Participant, LaSalle National
         Bank, to the terms and conditions of this Amendment.


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         IN WITNESS WHEREOF, Borrower and Lender have executed this First
Amendment to Loan Agreement as of the 30th day of April, 2002.


                                        FEATHERLITE, INC.

                                           /s/ Conrad Clement
                                        By     Conrad Clement
                                        Title: President

                                        U.S. BANK NATIONAL ASSOCIATION

                                           /s/ Robin L. Van Meter
                                        By     Robin L. Van Meter
                                        Title: Asst. Vice President


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