Exhibit 10(m)


                          SECOND AMENDMENT TO
                 STOCK PURCHASE ASSISTANCE AGREEMENT

THIS AMENDMENT ("Amendment") is dated as of June 1, 2000 and is by and
between OTR Express, Inc. (the "Company") and Steven W. Ruben, Vice
President-Finance and Chief Financial Officer of the Company ("Ruben").
This Amendment relates to and amends that certain Stock Purchase
Assistance Agreement dated February 27, 1998, as amended on January 31,
2000 by and between the Company and Ruben (the "Agreement").


   Section 7(a) of the Agreement is hereby amended to read as follows:

        (i)    For each full Principal Payment Reimbursement period
        (monthly, quarterly or annually, as determined by the
        Compensation Committee) as Ruben is employed by the Company
        in an officer position, the Company shall make payments to
        Ruben (or directly to the Bank, if instructed by Ruben but
        if Ruben is in default under the Loan, then if instructed
        by the Bank) of an amount of Principal Payment
        Reimbursement equal to the amount of principal scheduled
        due and owing to the Bank under the Loan for such period
        (e.g., if Ruben has a 6 year loan with principal payable in
        equal annual installments of $20,000, on January 1 of every
        year, the Company's Principal Payment Reimbursement would
        equal such installments assuming continuing eligibility
        throughout such periods).  Upon Ruben's receipt of any such
        payment, he shall apply such funds to the payment of the
        principal amount of the Loan to which it relates (unless he
        has already made such Loan payment from personal or other
        sources).

        (ii)   The Company and Ruben further agree that, in
        consideration of past performance and in the interest of
        inducing future performance, and on the condition that
        Ruben does not terminate his employment with the Company
        prior to August 31, 2000, it will pay the amount of $40,000
        between June 1, 2000 and September 30, 2000 towards
        repayment of the Loan such that, thereafter, it shall make
        payments to Ruben on the terms and conditions provided in
        the first sentence of this Section 7(a), for the remaining
        balance of the Loan in $10,000 annual increments (beginning
        January 1, 2001).  In the event that Ruben does terminate
        his employment with the Company prior to August 31, 2000,
        Ruben shall repay to the Company (and/or the Company may
        offset against amounts owing to Ruben) any such amounts so
        paid by the Company pursuant to this subsection.

The remainder of the Agreement, and the Agreement as amended, shall
continue in full force and effect.


IN WITNESS WHEREOF, each of the parties have executed this Agreement
intending to be bound thereby.


                                        /s/ Steven W. Ruben
                                        Steven W. Ruben


                                        OTR Express, Inc.

                                        By:   /s/ William P. Ward
                                        Name:  William P. Ward
                                        Title:    Chairman of the Board