EXHIBIT 2.3

                               AMENDMENT NO. 1 TO
                      AGREEMENT AND PLAN OF REORGANIZATION


         THIS  AMENDMENT  is made and entered in to effective as of December 30,
1996,   by  and  among   Featherlite   Mfg.,   Inc.,  a  Minnesota   corporation
("Featherlite"), Vantare International, Inc., a Florida corporation ("Vantare"),
and Michael Guth ("Guth").


                                    RECITALS:

         A. Pursuant to an Agreement and Plan of  Reorganization  (the "Exchange
Agreement")  dated  as of  July 1,  1996,  among  the  parties  hereto,  Vantare
transferred  substantially  all of its assets to  Featherlite  in  exchange  for
shares of common stock of  Featherlite  and the  assumption  by  Featherlite  of
certain  of its  liabilities,  upon the  terms and  conditions  set forth in the
Exchange Agreement.

         B.  Section 2.7 of the  Exchange  Agreement  provided for the escrow of
100,000 of the  aggregate  shares  issuable to Vantare  pursuant to the Exchange
but, as contemplated by the Exchange Agreement, the parties have determined that
the test  period  and other  factors  set forth in the  Exchange  Agreement  for
calculating  the  number of shares so  issuable  do not  permit  the  parties to
accurately  reflect the  performance of the Vantare  Division (as defined in the
Exchange  Agreement),  and the parties  therefore  desire to amend the  Exchange
Agreement to establish more appropriate performance standards.

         NOW,  THEREFORE,  in  consideration  of the premises and the agreements
contained herein, and for other valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties mutually agree as follows:


         1. Subject to and  conditioned  upon the approval of this  Amendment by
the Board of Directors of  Featherlite,  which  approval  shall be sought at the
first  meeting of the Board of Directors  that occurs  following the date hereof
(with notice of such approval, or failure to approve, to be provided to Guth and
Vantare promptly  thereafter),  section 2.7 of the Exchange  Agreement is hereby
amended to read as follows:

                           "2.7    Adjustments   to   Exchange    Consideration;
         Contingent  Shares.  An  aggregate  100,000  of the  400,000  shares of
         Featherlite  Common Stock  comprising  the Exchange  Consideration,  as
         described  in section 2.4 hereof,  shall be issuable to Vantare only as
         and to the extent  described in this section 2.7. The "Earnout  Period"
         shall be the  period  beginning  on  January  1,  1997,  and  ending on
         December  31,  2000.  During the Earnout  Period,  a maximum of 100,000
         shares may be earned.  The actual  number of shares  earned  during the
         Earnout Period shall be determined annually based on the Net Income (as
         defined  below)  earned,  on a  cumulative  basis,  through the year of
         determination.  During the first  three  years of the  Earnout  Period,
         Vantare  shall  earn  25,000  shares  upon  achievement  of each of the
         following levels of cumulative Net Income: $1,200,000,  $2,800,000, and

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         $4,400,000; provided, however, that (i) shares shall not be prorated on
         the basis of the achievement of less than the full amount of cumulative
         Net  Income  required  for any of such  levels;  and (ii) no more  than
         25,000 shares may be earned for each completed year since the beginning
         of the Earnout Period, but such annual limitation may (if not earned in
         any year) be carried over to the succeeding  year(s) of the first three
         years of the Earnout Period.  In the fourth year of the Earnout Period,
         Vantare  shall earn shares  equal to the  following:  (i) the number of
         shares of Featherlite Common Stock that bears the same ratio to 100,000
         such shares that  aggregate Net Income for the Earnout  Period bears to
         $6,000,000,  with the result  rounded to the  nearest  whole  number of
         shares, minus (ii) the aggregate number of shares of Featherlite Common
         Stock  earned by Vantare  during the first  three  years of the Earnout
         Period;  provided,  however,  that no shares shall be earned unless the
         aggregate  Net  Income  for  the  Earnout   Period  equals  or  exceeds
         $1,200,000.  Vantare shall have the right to earn all or any portion of
         the  aggregate  100,000  shares  issuable  pursuant to this section 2.7
         (less any shares paid in the first  three years of the Earnout  Period)
         in the fourth year of the Earnout Period.

                  For these purposes,  "Net Income" shall mean the net income of
         the Vantare  Division  earned from the operation of its business during
         the  Earnout  Period,  as  included  in  the  Featherlite  consolidated
         financial  statements for the applicable year(s), but shall not include
         income of other divisions,  affiliates,  or subsidiaries of Featherlite
         (except to the extent  that any such other  divisions,  affiliates,  or
         subsidiaries subsequently operate, in whole or in part, the business of
         the Vantare  Division),  and shall  specifically (i) reflect all income
         and expense related to the operation of the Vantare Division, including
         interest expense or income on the cumulative  Intercompany  Balance (as
         defined below),  amortization  of intangibles  related to the Exchange,
         and an allocation of income taxes based on the overall corporate income
         tax rate,  which tax rate  shall not  exceed 40  percent;  and (ii) not
         reflect gains or losses  realized on the sale of the 1994 used Marathon
         and the two Featherlite coaches, serial nos. C002 and C004, transferred
         to Vantare by Featherlite.

                  As used herein,  the "Intercompany  Balance" shall (i) include
         but not be limited to such items as cash transfers  between the Vantare
         Division  and the  corporate  division  of  Featherlite  ("Corporate"),
         expenses paid by Corporate that directly relate to the Vantare Division
         (such as  salaries  and  insurance),  and  interest  expense  or income
         calculated  at the rate paid by  Corporate  on its line of credit;  and
         (ii) not include any general corporate allocations or management fees.

                  As used herein,  the "Vantare  Division" means the division of
         Featherlite  that operates the business and assets of Vantare  acquired
         by Featherlite in the Exchange,  from and after the Effective Time, and
         does not include other  divisions or business  segments of Featherlite.
         Any disputes  concerning  the  calculation by the parties of Net Income
         shall be  resolved  in the same  manner as  described  in  section  2.6
      
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         hereof.  Following the end of any year of the Earnout  Period for which
         Vantare  earns  shares of  Featherlite  Common  Stock  pursuant to this
         section 2.7, Featherlite shall cause Firstar Trust Company ("Firstar"),
         its stock  transfer  agent,  to issue and to  distribute to Vantare the
         shares of  Featherlite  Common Stock so earned by Vantare,  pursuant to
         the terms set forth in this section. Until the shares are so earned and
         issued,  they shall not be treated as outstanding  for any purpose.  If
         the  outstanding  Featherlite  Common  Stock  changes  into a different
         number   of   shares   or  a   different   class,   by  reason  of  any
         reclassification,  recapitalization, split-up, combination, exchange of
         shares,  stock dividend,  or similar event,  between the Effective Time
         and the date of any  issuance  under this  section  2.7, the number and
         class of shares to be so issued  shall be  appropriately  adjusted.  As
         used in this section 2.7 in connection  with the issuance of additional
         Featherlite  Shares,  references  to "Vantare"  shall mean and refer to
         Guth following the  distribution  by Vantare to Guth of the Featherlite
         Shares,  or rights with respect to the  Featherlite  Shares included in
         the Escrow Amount."

         2. The remaining provisions of the Exchange Agreement are hereby deemed
amended  solely to the extent  necessary so as not to be  inconsistent  with the
amendment made to section 2.7, and the Exchange Agreement shall otherwise remain
in full force and effect.

         IN  WITNESS  WHEREOF,  each  of the  parties  has  duly  executed  this
Amendment effective as of the day and year first above written.

                                       FEATHERLITE MFG., INC.


                                       By
                                       Its President and Chief Executive Officer

                                       VANTARE INTERNATIONAL, INC.


                                       By
                                       Its President



                                        Michael Guth