Exhibit 10.21


AMENDMENT
NO. 1


TO


SHAREHOLDER RIGHTS AGREEMENT


This Amendment No. 1 to Shareholder Rights Agreement
(the “Amendment”) is made as of
January 31, 2006 by any among Titan Machinery Inc., a North Dakota Corporation
(the “Company”) and the persons
identified on Schedule A hereto (as such Schedule is updated from
time-to-time by the Company) who have or who hereafter will execute a signature
page hereto and who hold shares of Common Stock, Preferred Stock Convertible
Notes or Warrants to purchase Common Stock in the Company (individually
referred to herein as a “Shareholder”
and collectively referred to as the “Shareholders”).


WHEREAS, the Company and the Shareholders are parties to
that certain Shareholder Rights Agreement dated April 7, 2003 (the “Original Agreement”);


WHEREAS, the Company and the Shareholders desire to
amend the Original Agreement as set forth herein;


WHEREAS, pursuant to the terms of the Original
Agreement, the Original Agreement may be amended by the Company and
Shareholders holding a majority of all shares of Common Stock (as determined
based on as if converted basis for outstanding shares of Common Stock) then
held by all Shareholders.


NOW THEREFORE, the parties hereto, for good and valuable
consideration, the receipt of which is hereby acknowledged, agree as follows:


AGREEMENT


The
parties agree as follows:


1.             Amendments
to Original Agreement.


(a)           Section
1.1 of the Original Agreement is hereby amended by adding the following
definition of “Holder of Registrable
Securities” and by amending and restating the following definition
of “Registrable Securities”


“Holder of Registrable Securities” means
any Shareholder who holds Registrable Securities.


 “Registrable
Securities” shall mean shares of Common Stock held by the
Shareholders, and any Common Stock with respect thereto upon any stock 











split, stock dividend,
recapitalization or similar event. 
Registrable Securities shall not include any Preferred Stock, Warrants,
Options or other securities convertible into or exercisable for Common Stock,
unless such Preferred Stock, Warrants, Options or other convertible or
exercisable securities have been converted into or exercised for Common
Stock.  Subject to the foregoing, a
holder of Preferred Stock, Warrants, Options or other convertible or
exercisable securities may be a party to this Agreement with the Company’s
written consent, and such holder shall have registration rights with respect to
the shares of Common Stock issued or issuable upon conversion thereof as a
Holder of Registrable Securities. 
Registrable Securities shall cease to be Registrable Securities when (x)
a registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (y) they shall be
eligible to be distributed pursuant to Rule 144 promulgated under the
Securities Act in a single three-month period by the holder thereof, or (z)
they shall have ceased to be outstanding.


(b)           Article
2 of the Original Agreement is hereby amended by changing references from “Shareholders”
in such Article to “Holders of Registrable Securities.”


(c)           Section
2.4 of the Original Agreement is hereby amended by amending an restating such
Section 2.4 as follows:


2.4           Other
Registration Rights. Each Shareholder acknowledges and agrees
that nothing in this Agreement shall in any way prohibit or otherwise limit the
Company’s ability to grant registration rights in the future.  However, such registration rights may be
superior to the rights granted to Shareholders under this Agreement only if the
rights are granted to parties other than officers or directors of the Company
or their affiliates.


2.             General.


(a)           Except
as amended hereby, the Original Agreement shall continue in full force and
effect.


(b)           This
Amendment shall become effective upon execution hereof by the Company, and in
accordance with Section 5.2 of the Original Agreement, Shareholders holding a
majority of all shares of Common Stock (as determined based on an as if
converted basis for outstanding shares of Preferred Stock) held by all
Shareholders.











IN WITNESS WHEREOF, the parties have executed this Amendment No. 1
to Shareholder Rights Agreement on the date and year first above written.


	
  

  	
   

  	
  TITAN MACHINERY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  MAJORITY SHAREHOLDER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  David Meyer

  
					



 











SHAREHOLDER
SIGNATURE PAGE


TO


TITAN MACHINERY INC.


SHAREHOLDER RIGHTS AGREEMENT


The undersigned is a holder of shares of capital stock
of Titan Machinery Inc., and by execution hereof, agrees to become a party to
the Shareholder Rights Agreement (as such agreement may be amended from time to
time) as a “Shareholder.”


	
  

  	
   

  	
  CNH CAPITAL AMERICA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  ACKNOWLEDGED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TITAN
  MACHINERY INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its