Exhibit 10.20

                        AMENDMENT TO EMPLOYMENT AGREEMENT

Amendment to the Employment Agreement originally dated January 18, 1996 (the
"Agreement") by and between First Priority Group, Inc., a New York corporation,
with offices at 51 East Bethpage Road, Plainview, New York 11803 (the "Company")
and Michael Karpoff, an individual residing at 32 Gramercy Park South, New York,
New York 10010 (the "Executive").

        WHEREAS, the Company and the Executive mutually wish to amend the
Agreement; 

        NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt sufficiency of which is hereby acknowledged, the parties agree as
follows:

1. Section 1 of the Agreement is hereby deleted and replaced in its entirety
with the following:

        1. Employment. The Company hereby employs the Executive as President and
Chief Operating Officer of the Corporation, and the Executive hereby accepts
such employment, subject to the terms and conditions hereinafter set forth.

2. Section 3 of the Agreement is hereby deleted and replaced in its entirety
with the following:

        3. Duties. The Executive agrees that the Executive will serve the
Company on a full-time basis faithfully and to the best of his ability as the
President and Chief Operating Officer of the Company, subject to the general
supervision of the Board of Directors of the Company. The Executive agrees that
the Executive will not, during the term of this Agreement, engage in any other
business activity which interferes with the performance of his obligations under
this Agreement. The Executive further agrees to serve as a director of the
Company and/or of any parent, subsidiary or affiliate of the Company if the
Executive is elected to such directorship.

        Upon the Date of Termination, the Executive shall resign as an officer
and director of the Company and any of its subsidiaries.

3. Section 4(c) is hereby deleted and replaced in its entirety with the
following:

4(c) The Executive will receive an incentive stock option of Three Hundred
Thousand (300,000) at an exercise price of $1.00 for 100,000 shares that are
exercisable on October 1, 1996, at an exercise of $1.25 for 100,000 shares that
are exercisable on October 1, 1997, and at an exercise price of $1.50 for
100,000 shares that are exercisable on October 1, 1998. Additionally, the
Executive will receive an incentive stock option of One Hundred Thousand
(100,000) shares at an exercise price of $2.75 that are exercisable in full on
October 1, 1998. Both option grants shall be subject to the terms of the 1995
Incentive Stock Plan.


4. Section 4(e) is hereby deleted and replaced in its entirety with the
following:

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        (e) The Executive shall receive additional compensation (hereinafter
called "Incentive Compensation") as calculated by the formula as set forth
below: The Executive shall receive throughout the Term of this Agreement
Incentive Compensation equal to Four percent (4%) of the Company's net pre-tax
income for each fiscal year that shall end during the Term of this Agreement.
Should this Agreement be terminated for any reason, other than Termination for
Cause, the Executive shall receive such Incentive Compensation pro-rated by
multiplying the total Incentive Compensation, that would have been earned had
the Agreement not been terminated prior to the completion of the current fiscal
year, by that fraction using as the numerator the total number of quarters that
were completed for the fiscal year just prior to the Executive's termination,
and as denominator the number four.

               The Executive shall not receive any Incentive Compensation should
the Executive be terminated for Termination for Cause.

5. All other terms and conditions of the Agreement shall remain unchanged.

Acknowledged and Agreed:

First Priority Group, Inc.                         Michael Karpoff

By:                                                By:
   --------------------------                         -----------------------

Name:                                              Date:
     ------------------------                           ---------------------

Title:
      ----------------------

Date:
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