<PAGE>
                                                                  EXHIBIT 10.11

                         SECOND AMENDED AND RESTATED
  [LOGO]                   BUSINESS LOAN AGREEMENT  

Agreement by and between Bank One, Dayton, NA ("Bank One"), located at 
Kettering Tower, Dayton, Ohio, and The Sportsman's Guide, Inc. ("Borrower"), 
located at 411 Farwell Ave., South St. Paul, MN. Borrower has requested that 
certain  extension(s) of credit be provided by Bank One, same evidenced by 
the following:

<TABLE>

<S>    <C>                   <C>               <C>         <C>
       Revolving
  (a)  Promissory Note       $  15,500,000.00  02/16/95    The Sportsman's Guide, Inc.
       ---------------------  ---------------  ----------  -------------------------------
       Instrument              Amount          Date        Obligor

       -----------------------   -----------------------   -----------------------
       Obligor                   Obligor                   Obligor

  (b)  Promissory Note        $    600,000.00  06/09/93    The Sportsman's Guide, Inc.
       ---------------------  ---------------  ----------  -------------------------------
       Instrument              Amount          Date        Obligor

       -----------------------   -----------------------   -----------------------
       Obligor                   Obligor                   Obligor

  (c)                         $
       ---------------------  ---------------  ----------  -------------------------------
       Instrument              Amount          Date        Obligor

       -----------------------   -----------------------   -----------------------
       Obligor                   Obligor                   Obligor
</TABLE>

and any and all renewals, modifications, extensions or substitutions therefor 
("Obligations").

In consideration of the mutual promises set forth below and the extension(s) 
of credit as described above and subject to Borrower's satisfactory 
fulfillment of all conditions incident to the borrowing(s), Bank One and 
Borrower agree as follows:

                            ARTICLE 1 - DEFINITIONS

The following terms shall have the following meanings in this Agreement or in 
any document made or delivered pursuant to or in conjunction with this 
Agreement:

1.1 All computations and determinations as to accounting or financial matters 
shall be made in accordance with generally accepted accounting principles 
consistently applied ("GAAP"), and all accounting or financial terms shall 
have the meanings ascribed to such terms by GAAP.

1.2 "Indebtedness" shall mean:

    (a) All Indebtedness and liabilities of whatsoever kind, nature and 
    description owed to Bank One by Borrower, whether direct or indirect, 
    absolute or contingent, due or to become due or whether now existing or 
    hereafter arising, and howsoever evidenced or acquired, and whether joint 
    and several;

    (b) All future advances which Bank One at any time may, but shall not be 
    required to, make for the protection or preservation of Bank One's rights 
    and interests arising hereunder, including, without limitation, advances 
    for taxes, levies, assessments, insurance, and reasonable attorneys' fees, 
    if allowable by law; and

    (c) All costs and expenses incurred by Bank One in the protection and 
    preparation for sale of any of its collateral including, without 
    limitation, attorneys' fees, if allowable by law, and court costs.

1.3 "Obligation" shall mean the above referenced extension(s) of credit 
including any Promissory Note, Guaranty, Letter of Credit or other instrument 
of Borrower evidencing any loan, advance, credit or extension or renewal 
thereof made or committed by Bank One to Borrower under this Agreement.

1.4 "Person" shall mean and include an individual, partnership, corporation, 
trust, unincorporated association or organization, government or any 
department or agency thereof.

1.5 "Related Person" shall include, but shall not be confined to, any Person 
related to Borrower by common control or ownership.

1.6 "Subordinated Debt" shall mean indebtedness of Borrower which is 
subordinated to all indebtedness of Borrower to Bank One under the terms and 
conditions approved in writing by Bank One.

1.7 The aforestated definitions, and all other definitions which may be set 
forth herein, shall be applicable to the singular and plurals of said defined 
term.

           ARTICLE II - REPRESENTATION AND WARRANTIES

Borrower represents and warrants that:

2.1 If applicable, it is a duly organized, legally existing corporation in 
good standing under the laws of the State of Minnesota, is qualified to do 
business in and is in good standing under the laws of any other state in 
which it conducts its business.

2.2 It has the power and is duly authorized to enter into this Agreement and 
to execute and deliver to Bank One, now and from time to time hereafter, 
additional instruments, resolutions, agreements and other instruments or 
documents relating to the Obligation owed to Bank One. It has, by proper 
action, authorized and empowered those persons whose signatures appear in 
this Agreement, and any instruments, documents and exhibits that have been 
delivered in connection herewith, to execute the same for and on its behalf.

2.3 The execution by it of this Agreement or any other agreements, 
instruments, or documents which may, from time to time hereafter, be executed 
in respect hereto and delivered to Bank One, shall not constitute a breach of 
any provisions contained in its articles of incorporation or bylaws, or if 
applicable, partnership agreement, or any agreements to which it is now a 
party, does not violate any law, statute, or ordinance or rule or regulation 
promulgated pursuant thereto, and that the performance by it of its 
obligations hereunder or any agreements executed by it and delivered 
hereunder shall not constitute an event of default under any other agreement 
to which it is now a party.

2.4 All financial statements and information relating to it which have been 
or may hereafter be delivered by it, its agents or accountants to Bank One 
are true and correct and have been prepared in accordance with GAAP and that 
there have been no material adverse changes in its financial or business 
condition or operations since the submission of any financial information to 
Bank One, and no material adverse changes in its financial or business 
condition or operations are imminent or threatened.

2.5 All of its Federal, State and other tax returns and reports, including 
reports to any governmental authority, for the proper maintenance and 
operation of its properties, assets and business, as may be required by law 
to be filed or paid, have been filed, and all Federal, State and other taxes, 
assessments, fees and other governmental charges (other than those presently 
payable, without penalty) imposed upon it or its properties or assets, which 
are due and payable, have been fully paid unless being contested by it in the 
ordinary course of business and for which it has provided adequate reserves.

2.6 There is no litigation or, legal or administrative proceedings, 
investigations or other action of any nature, pending or, to its knowledge, 
threatened against or affecting it, which have not been disclosed to Bank One 
and involve the possibility of any judgement or liability not covered by 
insurance which may materially or adversely affect any of its properties or 
assets or its right to carry on its business as now conducted.

2.7 It has good, valid and marketable title to all of its property and assets 
free of any adverse lien, security interest or encumbrance, except liens, 
security interests, pledges and encumbrances disclosed to Bank One by 
Borrower in writing prior to the date hereof.

2.8 All of the funds loaned to it pursuant to this Agreement have been or 
will be used exclusively in its normal business operation, will not be 
diverted to or used in any other manner, and will not be used for the 
purchasing or carrying of any "Margin Stock" as defined in regulations 
promulgated by the Federal Reserve Board or the Securities and Exchange 
Commission.

2.9 It possesses and will continue to possess all permits, licenses, 
trademarks, patents and rights thereto to conduct its business and that its 
business does not conflict or violate any valid rights of others with respect 
to the foregoing.


<PAGE>

2.10 If applicable, it is in compliance in all material respects with all 
applicable provisions of the Employee Retirement Income Security Act of 1974, 
as amended from time to time, and the regulations and published 
interpretations thereof ("ERISA"). Neither a Reportable Event nor a Prohibited
Transaction, as defined per ERISA, has occurred and is continuing with 
respect to any Plan, nor has there been a notice of intent to terminate a 
Plan or appoint a trustee to administrate a Plan.

2.11 To the best of Borrower's knowledge it is in material compliance with 
all Federal, State and local laws, statutes, ordinances, regulations, rulings 
and interpretations relating to industrial hygiene, public health or safety, 
environmental conditions, the protection of the environment, the release, 
discharge, emission or disposal to air, water, land or ground water, the 
withdrawal or use of ground water or the use, handling, disposal, treatment, 
storage or management of or exposure to Hazardous Materials ("Hazardous 
Materials Laws"), the violation of which would have a material effect on its 
business, its financial condition or its assets. The term "Hazardous 
Materials" means any flammable materials, explosives, radioactive materials, 
pollutants, toxic substances, hazardous water, hazardous materials, hazardous 
substances, polychlorinated biphenyls, asbestos, urea formaldehyde, petroleum 
(including its derivatives, by-products or other hydrocarbons) or related 
materials or other controlled, prohibited or regulated substances or 
materials, including, without limitation, any substances defined or listed as 
or included in the definition of "hazardous substances", "hazardous wastes", 
"hazardous materials", "pollutants" or "toxic substances" under any Hazardous 
Materials Laws. It has not received any written or oral communication or 
notice from any judicial or governmental entity nor is it aware of any 
investigation by any agency for any violation of any Hazardous Materials Law.

2.12 Details of all litigation, legal or administrative proceedings, 
investigation or other action of similar nature, pending or threatened 
against it, at any time during the term of this Agreement, which in part or 
in whole may or will render any of these Representations and Warranties no 
longer true, accurate and correct in each and every respect, will be brought 
to the attention of Bank One, in writing, within thirty (30) days from the 
date Borrower acquires knowledge of same.

                            ARTICLE III - SECURITY

3.1 As security for Indebtedness, regardless of whether the principal sum 
evidenced by an Obligation is reduced to zero and thereafter 
increased/decreased an unlimited number of times. Borrower hereby grants to 
Bank One or has previously caused to be granted to Bank One a security 
interest in the following property under separate instrument(s):

 /X/  Accounts, general intangibles, chattel paper, instruments, and other 
      forms of obligations and receivables
 /X/  Inventory, merchandise, raw materials, work in process and supplies
 /X/  Goods, equipment, machinery, furnishings and other personal property
 / /  Real Estate located at __________________________________________________
 / /  An assignment of life insurance on the life of __________________________
      in an amount no less than $_________________ 
 /X/  Specific collateral described as follows: Borrower's complete mailing 
                                                list and related demographic 
                                                materials and all rights of
                                                Borrower with respect thereto.

3.2 It is further agreed that the security described above shall secure 
repayment of all indebtedness and that a default in the terms of any note, 
security agreement, mortgage, or other agreement from Borrower to Bank One 
shall constitute a default of all notes, security agreements, mortgages, and 
other agreements, and that Bank One may proceed in exercising its rights 
thereunder in any order or manner it may choose. The purpose of this section 
being to cross-collateralize and cross-default all Indebtedness. Additionally, 
the security interest described above, if any, may be modified, added to or 
deleted from time to time without modification to this Agreement.

                      ARTICLE IV - AFFIRMATIVE COVENANTS

Borrower covenants and agrees that so long as any Indebtedness is outstanding 
or so long as this Agreement is in effect, Borrower shall:

4.1 Maintain insurance against fire, business interruption, public liability, 
theft and other casualty on its insurable real and personal property to their 
full replacement costs with companies reasonably acceptable to Bank One and 
against liability on account of damage to persons or property and as required 
under all applicable Workers' Compensation Laws. Furthermore, Borrower shall 
maintain any other insurance as may from time to time be reasonably requested 
by Bank One, shall insert a joint loss payee clause naming Bank One in all 
fire and extended coverage policies and shall deliver certified copies of all 
such insurance policies to Bank One upon demand. *

4.2 Maintain, keep, and preserve its buildings and properties and every part 
thereof in good repair, working order, and condition and from time to time 
make all needful and proper repairs, renewals, replacements, additions, 
betterments, and improvements thereto, so that at all times the efficiency 
thereof shall be fully preserved and maintained. *

4.3 Duly pay and discharge or cause to be paid and discharged all taxes, 
assessments, and other governmental charges imposed upon it and its properties 
or any part thereof or upon the income or profits therefrom, as well as all 
claims for labor, materials, or supplies, which if unpaid might by law become 
a lien or charge upon its property, except such items as are being in good 
faith appropriately contested and for which it has provided adequate 
reserves. *

4.4 Carry on and conduct its business in substantially the same manner and in 
substantially the same fields as such business is now and has heretofore been 
carried on, maintain management with the substantially similar expertise and 
experience, and if senior management is to be changed, immediately notify 
Bank One of said change, and maintain its legal existence, and comply with 
all valid and applicable statutes rules and regulations. **

4.5 Maintain, keep, and preserve a system of accounting in accordance with 
GAAP, deliver to Bank One financial reports in a form satisfactory to Bank 
One as Bank One may request from time to time, permit the duly authorized 
representative(s) of Bank One at all reasonable times to examine and inspect 
the books and records of it or any related business entity of it, to make 
abstracts and copies thereof, and to visit and inspect any of its property 
wherever same may be located.

4.6 Comply with all laws and regulations which it is required to comply with 
including all Hazardous Materials Laws and regulations, and permit Bank One 
to make environmental audits from time to time if requested by Bank One with 
costs of same to be borne by Borrower. *

                        ARTICLE V - NEGATIVE COVENANTS

Borrower covenants and agrees that so long as any indebtedness is outstanding 
or so long as this Agreement is in effect, except for that previously 
disclosed in writing to and consented to by Bank One, Borrower shall not 
without prior written consent of Bank One:

5.1 Create, incur or assume any indebtedness for borrowed money, other than 
to Bank One, or act as guarantor for any indebtedness of others in an 
aggregate amount greater than $ -0-  at any time. For the purpose hereof, 
sale of accounts receivable and (or) entering into capital leases of 
personal property shall be deemed the incurring of indebtedness for borrowed 
money.

5.2 Mortgage, pledge, assign, hypothecate, encumber, create or grant a 
security interest in any of its assets except to Bank One, nor sell, lease, 
transfer, assign or otherwise dispose of any of its assets, properties or 
business outside of the ordinary course of business, except secured purchase 
money or lease indebtedness up to the amount permitted by Section 5.1, if any.

5.3 Invest in, loan or advance money to, organize or participate in the 
organization or in the creation of any other business entity.

5.4 Merge, transfer, acquire or consolidate with or into any other entity, 
change ownership, dissolve, and/or transfer or sell any assets outside of the 
ordinary course of business without the prior written consent of Bank One.

5.5 If Borrower is a corporation, release, redeem, retire, purchase, or 
otherwise acquire directly or indirectly any of its capital stock, or make 
any changes in its capital structure, or pay, set aside, allocate or declare 
any dividends, in cash or other property, upon its capital stock.

                       ARTICLE VI - ADDITIONAL COVENANTS

Borrower agrees that each additional covenant listed below is fully 
applicable if marked by an "X" or a check in the applicable box or boxes, or 
if the information necessary to complete same is typed or written in the 
appropriate space provided.

/ / 6.1 GUARANTY. Prior to or contemporaneous with the execution of this 
        Agreement, Borrower shall deliver to Bank One the Guaranty(s) 
        of ____________________________________ (Guarantor(s) name(s)) in form 
        and content acceptable to Bank One which Guaranty(s) shall provide for 
        liability of the Guarantor(s) for payment of the indebtedness.

/X/ 6.2 FINANCIAL REPORTS. Borrower covenants in accordance with paragraph 
        4.5 that it will deliver to Bank One:

       /X/ (a) Within ninety (90) days after the end of each fiscal year of 
           Borrower, audited financial statements of Borrower prepared in 
           accordance with GAAP which shall include a Balance Sheet, 
           Statement of Income, Statement of Reconciliation of Net Worth, 
           Statement of Changes in Financial Position and Notes to financial 
           statements and, upon request Borrower's Federal income tax return.

       /X/ (b) Within thirty (30) days after the end of each fiscal month of 
           Borrower, unaudited financial statements of Borrower prepared in 
           accordance with GAAP which shall include a Balance Sheet at the 
           end of each such period and an Income Statement for the period from 
           the beginning of the current fiscal year to the end of such period. 
           These statements shall be prepared on substantially the same 
           accounting basis as the statements required in Section 6.2(a) 
           above, if applicable, and the accuracy of the statements (subject 
           to audit and year-end adjustments) shall be certified by the chief 
           financial officer or president of Borrower.


*  Borrower shall have fifteen (15) days after receipt of written notice from 
   Bank One of a breach of the covenant(s) set forth in this Section to cure 
   such breach.
** Borrower shall have fifteen (15) days after the receipt of written notice 
   from Bank One to cure a breach of the covenant with respect to compliance 
   with applicable statutes, rules & regulations.


<PAGE>


       /X/ (c) Simultaneously with the financial statements required in 6.2b 
           above, a compliance certificate, in form acceptable to Bank One, 
           certifying that the financial statements are complete and correct 
           and that Borrower has no knowledge of any condition, event or act 
           which with notice or lapse of time or both, could constitute an 
           Event of Default or which materially and adversely could affect the 
           financial condition or operations of Borrower, or if such 
           condition, event or acts exist, specifying the nature and status 
           thereof.

       / / (d) Within ____________________ (______) days after the end of 
           each ________________ year, signed and dated personal financial 
           statements of all Individual Guarantor(s) and Obligor(s), if any, 
           on Bank One's forms, and by May 1 of each calendar year, the 
           personal income tax returns filed for the past calendar year of all 
           individual Guarantor(s) and Obligor(s), if any.

       / / (e) Simultaneously with the financial statement required in _______ 
           above, _____________financial statement(s) of all corporate or 
           partnership Guarantor(s) and Obligor(s), if any, prepared in 
           accordance with GAAP.

/X/ 6.3 TANGIBLE NET WORTH. Borrower agrees to maintain a Tangible Net Worth 
        of not less than either (check one):

       / / (a)                                          DOLLARS ($          ) or
               ---------------------------------------            ----------
       / / (b) the amount(s) set forth for the following period(s):

               Period(s):                       Amount(s)

                  See Exhibit "A" #1
               -------------------------------  -------------------------------

               -------------------------------  -------------------------------

               -------------------------------  -------------------------------

       "Tangible Net Worth" shall be determined in accordance with GAAP and 
        shall be deemed to include the amount of total assets of Borrower 
        excluding the amount of Intangible Assets of Borrower minus the amount 
        of total liabilities of Borrower, exclusive of Subordinated Debt, if 
        any.

        "Intangible Assets" shall be determined in accordance with GAAP and 
        be deemed to include at book value, without limitation, goodwill, 
        patents, copyrights, secret processes, deferred expenses relating to 
        promotional materials sales, general administrative, research and 
        development expense, and all amounts due from any officer, employee, 
        director, shareholder or Related Person.

/X/ 6.4 DEBT TO TANGIBLE NET WORTH. Borrower agrees to maintain a ratio of 
        Debt to Tangible Net Worth of not more than either (check one):

       / / (a)
               ------------------------  to  ------------------------ or
       / / (b) the ratio(s) set forth for the following period(s):

               Period(s):                       Ratio(s)

                  See Exhibit "A" #2
               -------------------------------  -------------------------------

               -------------------------------  -------------------------------

               -------------------------------  -------------------------------

        "DEBT" shall be determined in accordance with GAAP and shall be 
        deemed to include all liabilities of Borrower including but not 
        limited to accruals, deferrals, and capitalized leases, less 
        Subordinated Debt, if any.

/ / 6.5 WORKING CAPITAL. Borrower agrees to maintain net working capital 
    (Current Assets less current liabilities) of not less than either 
    (check one):

       / / (a)                                          DOLLARS ($          ) or
               ---------------------------------------            ----------

       / / (b) the amount(s) set forth for the following period(s):

               Period(s):                       Amount(s)

               -------------------------------  -------------------------------

               -------------------------------  -------------------------------

               -------------------------------  -------------------------------

        "CURRENT ASSETS" shall be determined in accordance with GAAP and 
        shall be deemed to include inventory at lower of cost or current market 
        value less any amounts due from any officer, employee, director, 
        shareholder or Related Person.

/X/ 6.6 CURRENT RATIO. Borrower agrees to maintain a Current Ratio 

       / / (a)
               ------------------------  to  ------------------------ or
       / / (b) the ratio(s) set forth for the following period(s):

               Period(s):                       Ratio(s)

                  See Exhibit "A" #3
               -------------------------------  -------------------------------

               -------------------------------  -------------------------------

               -------------------------------  -------------------------------

/ / 6.7 CASH FLOW RATIO. Borrower agrees to maintain a Cash Flow Ratio (net 
        income after taxes plus depreciation plus amortization to current 
        maturities of long term debt) of not less than either (check one):

       / / (a)
               ------------------------  to  ------------------------ or
       / / (b) the ratio(s) set forth for the following period(s):

               Period(s):                       Ratio(s)

                -------------------------------  -------------------------------

               -------------------------------  -------------------------------

               -------------------------------  -------------------------------

/X/ 6.8 DEBT SERVICE COVERAGE RATIO. Borrower agrees to maintain a Debt 
        Service Coverage Ratio

       / / (a)
               ------------------------  to  ------------------------ or
       / / (b) the ratio(s) set forth for the following period(s):

               Period(s):                       Ratio(s)

                  See Exhibit "A" #4
               -------------------------------  -------------------------------

               -------------------------------  -------------------------------

               -------------------------------  -------------------------------

/ / 6.9 CAPITAL EXPENDITURES. Borrower agrees not to purchase, lease or 
otherwise acquire or enter into any commitment to purchase, lease or 
otherwise acquire additional capital assets where the aggregate liability or 
expenditure therefore exceeds the following, except with prior written 
consent by Bank One (check one):

       / / (a) $__________________________________________ per fiscal year 
               commencing with fiscal year ___________ or 

       / / (b) the amount(s) set forth for the following period(s):

               Period(s):                       Amount(s)

               -------------------------------  -------------------------------

               -------------------------------  -------------------------------

               -------------------------------  -------------------------------


<PAGE>


/X/ 6.10 SUBORDINATION OF DEBT. Borrower shall cause to be subordinate all 
Indebtedness including interest thereon ("Junior Indebtedness"), which may at 
any time now or hereafter be owed to any officer, employee, director, 
shareholder or Related Person by the Borrower in favor of all Indebtedness, 
including interest thereon ("Senior Indebtedness"). Borrower shall obtain and 
deliver to Bank One subordination agreements from said officers, employees, 
directors, shareholders or Related Persons for said Junior Indebtedness in 
form and content acceptable to Bank One. Upon the occurrence of an Event of 
Default under this Agreement, Borrower shall without notice from Bank One 
immediately cease payment of any fees or advances to any officer, employee, 
director, shareholder or Related Person and shall also cease payment of the 
sums, if any, allowed to be paid by the terms of the Subordination 
Agreement(s).

/X/ 6.11 DEPOSIT ACCOUNTS. Borrower shall establish and maintain its 
principal deposit accounts at Bank One as long as any indebtedness remains 
outstanding or so long as this Agreement remains in effect.

/ / 6.12 COMPENSATION. Borrower agrees, except with prior written consent of 
Bank One, that salary, withdrawals, bonuses and all other compensation paid, 
in cash or otherwise, by Borrower to the following person(s) shall not exceed 
the following amount(s).

          Person(s)                        Amount(s)

                                           $
          -------------------------------  -------------------------------
                                           $
          -------------------------------  -------------------------------

/X/ 6.13 BORROWING BASE. Borrower is subject to certain "Borrowing Base" 
conditions as set forth in the "Borrowing Base" Addendum attached hereto and 
made a part hereof.

/X/ 6.14 OPINION OF COUNSEL. Bank One shall receive a favorable written 
opinion of Counsel for Borrower acceptable to Bank One in form and substance 
satisfactory to Bank One in its sole discretion, relating to the 
Representations and Warranties set forth herein and such other matters as 
Bank One may reasonably request.

                      ARTICLE VII - DEFAULT AND REMEDIES

7.1 Borrower shall be in default hereunder upon the happening of any of the 
    following ("Event of Default"):

    (a) The occurrence of an event of default under the terms of any 
    Obligation, security agreement, mortgage and other agreement executed in 
    connection therewith or herewith, including any renewal, extension or 
    modification thereof or hereof or in any other obligation or agreement with 
    Bank One, whether now or hereafter existing; *

   (b) Non-performance of any covenant, warranty or liability contained or 
   referred to herein; or *

   (c) If any warranty, representation or statement made or furnished to Bank 
   One by or on behalf of Borrower or any Obligor, in connection with this 
   Agreement, or to induce Bank One to make a loan to Borrower, proves to have 
   been false in any material respect when made or furnished.

7.2 Upon the occurrence of an Event of Default, Bank One may, at its option, 
declare principal and accrued interest of all Indebtedness to be immediately 
due and payable forthwith, without presentation, demand, protest or notice of 
any kind, all of which are hereby expressly waived. Bank One shall have all 
the rights and remedies of a Secured Party under the Uniform Commercial Code, 
as enacted in the state where Bank One's principal office is located, said 
rights and remedies being cumulative in nature. Bank One may set off any of 
the Borrower's deposits or accounts, and any other indebtedness of Bank One 
to Borrower against the Indebtedness before or after an Event of Default, 
without first looking to any property securing payment thereof.

7.3 Acceptance of payment, in full or part, or waiver of any Event of Default 
shall not operate as a waiver of any current or later Event of Default, nor 
of any other right of Bank One.

7.4 The provisions of this Agreement concerning any Event of Default are not 
intended in any way to affect any rights of Bank One with respect to any 
Indebtedness of Borrower to Bank One which may or hereafter be payable on 
demand.

7.5 No delay or failure of Bank One in exercising any right, power, remedy or 
privilege hereunder shall affect such right, power or privilege or be construed 
as a waiver against Bank One.

7.6 Any waiver, permit, consent or approval by Bank One of any breach or 
default hereunder must be in writing and shall be effective only to the 
extent set forth in such writing.

                          ARTICLE VIII - MISCELLANEOUS

8.1 All notices required to be given under any term of this Agreement shall 
be sufficient if mailed, via registered or certified mail, return receipt 
requested, or sent via overnight or hand courier, to the parties at their 
respective addresses as previously set forth.

8.2 All documents referred to in this Agreement shall for all purposes be 
considered a part of this Agreement, and all terms used in this Agreement 
shall have the meaning set forth in said documents, and this Agreement shall 
include all of the provisions stated in said documents.

8.3 This Agreement is a continuing agreement and shall continue in effect 
notwithstanding that from time to time, no indebtedness may exist. This 
Agreement shall continue as to any indebtedness and as to any and all 
renewals, extensions or modifications thereof.

8.4 This Agreement may be executed in several counter-parts, each of which 
shall be an original and all of which shall constitute the same instrument.

8.5 This Agreement, together with all other documents executed concurrently 
herewith or attached hereto, constitutes the full and complete Agreement of 
the parties and may not be modified except by written instrument signed by 
all parties hereto.

8.6 This Agreement shall be binding upon and inure to the benefit of Borrower 
and Bank One and their respective successors and assigns.

8.7 Borrower agrees to pay on demand all costs and expenses in connection 
with the negotiation, preparation, execution, delivery, filing, recording, 
administration, enforcement, litigation, collection, or filing of any legal 
action on or for any Obligation, including, without limitation, the 
reasonable fees and out-of-pocket expenses of counsel for Bank One, with 
respect thereto. Time is of the essence of all requirements of Borrower 
hereunder. The obligations of Borrower under this paragraph shall survive 
payment of any Obligation.

8.8 This Agreement shall be governed and construed in accordance with the 
laws of the state where Bank One's principal office is located.

8.9 Any provision contained in this Agreement which is prohibited or 
unenforceable in any jurisdiction shall, as to such jurisdiction, be 
ineffective to the extent of such prohibition or unenforceability without 
invalidating the remaining provisions of this Agreement or affecting the 
validity or enforceability of such provision in any other jurisdiction.

8.10 Borrower shall fully and promptly pay, perform, discharge, defend, 
indemnify and hold harmless Bank One from any and all claims, orders, 
demands, causes of action, proceedings, judgements, or suits and all 
liabilities, losses, costs or expenses (including, without limitation, 
technical consultant fees, court costs, expenses paid to third parties and 
reasonable legal fees) and damages arising out of, or as a result of (i) any 
release, discharge, deposit, dump, spill, leak or placement of any Hazardous 
Material into or on any Collateral or property owned, leased, rented or used 
by Borrower (the "Property") at any time; (ii) any contamination of the soil 
or ground water of the Property or damage to the environment and natural 
resources of the Property or the result of actions whether arising under any 
Hazardous Material Law, or common law; or (iii) any toxic, explosive or 
otherwise dangerous Material which have been buried beneath or concealed 
within the Property. This indemnity shall survive termination of this 
Agreement.

8.11 This Agreement contains the entire agreement of the parties and 
supersedes all prior agreements and understandings, oral or written, with 
respect to the subject matter hereof.

Executed this 20 day of June, 1995.

Bank One:                                  BORROWER:

By:  /s/ John B. Middelberg                The Sportsman's Guide, Inc.
     -----------------------------         -----------------------------
Its: Vice President                   By:  /s/ Charles Lingen
     -----------------------------         -----------------------------
                                      Its: V.P. Finance/CEO
                                           -----------------------------

* which is not cured within the applicable cure period set forth in the 
applicable Obligation, if any: