AMENDMENT TO
             AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING
                                (Amendment No. 5)

This Amendment to Agreement for Wholesale Financing  ("Amendment") is made by
and between Deutsche Financial Services Corporation ("DFS") and Featherlite,
Inc. (f/k/a Featherlite Mfg., Inc.)("Dealer").

         WHEREAS, DFS and Dealer entered into that certain Amended and Restated
Agreement for Wholesale Financing dated October 6, 1997, as amended
("Agreement"); and

         WHEREAS, DFS and Dealer desire to amend the Agreement as provided
herein.

         FOR VALUE RECEIVED, the Agreement is amended to include the following
provisions as if they were originally set forth therein:

1.       Amendment/New Motor Coach Wholesale Credit Facility.  Paragraph 1 of
the Agreement is deleted and amended to readin its entirety as follows:

     "1. New Motor Coach Wholesale Credit Facility. Subject to the terms of this
     Agreement, DFS will extend credit to Dealer for the purpose of financing
     completed motor coaches manufactured by Dealer (each a "New Motor Coach")
     up to a maximum outstanding principal balance of Twelve Million Five
     Hundred Thousand Dollars ($12,500,000) or such greater or lesser amount as
     DFS may from time to time establish in its sole discretion ("Wholesale
     Facility"). The Wholesale Facility will be subject to the following terms:

     1.1  Eligible Inventory/Advance Rates. Subject to the maximum amount of the
          Wholesale Facility, DFS will finance completed New Motor Coaches in an
          amount not to exceed ninety percent (90%) of the actual cost to
          manufacture said New Motor Coach, upon Dealer's written request in
          form and substance satisfactory to DFS, and subject to DFS' review and
          concurrence with such amount, less the amount of any deposit made by
          the prospective purchaser of a New Motor Coach financed by DFS.

     1.2  Inspection/Documentation. Prior to funding a completed New Motor
          Coach, Dealer will provide documentation for the completed unit
          containing details of all equipment and options. Upon receipt of such
          documentation, DFS may arrange a physical inspection of the completed
          unit to verify completion. Upon DFS' request, Dealer will permit DFS
          to review Dealer's records to confirm the cost to manufacture New
          Motor Coaches. The manufacturer's statement of origin for both the
          chassis and the completed unit must be delivered to DFS prior to
          funding to be retained until funding of the retail sale of the unit.
          Upon funding, DFS may remit the portion of the advance allocated to
          the cost of the chassis directly to the manufacturer of the chassis,
          provided that the manufacturer provides a written release of its lien
          in said chassis, or, if such amount is paid by Dealer, Dealer will
          provide evidence of payment of all amounts due to such manufacturer
          for such chassis and manufacturer's written release of its lien in
          said chassis. DFS must have a first perfected security interest in
          each New Motor Coach financed, including the chassis, and all proceeds
          thereof.
                                       1
<PAGE>

     1.3  Due in Full. The outstanding loan balance for each New Motor Coach
          financed by DFS will be due and payable in full 365 days after the
          documented date of completion of manufacture, unless payment is due
          sooner as provided in Section 10.

     1.4  Statement of Transaction. The applicable financing terms will be set
          forth on the Statement of Transaction provided by DFS to Dealer for
          each New Motor Coach financed by DFS."

2.    Amendment/Used RV Inventory Revolving Credit Facility.  Paragraph 2 of the
Agreement is deleted and amended to read in its entirety as follows:

     "2.  Used RV Inventory and New Motor Coach Revolving Credit Facility. From
          time to time, DFS may provide Dealer with financing for Dealer's
          inventory of Used RVs and certain New Motor Coaches on the following
          terms:

     2.1  Used RV and New Motor Coach Inventory Revolving Credit Facility. DFS
          agrees to grant to Dealer a Used RV and New Motor Coach Inventory
          Revolving Credit Facility ("Revolving Credit Facility") in an amount
          equal to the lesser of: (i) Twelve Million Five Hundred Thousand
          Dollars ($12,500,000) or such greater or lesser amount as DFS may from
          time to time establish in its sole discretion; and (ii) the aggregate
          Loan Value.

     2.2  Interest. Dealer agrees to pay interest to DFS on the Daily Contract
          Balance of the Revolving Credit Facility at the Prime Rate per annum.
          Such interest will: (i) be computed based on a 360 day year; (ii) be
          calculated each day by multiplying the Daily Revolver Rate by the
          Daily Contract Balance; and (iii) accrue from the date that DFS makes
          an advance under the Revolving Credit Facility until DFS receives the
          full and final payment of the principal debt which Dealer owes to DFS,
          subject to any applicable default interest rate.

     2.3  Loans. DFS will from time to time loan to Dealer, at Dealer's request
          in a written borrowing base certificate together with supporting
          information, in form and substance satisfactory to DFS, such amount as
          DFS, in its sole discretion, may deem advisable (subject to the
          maximum amount of the Revolving Credit Facility), but in any event not
          more than the aggregate Loan Value of Dealer's Used RVs and New Motor
          Coaches, to the extent DFS has a first priority, fully perfected
          security interest therein, that DFS deems, in its sole discretion, to
          be acceptable for financing. DFS may limit the number of requests for
          loans. Dealer represents and warrants that all Used RVs and New Motor
          Coaches to be financed by DFS are held in Dealer's inventory, free and
          clear of all liens and encumbrances (other than the subordinated lien
          of U.S. Bank, National Association), in good physical and mechanical
          condition, and ready for ordinary retail sale.

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<PAGE>


     2.4 Limitations.

          2.4.1 Used RVs. Used RVs for which Dealer may request a loan must be
               the current model year or no more than ten (10) model years prior
               to the current model year (provided, however, for the initial
               advance under the Revolving Credit Facility, DFS may consider
               certain older Used RVs to be eligible for loans without waiving
               DFS' rights hereunder), subject to the limitations of the Loan
               Value, in good physical and mechanical condition, and subject to
               DFS' approval. Each Used RV for which the Dealer's acquisition
               date is more than 365 days from the date of determination shall
               not be eligible for use in determining the aggregate Loan Value.
               DFS reserves the right to limit its advances with respect to any
               Used RV for which financing is requested and to limit the
               aggregate amount of advances made with respect to all Used RVs.

          2.4.2 New Motor Coaches. New Motor Coaches for which Dealer may
               request a loan must be at least 366 days old and no more than 720
               days old, in each case as measured from the documented date of
               completion of manufacture (provided, however, for the initial
               advance under the Revolving Credit Facility, DFS may consider
               certain older New Motor Coaches to be eligible for loans without
               waiving DFS' rights hereunder). Each New Motor Coach for which
               the documented date of completion of manufacture is more than 720
               days from the date of determination shall not be eligible for use
               in determining the aggregate Loan Value. DFS reserves the right
               to limit its advances with respect to any New Motor Coach for
               which financing is requested and to limit the aggregate amount of
               advances made with respect to all New Motor Coaches.

     2.5  Collateral Summary Report/Inventory Report. Each week Dealer shall
          provide DFS with a Collateral Summary Report. The Collateral Summary
          Report will contain information current as of the time period
          requested by DFS. The Collateral Summary Report will include: (i) a
          borrowing base certificate together with supporting information, in
          form and substance satisfactory to DFS; (ii) the sales prices of each
          new Motor Coach and Used RV sold by Dealer; (iii) an inventory report
          in form and substance reasonably satisfactory to DFS; and (iv) such
          other matters and information relating to the Used RVs and New Motor
          Coaches as DFS may from time to time request. DFS may request that
          Dealer provide the Collateral Summary Report on a more frequent basis,
          or DFS may reduce the frequency of such reporting.

     2.6  Inspection Procedures. DFS may at any time conduct a physical
          inspection of all Used RVs and New Motor Coaches and the titles for
          such Used RVs and New Motor Coaches. Dealer grants DFS an irrevocable
          license to enter Dealer's business locations during normal working
          hours without notice to Dealer to account for and inspect the Used RVs
          and New Motor Coaches and their respective titles and to determine the
          Applicable Valuation of the Used RVs and review Dealer's records to
          confirm the cost to manufacture the New Motor Coaches. Dealer will
          maintain possession of the original of the bill of sale or other
          written evidence of the acquisition of each Used RV and the
          certificate of title showing the release of all liens noted thereon.
          For each New Motor Coach financed, Dealer will deliver to DFS the
          manufacturer's statement of origin for both the chassis and the
          completed unit prior to funding.

     2.7  Paydown. Regardless of the terms of the Revolving Credit Facility, if
          at any time the aggregate amount of outstanding loans under the
          Revolving Credit Facility exceeds the aggregate Loan Value of the Used
          RVs and New Motor Coaches, Dealer will immediately repay to DFS, as a
          reduction of Dealer's outstanding loans under the Revolving Credit
          Facility, the difference between (i) such aggregate amount of
          outstanding loans under the Revolving Credit Facility, and (ii) the
          aggregate Loan Value. Upon the effective date of termination of the
          Agreement, Dealer will immediately repay to DFS all amounts due under
          the Revolving Credit Facility.


                                       3
<PAGE>

     2.8  Definitions.  As used in this Agreement:
          -----------

          "Applicable Valuation" means:
           --------------------

          (a)  for any Used RV, the used wholesale value as provided in the most
               current edition of the N.A.D.A. Recreation Vehicle Appraisal
               Guide, excluding adjustments for the value of any added
               accessories, and if the Used RV is not listed in said guide, the
               estimated wholesale value of said Used RV, subject to DFS' review
               and concurrence with such amount;

          and

          (b)  for New Motor Coaches, the actual cost to manufacture said New
               Motor Coach, subject to DFS' review and concurrence with such
               amount.

          "Daily Contract Balance" means the amount of the outstanding
           principal debt which Dealer owes to DFS on the Revolving Credit
           Facility at the end of each day after DFS has credited
           the payments which it has received on the Revolving Credit
           Facility.

          "Daily Revolver Rate" means the quotient of the applicable
           annual rate provided herein with respect to the Revolving Credit
           Facility divided by 360.

          "Loan Value" means with respect to each Used RV and each New
           Motor Coach, seventy percent (70%) of the Applicable Valuation.

          "Prime Rate" as used in this Agreement and on any Statement of
           Transaction means the highest prime, base or reference rate of
           interest publicly announced from time to time (whether or not
           charged in each instance) by JP Morgan Chase Bank (or any
           successor thereof), and such rate in effect on the last
           business day of any calendar month will be the Prime Rate for
           the following calendar month; provided, however, that at such
           times that the Prime Rate is less than six and one-half percent
           (6.5%), the Prime Rate applicable to Dealer's financing programs will
           be one-fourth of one percent (0.25% or 25 basis points) higher than
           the Prime Rate.

           "Used RV" means a recreational vehicle, including but not
           limited to, travel trailers, camping trailers, motorhomes,
           mini motorhomes, truck campers and van conversions, which has
           been (i) previously sold at retail, or (ii) registered or
           titled in any state with the appropriate state authorities in
           accordance with applicable state laws."


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      <PAGE>

3.       Amendment of Financial Covenants.  Paragraph 13.1 of the Agreement is
deleted and amended to read in its entirety as follows:

     "13.1        Financial Covenants.

                  (a) Tangible Net Worth.  Dealer will achieve:
                      ------------------

                           (i) as of the last day of the fiscal quarter ending
                  June 30, 2002, a Tangible Net Worth and Subordinated Debt in
                  the combined amount of not less than THIRTEEN MILLION DOLLARS
                  ($13,000,000.00).

                           (ii) as of the last day of each fiscal quarter ending
                  September 30, 2002, through December 31, 2002, a Tangible Net
                  Worth and Subordinated Debt in the combined amount of not less
                  than FOURTEEN MILLION DOLLARS ($14,000,000.00).

                           (iii) as of the last day of each fiscal quarter
                  ending March 31, 2003, and as of the last day of each fiscal
                  quarter thereafter, a Tangible Net Worth and Subordinated Debt
                  in the combined amount of not less than FIFTEEN MILLION
                  DOLLARS ($15,000,000.00).

                  (b) Maximum Leverage.  Dealer will achieve:
                      ----------------

                           (i) as of the last day of the fiscal quarter ending
                  June 30, 2002, a ratio of Debt minus Subordinated Debt to
                  Tangible Net Worth and Subordinated Debt of not more than SIX
                  to ONE (6:1).

                           (ii) as of the last day of each fiscal quarter ending
                  September 30, 2002, and as of the last day of each fiscal
                  quarter thereafter, and at all times thereafter, a ratio of
                  Debt minus Subordinated Debt to Tangible Net Worth and
                  Subordinated Debt of not more than FIVE to ONE (5:1).

                  (c) Current Ratio.  Dealer will achieve:
                      -------------

                           (i) as of the last day of the fiscal quarter ending
                  June 30, 2002, a ratio of Current Tangible Assets to current
                  liabilities of not less than ONE to ONE (1:1).

                           (ii) as of the last day of each fiscal quarter ending
                  September 30, 2002, and as of the last day of each fiscal
                  quarter thereafter, a ratio of Current Tangible Assets to
                  current liabilities of not less than ONE AND TWO-TENTHS to ONE
                  (1.2:1).

                  (d) Quarterly Net Income Projections. From June 30, 2002,
                  through December 31, 2002, Dealer's net income for each fiscal
                  quarter must equal or exceed eighty percent (80%) of the
                  Dealer's written projections for 2002 that were previously
                  delivered to DFS and summarized as follows:



                                       5
<PAGE>

<TABLE>
<CAPTION>


                 ---------------------------------------------------------------
                     Dealer Quarterly Net Income Projections - 2002
                 ---------------------------------------------------------------
                               <S>                          <C>
                             1st Quarter 2002             $1,548,000
                            January 1 - March 31
                 ------------------------------------ --------------------------

                              2nd Quarter 2002              $849,000
                              April 1 - June 30
                 ------------------------------------ --------------------------

                              3rd Quarter 2002              $861,000
                            July 1 - September 30
                 ------------------------------------ --------------------------

                              4th Quarter 2002             $1,258,000
                           October 1 - December 31

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

                                         Total:            $4,516,000
                   -----------------------------------------------------------


</TABLE>
                  (e) Net Income. Dealer's net income as of the last day of each
                  month commencing with June 30, 2002, for the three months then
                  ended will be greater than zero dollars ($0).

                  (f) Debt Service. Dealer will not repay any indebtedness due
                  to Bulk Resources, Inc. prior to January 1, 2003, and after
                  January 1, 2003, Dealer may repay indebtedness then currently
                  due to Bulk Resources, Inc. (but not by reason of
                  acceleration) only if Dealer's net income as of December 31,
                  2002, is equal to or greater than $3,612,800 (i.e., 80% of
                  $4,516,000), so long as, both before and after giving effect
                  to any such payment, Dealer is not and would not be in default
                  under this Agreement, whether as a result of such payment or
                  otherwise. This debt may be converted to common stock at any
                  time without the consent of DFS.

        For purposes of this paragraph: (i) "Tangible Net Worth" means the book
        value of Dealer's assets less liabilities, excluding from such assets
        all Intangibles; (ii) "Intangibles" means and includes general
        intangibles (as that term is defined in the Uniform Commercial Code);
        accounts receivable and advances due from officers, directors,
        employees, stockholders and affiliates; leasehold improvements net of
        depreciation; licenses; good will; prepaid expenses; escrow deposits;
        covenants not to compete; the excess of cost over book value of acquired
        assets; franchise fees; organizational costs; finance reserves held for
        recourse obligations; capitalized research and development costs; and
        such other similar items as DFS may from time to time determine in DFS'
        sole discretion; (iii) "Debt" means all of Dealer's liabilities and
        indebtedness for borrowed money of any kind and nature whatsoever,
        whether direct or indirect, absolute or contingent, and including
        obligations under capitalized leases, guaranties or with respect to
        which Dealer has pledged assets to secure performance, whether or not
        direct recourse liability has been assumed by Dealer; (iv) "Subordinated
        Debt" means all of Dealer's Debt which is subordinated to the payment of
        Dealer's liabilities to DFS by an agreement in form and substance
        satisfactory to DFS; and (v) "Current Tangible Assets" means Dealer's
        current assets less, to the extent otherwise included therein, all
        Intangibles. The foregoing terms will be determined in accordance with
        generally accepted accounting principles consistently applied, and, if
        applicable, on a consolidated basis."

4.      Amendment/Termination.  Paragraph 19 of the Agreement is deleted and
        amended to read in its entirety as follows:



                                       6
<PAGE>

        "19. Termination/Right of First Refusal. Dealer may not terminate this
        Agreement prior to June 30, 2004; provided, however, that Dealer may
        terminate this Agreement prior to such date if Dealer provides DFS with
        120 days prior written notice and pays a fee to DFS of one percent (1%)
        of the maximum amount of the credit facilities provided under this
        Agreement. DFS may terminate this Agreement at any time. If DFS elects
        to terminate this Agreement, Dealer agrees that if Dealer: (a) is not in
        default hereunder, 90 days prior notice of termination is reasonable and
        sufficient (although this provision shall not be construed to mean that
        shorter periods may not, in particular circumstances, also be reasonable
        and sufficient); or (b) is in default hereunder, no prior notice of
        termination is required. Dealer will not be relieved from any obligation
        to DFS arising out of DFS' advances or commitments made before the
        effective termination date of this Agreement. It is understood that
        Dealer may elect to terminate this Agreement in its entirety only, no
        section or lending facility may be terminated singly. DFS will retain
        all of its rights, interests and remedies hereunder until Dealer has
        paid all of Dealer's debts to DFS. All waivers set forth within this
        Agreement will survive any termination of this Agreement."

5.      Amendment/Collateral Locations.  Exhibit A to the Agreement is amended
        in entirety to reflect all current permanent Collateral locations and is
        attached hereto and incorporated into the Agreement by this reference.

6.      No Other Modifications. Except as expressly modified or amended
        herein, all other terms and provisions of the Agreement shall remain
        unmodified and in full force and effect and the Agreement, as hereby
        amended, is ratified and confirmed by DFS and Dealer.

7.      Capitalized Terms. Except as otherwise defined herein, all capitalized
        terms will have the same meanings set forth in the Agreement.

         IN WITNESS WHEREOF, DFS and Dealer have executed this Amendment as of
the 30th day of July, 2002.

                     DEUTSCHE FINANCIAL SERVICES CORPORATION


                     By:   /s/   Tim Wass
                     Print Name: Tim Wass
                     Title: Director of Underwriting

                     FEATHERLITE, INC.


                     By:         /s/ Conrad Clement
                    Print Name:  Conrad Clement
                    Title:       President & Chief Executive Officer



                                       7
<PAGE>




                                    Exhibit A

                              Collateral Locations


Featherlite, Inc./Vantare
1550 Dolgner Place (Port of Sanford)
Sanford, Florida 32771


Featherlite/Vantare Sales and Service Center
4441 Orange Boulevard
Sanford, Florida 32771


Featherlite, Inc./Corporate Office
Hwy's 63 & 9
Cresco, Iowa 52136


Featherlite, Inc./Vantare Service Center
370 Blaise Church Road
Mocksville, North Carolina 27028


Featherlite, Inc./Vantare Service Center
90711 Roberts Road
Coberg, Oregon 97408

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<PAGE>