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[LOGO]

                                    LOAN AGREEMENT


       THIS LOAN AGREEMENT ("Agreement") is made and entered into as of October
4, 1999 by and between   Track 'N Trail,  a California Corporation and Overland
Management Corporation, A Massachusetts corporation and Nevin's Eagles Nest,
Inc. a Colorado corporation(each of the foregoing, in their respective joint and
several capacities hereunder, hereafter referred to individually and
collectively as "Borrower" or "Borrowers") and  UNION BANK OF CALIFORNIA, N.A.
("Bank").  This Agreement amends and restates in its entirety that certain loan
agreement dated October 9, 1998, between Bank and Track 'N Trail ("Prior
Agreement").



       SECTION 1.  THE LOAN

                     1.1.1  THE REVOLVING LOAN.  Bank will loan to Borrowers an
amount not to exceed Twenty Five Million Dollars ($25,000,000.00) outstanding in
the aggregate at any one time (the "Revolving Loan").  Borrowers may borrow,
repay and reborrow all or part of the Revolving Loan in accordance with the
terms of the Revolving Note.  All borrowings of the Revolving Loan must be made
before October 2, 2000 at which time all unpaid principal and interest of the
Revolving Loan shall be due and payable.  The Revolving Loan shall be evidenced
by a promissory note (the "Revolving Note") on the standard form used by Bank
for commercial loans.  Bank shall enter each amount borrowed and repaid in
Bank's records and such entries shall be deemed to be the amount of the
Revolving Loan outstanding.  Omission of Bank to make any such entries shall not
discharge Borrower of its obligation to repay in full with interest all amounts
borrowed. Any outstanding advances under the revolving loan extended pursuant to
the Prior Agreement shall constitute the initial borrowings under the Revolving
Loan.  Borrowers acknowledge that the opportunity of each Borrower to seek and
obtain borrowings in the full amount of the Revolving Loan constitutes
consideration for each Borrower's obligation to Bank to the full extent of the
Revolving Loan outstanding from time to time.  Borrowers further acknowledge
that the extension of the Revolving Loan shall lessen or eliminate any need on
the part of any Borrower to provide another Borrower with supplemental working
capital that otherwise might be required from time to time.

                     1.1.2  THE COMMERCIAL LETTER OF CREDIT SUBLIMIT.  As a
sublimit to the Revolving Loan, Bank shall issue, for the account of Borrowers,
jointly or severally, one or more irrevocable commercial letters of credit
(individually, an "L/C" and collectively, the "L/Cs") with transport documents
presented in a full set to Bank (and, in case of airway bills, consigned to
Bank)  and/or at Bank's option, with transport documents presented in less than
a full set to Bank and/or consigned to Borrower or to any party other than Bank
and calling for drafts at sight up to 180 days covering the importation or
purchase of shoes or related products.  The aggregate amount available to be
drawn under all outstanding L/Cs and the aggregate amount of unpaid
reimbursement obligations under drawn L/Cs shall not exceed One Million Five
Hundred Thousand Dollars ($1,500,000) and shall reduce, dollar for dollar, the
maximum amount available under the Revolving Loan.  All such commercial L/Cs
shall be drawn on such terms and conditions as are acceptable to Bank and shall
be governed by the terms of (and Borrower agrees to execute) Bank's standard
form for commercial L/C applications and reimbursement agreement and shall not
have an expiration date more than 180 days from its date of issuance. The amount
available under this Commercial Letter of Credit Sublimit shall be reduced by
the amount of any documentary letter of credit issued for Borrower's account,
but such amount or portion thereof shall again become available under the
Commercial Letter of Credit Sublimit (i) when such documentary letter of credit
is deemed by Bank to have expired undrawn, or (ii) when such documentary letter
of credit is drawn upon and Borrower reimburses Bank as provided in the standard
documentary


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letter of credit documentation.   No letter of credit shall expire  more than
(90) days after October 1, 2000.  Any L/C's issued pursuant to the Prior
Agreement shall be deemed to be L/C's issued under and subject to this
Commercial Letter of Credit Sublimit and the face amount(s) there of shall
reduce the amount available under this sublimit.


              1.2    TERMINOLOGY. As used herein, the following word or words or
phrases have the following meanings:

                     As used herein the word "Loan" shall mean, collectively,
all the credit facilities described above.

                     As used herein the word "Note" shall mean, collectively,
all the promissory notes described above.

                     As used herein, the words "Loan Documents" shall mean all
documents executed in connection with this Agreement.


              1.3    BORROWING BASE.  Notwithstanding any other provision of
this Agreement, Bank shall not be obligated to advance funds under the Revolving
Loan, or issue irrevocable documentary letters of credit under the Commercial
Letter of Credit Sublimit, if at any time the aggregate of Borrower's
obligations to Bank thereunder shall exceed the sum of fifty percent (50%) of
Borrower's Eligible Inventory plus fifty percent  (50%) of issued L/C's calling
for drafts at sight.   If at any time Borrower's obligations to Bank under the
above facilities exceed the sum so permitted, Borrower shall immediately repay
to Bank such excess.


                     1.3.1  ELIGIBLE INVENTORY.  The term "Eligible Inventory"
means that portion of Borrower's inventory of finished goods consisting of
Borrower's main line(s) of business products, which is (a) owned by Borrower,
free and clear of all liens or encumbrances except those in favor of Bank, (b)
held for sale or lease by Borrower and normally and currently saleable in the
ordinary course of Borrower's business, (c) of good and merchantable quality,
free from defects, (d) located only at locations of which Bank is notified in
writing, and (e) as to which Bank has been able to perfect and maintain
perfected a first priority security interest.  Eligible Inventory does not
include any of the following: work in process, spare parts, returned items not
for resale, damaged, defective or recalled items, items unfit for further
processing, obsolete or unmerchantable items, items used as salesperson's
samples or demonstrators, or inventory which Bank otherwise deems not be
Eligible Inventory.


              1.4    PURPOSE OF LOAN.  The proceeds of the Revolving Loan shall
be used for general corporate purposes.


              1.5    INTEREST.  The unpaid principal balance of the Revolving
Loan shall bear interest at the rate or rates provided in the Revolving Note and
selected by Borrower. The revolving Loan may be prepaid in full or in part only
in accordance with the terms of the Revolving Note and any such repayment shall
be subject to the prepayment fee provided for therein.  .


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              1.6    LETTER OF CREDIT ISSUANCE AND NEGOTIATION FEES AND OTHER
                     FEES.

              (a)           Documentary L/C's issued under the Commercial Letter
                     of Credit Sublimit shall be subject to the Bank's standard
                     issuance and payment fees.

              (b)           All other fees shall be in accordance with the
                     Bank's existing schedule of fees as amended from time to
                     time.

              1.7    LOAN COMMITMENT FEE.  Borrower's shall pay a non-refundable
fee of Forty Six Thousand Eight Hundred Seventy Five Dollars ($46,875.00).

              1.8    BALANCES.    Borrower shall maintain its major depository
accounts with Bank until the Note and all sums payable pursuant to this
Agreement have been paid in full.


              1.9    DISBURSEMENT.  Upon execution hereof, Bank shall disburse
the proceeds of the Loan as provided in Bank's standard form Authorization
executed by Borrowers.

              1.10   SECURITY.  Prior to any disbursement of the Loan, Borrowers
shall have executed a security agreement, on Bank's standard form, and a
financing statement, suitable for filing in the office of the Secretary of State
of the State of California and any other state designated by Bank, granting to
Bank a first priority security interest in such of Borrower's property as is
described in said security agreement.  Exceptions to Bank's first priority, if
any, are permitted only as otherwise provided in this Agreement.   At Bank's
request, Borrowers will use commercially reasonable efforts to obtain executed
landlord's and mortgagee's waivers on Bank's form covering all of Borrowers'
property located on leased or encumbered real property.

              1.11   CONTROLLING DOCUMENT.  In the event of any inconsistency
                     between the terms of this Agreement and any Note or any of
                     the other Loan Documents, the terms of such Note or other
                     Loan Documents will prevail over the terms of this
                     Agreement.


       SECTION 2.   CONDITIONS PRECEDENT

       Bank shall not be obligated to disburse all or any portion of the
proceeds of the Loan unless at or prior to the time for the making of such
disbursement, the following conditions have been fulfilled to Bank's
satisfaction:

              2.1    COMPLIANCE.  Borrowers shall have performed and complied
with all terms and conditions required by this Agreement to be performed or
complied with prior to or at the date of the making of such disbursement and
shall have executed and delivered to Bank the Note and other documents deemed
necessary by Bank.

              2.2    BORROWING RESOLUTION.  Borrowers shall have provided Bank
with certified copies of resolutions duly adopted by the Board of Directors of
Borrower, authorizing this Agreement and the Loan Documents.  Such resolutions
shall also designate the persons who are authorized to act on Borrower's behalf
in connection with this Agreement and to do the things required of Borrower
pursuant to this Agreement.

              2.3    TERMINATION STATEMENTS.  Borrowers shall have provided Bank
with UCC-2 termination statements executed by such secured creditors as may be
required by Bank and suitable for filing with the Secretary of State in each
state designated by Bank.


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              2.4    CONTINUING COMPLIANCE.  At the time any disbursement is to
be made, there shall not exist any event, condition or act which constitutes an
event of default under Section 6 hereof or any event, condition or act which
with notice, lapse of time or both would constitute such event of default; nor
shall there be any such event, condition, or act immediately after the
disbursement were it to be made.




       SECTION 3.   REPRESENTATIONS AND WARRANTIES

       Borrower represents and warrants that:

              3.1    BUSINESS ACTIVITY.  The principal business of Borrower is
shoe/boot retailing.

              3.2    AFFILIATES AND SUBSIDIARIES.  Borrower's affiliates and
subsidiaries (those entities in which Borrower has either a controlling interest
or at least a 25% ownership interest) and their addresses, and the names of
Borrower's principal shareholders, are as provided on a schedule delivered to
Bank on or before the date of this Agreement.

              3.3    AUTHORITY TO BORROW.  The execution, delivery and
performance of this Agreement, the Note and all other agreements and instruments
required by Bank in connection with the Loan are not in contravention of any of
the terms of any indenture, agreement or undertaking to which Borrower is a
party or by which it or any of its property is bound or affected.

              3.4    FINANCIAL STATEMENTS.  The financial statements of
Borrowers, including both a balance sheet at December 26, 1998, together with
supporting schedules, and an income statement for the twelve (12) months ended
December 26, 1998 have heretofore been furnished to Bank as well as the balance
sheet and income statement for the six (6) months ended June 26, 1999, and are
true and complete and fairly represent the financial condition of Borrowers
during the period covered thereby.  Since June 26, 1999, there has been no
material adverse change in the financial condition or operations of Borrowers.

              3.5    TITLE.  Except for assets which may have been disposed of
in the ordinary course of business, Borrower has good and marketable title to
all of the property reflected in their  financial statements delivered to Bank
and to all property acquired by Borrowers since the date of said financial
statements, free and clear of all liens from time to time existing (except for
purchase money security interest from time to time existing on personal
property), encumbrances, security interests and adverse claims except those
specifically referred to in said financial statements.

              3.6    LITIGATION.  There is no litigation or proceeding pending
or threatened against Borrower or any of its property which is reasonably likely
to affect the financial condition, property or business of Borrower in a
materially adverse manner or result in liability in excess of Borrower's
insurance coverage.

              3.7    DEFAULT.  Borrowers are not now in default in the payment
of any of its material obligations, and there exists no event, condition or act
which constitutes an event of default under Section 6 hereof and no condition,
event or act which with notice or lapse of time, or both, would constitute an
event of default.

              3.8    ORGANIZATION.  Each Borrower is duly organized and existing
under the laws of the state of its organization, and has the power and authority
to carry on the business in which it is engaged and/or proposes to engage.


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              3.9    POWER.  Each Borrower has the power and authority to enter
into this Agreement and to execute and deliver the Note and all of the other
Loan Documents.

              3.10   AUTHORIZATION. This Agreement and all things required by
this Agreement have been duly authorized by all requisite action of Borrowers.

              3.11   QUALIFICATION.  Each Borrower is duly qualified and in good
standing in any jurisdiction where such qualification is required.

              3.12   COMPLIANCE WITH LAWS.  No Borrower is in violation with
respect to any applicable laws, rules, ordinances or regulations which
materially affect the operations or financial condition of Borrowers.

              3.13   ERISA.  Any defined benefit pension plans as defined in the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of
Borrower meet, as of the date hereof, the minimum funding standards of Section
302 of ERISA, and no Reportable Event or Prohibited Transaction as defined in
ERISA has occurred with respect to any such plan.

              3.14   REGULATION U.  No action has been taken or is currently
planned by Borrowers, or any agent acting on its behalf, which would cause this
Agreement or the Note to violate Regulation U or any other regulation of the
Board of Governors of the Federal Reserve System or to violate the Securities
and Exchange Act of 1934, in each case as in effect now or as the same may
hereafter be in effect.  Borrowers are not engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock as one of its
important activities and none of the proceeds of the Loan will be used directly
or indirectly for such purpose.

              3.15   CONTINUING REPRESENTATIONS.  These representations shall be
considered to have been made again at and as of the date of each disbursement of
the Loan and shall be true and correct as of such date or dates.


       SECTION 4.   AFFIRMATIVE COVENANTS

       Until the Note and all sums payable pursuant to this Agreement or any
other of the Loan Documents have been paid in full, unless Bank waives
compliance in writing, Borrowers agree that:

              4.1    USE OF PROCEEDS.  Borrowers will use the proceeds of the
Loan only as provided in subsection 1.4 above.


              4.2    PAYMENT OF OBLIGATIONS.  Borrowers will pay and discharge
promptly all taxes, assessments and other governmental charges and claims levied
or imposed upon it or its property, or any part thereof, provided, however, that
Borrower shall have the right in good faith to contest any such taxes,
assessments, charges or claims and, pending the outcome of such contest, to
delay or refuse payment thereof provided that adequately funded reserves are
established by it to pay and discharge any such taxes, assessments, charges and
claims.

              4.3    MAINTENANCE OF EXISTENCE.  Each Borrower will maintain and
preserve its existence and assets and all rights, franchises, licenses and other
authority necessary for the conduct of its business and will maintain and
preserve its property, equipment and facilities in good order, condition and
repair.  Bank may, at reasonable times, visit and inspect any of the properties
of Borrower.

              4.4    RECORDS.  Each Borrower will keep and maintain full and
accurate accounts and records of its operations according to generally accepted
accounting principles and will permit Bank to


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have access thereto, to make examination and photocopies thereof, and to make
audits during regular business hours.  Costs for such audits shall be paid by
Borrowers.

              4.5    INFORMATION FURNISHED.  Borrowers  will furnish to Bank:

                     (a)    Within forty-five  (45 ) days after the close of
each fiscal quarter, including the final quarter of each fiscal year, their
unaudited consolidating and consolidated balance sheet as of the close of such
fiscal quarter,  their unaudited consolidating and consolidated income and
expense statement with supportive schedules and statement of retained earnings
for that fiscal quarter, prepared in accordance with generally accepted
accounting principles;

                     (b)    Within ninety (90) days after the close of each
fiscal year, a copy of their statement of financial condition including at least
its consolidated balance sheet as of the close of such fiscal year, their
consolidated  income and expense statement and retained earnings statement for
such fiscal year, examined and prepared on an audited basis by independent
certified public accountants selected by Borrower and reasonably satisfactory to
Bank, in accordance with generally accepted accounting principles applied on a
basis consistent with that of the previous year;

                     (c)    By December 15 of each fiscal year, annual monthly
projections on a consolidating basis for the following fiscal year;

                     (d)    Such other financial statements and information as
Bank may reasonably request from time to time;

                     (e)    In connection with each financial statement provided
hereunder, a statement executed by the chief financial officer of each borrower,
certifying that no default has occurred and no event exists which with notice or
the lapse of time, or both, would result in a default hereunder;

                     (f)    In connection with each fiscal year-end statement
required hereunder, any management letter of Borrower's certified public
accountants;

                     (g)    Within thirty (30) days after each fiscal quarter
end, a certification of compliance with the Borrowing Base described above,
executed by each Borrower's chief financial officer or other duly authorized
officer of Borrower, in form acceptable to Bank, which certificate shall
accurately report Borrowers' Eligible Inventory and the sum of documentary
letters of credit calling for drafts at sight.  Borrower will permit Bank to
audit, at Borrower's expense, Bank's collateral upon reasonable notice and
during regular business hours;

                     (h) Within forty-five (45) days after each fiscal quarter,
a certification of compliance with all covenants under this Agreement, executed
by each Borrower's chief financial officer or other duly authorized officer of
such Borrower, in form acceptable to Bank;

                     (i) Prompt written notice to Bank of all events of default
under any of the terms or provisions of this Agreement or of any other
agreement, contract, document or instrument entered, or to be entered into with
Bank; and of any litigation which, if decided adversely to either Borrower,
would have a material adverse effect on Borrower's financial condition; and of
any other matter which has resulted in, or is likely to result in, a material
adverse change in its financial condition or operations; and

                     (j) Prior written notice to Bank of any changes in
Borrower's officers and other senior management (or immediate written notice
upon the unexpected departure of any officer or other person in senior
management);  Borrower's name; and location of Borrower's assets, principal
place of business or chief executive office.


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              4.6    CURRENT RATIO.  Borrower will at all times maintain a ratio
of current assets to current liabilities of at least 1.25:1.0, as such terms are
defined by generally accepted accounting principles.

              4.7    CASH FLOW.  Borrower will at all times maintain cash flow
equal to a four quarter moving average of One Million Five Hundred Thousand
Dollars ($1,500,000.00) from September 25, 1999 and thereafter based on Earnings
Before Interest, Taxes, Depreciation and Amortization (EBITDA).

              4.8    TANGIBLE NET WORTH.  Borrower will at all times maintain
Tangible Net Worth of not less than Twenty Two Million Dollars ($22,000,000.00).
"Tangible Net Worth" shall mean net worth increased by indebtedness of Borrower
subordinated to Bank and decreased by patents, licenses, trademarks, trade
names, goodwill and other similar intangible assets, organizational expenses,
security deposits, prepaid costs and expenses and monies due from affiliates
(including officers, shareholders, and directors).

              4.9    COVENANTS ON CONSOLIDATED BASIS.  All financial covenants
set forth in sections 4.6 through 4.8 above shall be calculated on a
consolidated basis.

              4.10   INSURANCE.  Each Borrower will keep all of its insurable
property, real, personal or mixed, insured by companies and in amounts approved
by Bank against fire and such other risks, and in such amounts, as is
customarily obtained by companies conducting similar business with respect to
like properties.  Each Borrower will maintain adequate insurance against
liability for damages to persons and property.

              4.11   ADDITIONAL REQUIREMENTS.  Each Borrower will promptly, upon
demand by Bank, take such further action and execute all such additional
documents and instruments in connection with this Agreement as Bank in its
reasonable discretion deems necessary, and promptly supply Bank with such other
information concerning its affairs as Bank may request from time to time.

              4.12   LITIGATION AND ATTORNEYS' FEES.  Each Borrower will pay
promptly to Bank upon demand, reasonable attorneys' fees (including but not
limited to the reasonable estimate of the allocated costs and expenses of
in-house legal counsel and legal staff) and all costs and other expenses paid or
incurred by Bank in collecting, modifying or compromising the Loan or in
enforcing or exercising its rights or remedies created by, connected with or
provided for in this Agreement or any of the Loan Documents, whether or not an
arbitration, judicial action or other proceeding is commenced.  If such
proceeding is commenced, only the prevailing party shall be entitled to
attorneys' fees and court costs.

              4.13   BANK EXPENSES.  Each Borrower will pay or reimburse Bank
for all reasonable costs, expenses and fees incurred by Bank in preparing and
documenting this Agreement and the Loan, and all amendments and modifications
thereof, including but not limited to all filing and recording fees, costs of
appraisals, insurance and attorneys' fees, including the reasonable estimate of
the allocated costs and expenses of in-house legal counsel and legal staff.

              4.14   REPORTS UNDER PENSION PLANS.  Each Borrower will furnish to
Bank, as soon as possible and in any event within 15 days after Borrower knows
or has reason to know that any event or condition with respect to any defined
benefit pension plans of Borrower described in Section 3 above has occurred, a
statement of an authorized officer of Borrower describing such event or
condition and the action, if any, which Borrower proposes to take with respect
thereto.


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       SECTION 5.   NEGATIVE COVENANTS

       Until the Note and all other sums payable pursuant to this Agreement or
any other of the Loan Documents have been paid in full, unless Bank waives
compliance in writing, Borrowers agree that:

              5.1    ENCUMBRANCES AND LIENS.   Borrowers will not create, assume
or suffer to exist any mortgage, pledge, security interest, encumbrance, or lien
(other than for taxes not delinquent and for taxes and other items being
contested in good faith) on property of any kind, whether real, personal or
mixed, now owned or hereafter acquired, or upon the income or profits thereof,
except to Bank and except for minor encumbrances and easements on real property
which do not affect its market value, and except for existing liens on
Borrower's personal property and future purchase money security interests
encumbering only the personal property purchased.  All of such permitted
personal property liens shall not exceed, in the aggregate, One Million Dollars
($1,000,000) at any time.

              5.2    BORROWINGS.  Other than as may be allowed under Section 5.1
above, Borrowers will not sell, discount or otherwise transfer any account
receivable or any note, draft or other evidence of indebtedness, except to Bank
or except to a financial institution at face value for deposit or collection
purposes only and without any fee other than fees normally charged by the
financial institution for deposit or collection services.   Borrowers will not
borrow any money, become contingently liable to borrow money, nor enter any
agreement to directly or indirectly obtain borrowed money, except pursuant to
agreements made with Bank.

              5.3    SALE OF ASSETS, LIQUIDATION OR MERGER.  If any event of
default shall exist, Borrowers will not liquidate nor dissolve nor enter into
any consolidation, merger, partnership or other combination, nor convey, nor
sell, nor lease all or the greater part of its assets or business, nor purchase
or lease all or the greater part of the assets or business of another.

              5.4    LOANS, ADVANCES AND GUARANTIES.   Borrowers will not,
except in the ordinary course of business as currently conducted, make any loans
or advances, become a guarantor or surety, pledge its credit or properties in
any manner or extend credit.

              5.5    INVESTMENTS.   Borrowers will not purchase the debt or
equity of another person or entity except for savings accounts and certificates
of deposit of Bank, direct U.S.  Government obligations and commercial paper
issued by corporations with the top ratings of Moody's or Standard & Poor's,
provided all such permitted investments shall mature within two year of
purchase.

              5.6    PAYMENT OF DIVIDENDS.  Borrowers and guarantors will not
declare or pay any dividends, other than a dividend payable in its own common
stock, or authorize or make any other distribution with respect to any of its
stock now or hereafter outstanding.

              5.7    RETIREMENT OF STOCK.  Borrowers will not acquire or retire
any share of its capital stock for value.

              5.8    PARENT AND SUBSIDIARY PROPERTY.   Borrowers will not
transfer any property to its parent or any affiliate of its parent, except for
value received in the normal course of business as business would be conducted
with an unrelated or unaffiliated entity.  In no event shall management fees or
fees for services be paid by any Borrower to any such direct or indirect
affiliate, except for commercially reasonable fees paid for accounting services
and related management, without Bank's prior written approval.

              5.9    CAPITAL EXPENDITURES.  Borrowers will not in the aggregate
make capital expenditures in excess of Six Million Five Hundred Thousand Dollars
($6,500,000) during its fiscal year ending December 30, 2000 and only make such
expenditures as are necessary for Borrowers in the conduct of their ordinary
course of business.


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       SECTION 6.   EVENTS OF DEFAULT

       The occurrence of any of the following events ("Events of Default") shall
terminate any obligation on the part of Bank to make or continue the Loan and
automatically, unless otherwise provided under the Note, shall make all sums of
interest and principal and any other amounts owing under the Loan immediately
due and payable, without notice of default, presentment or demand for payment,
protest or notice of nonpayment or dishonor, or any other notices or demands:

              6.1      Borrower shall default in the due and punctual payment of
the principal of or the interest on the Note or any of the other Loan Documents;
or

              6.2     Any default shall occur under the Note; or

              6.3     Borrower shall default in the due performance or
observance of any covenant or condition of the Loan Documents; or

              6.4     Any guaranty or subordination agreement required hereunder
is breached or becomes ineffective, or any Guarantor or subordinating creditor
dies, disavows or attempts to revoke or terminate such guaranty or subordination
agreement; or

              6.5    There is a change in ownership or control of ten percent
(10%) or more of the issued and outstanding stock of any Borrower, except for
changes in ownership or control which have been approved by Bank.


       SECTION 7.   MISCELLANEOUS PROVISIONS

              7.1    ADDITIONAL REMEDIES.  The rights, powers and remedies given
to Bank hereunder shall be cumulative and not alternative and shall be in
addition to all rights, powers and remedies given to Bank by law against
Borrower or any other person, including but not limited to Bank's rights of
setoff or banker's lien.

              7.2    NONWAIVER.  Any forbearance or failure or delay by Bank in
exercising any right, power or remedy hereunder shall not be deemed a waiver
thereof and any single or partial exercise of any right, power or remedy shall
not preclude the further exercise thereof.  No waiver shall be effective unless
it is in writing and signed by an officer of Bank.

              7.3    INUREMENT.  The benefits of this Agreement shall inure to
the successors and assigns of Bank and the permitted successors and assignees of
Borrower, and any assignment by Borrower without Bank's consent shall be null
and void.

              7.4    APPLICABLE LAW.  This Agreement and all other agreements
and instruments required by Bank in connection therewith shall be governed by
and construed according to the laws of the State of California.

              7.5    SEVERABILITY.  Should any one or more provisions of this
Agreement be determined to be illegal or unenforceable, all other provisions
nevertheless shall be effective.

              7.6    INTEGRATION CLAUSE.  Except for documents and instruments
specifically referenced herein, this Agreement constitutes the entire agreement
between Bank and Borrower regarding the Loan and all prior communications verbal
or written between Borrower and Bank shall be of no further effect or
evidentiary value.


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              7.7    CONSTRUCTION.  The section and subsection headings herein
are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.

              7.8    AMENDMENTS.  This Agreement may be amended only in writing
signed by all parties hereto.

              7.9    COUNTERPARTS.  Borrowers and Bank may execute one or more
counterparts to this Agreement, each of which shall be deemed an original.


       SECTION 8.   SERVICE OF NOTICES

              8.1    Any notices or other communications provided for or allowed
hereunder shall be effective only when given by one of the following methods and
addressed to the respective party at its address given with the signatures at
the end of this Agreement and shall be considered to have been validly given:
(a) upon delivery, if delivered personally; (b) upon receipt, if mailed, first
class postage prepaid, with the United States Postal Service; (c) on the next
business day, if sent by overnight courier service of recognized standing; and
(d) upon telephoned confirmation of receipt, if telecopied.

              8.2    The addresses to which notices or demands are to be given
may be changed from time to time by notice delivered as provided above.


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       THIS AGREEMENT is executed on behalf of the parties by duly authorized
officers as of the date first above written.



UNION BANK OF CALIFORNIA, N.A.     TRACK  'N TRAIL


By:  /s/ Randy Lambert             By:  /s/ David L. Suechting, Jr.
    --------------------------         -----------------------------------------
Randy Lambert , Vice President     David L. Suechting, Jr. Chairman of the Board

                                   By:  /s/ Daniel J. Nahmens
                                       --------------------------------------
                                   Daniel J. Nahmens, Chief Financial Officer

Address:                           Address:

Union Bank of California, N. A.    Track 'N Trail
770 "L" Street #1400               4961 A Windplay
Sacramento, California             95814 EL Dorado Hills, Ca. 95762
Attention: Randy Lambert,          Attention: Daniel J. Nahmens
Fax:       (916) 321-6713          Fax:       (916) 933-4521
Telephone: (916) 321-6770          Telephone: (916) 933-4525


                                   OVERLAND MANAGEMENT CORPORATION

                                   By: /s/ David L. Suechting, Jr.
                                      ------------------------------------------
                                   David L. Suechting, Jr. Chairman of the Board


                                   By: /s/ Daniel J. Nahmens
                                      ---------------------------------------
                                   Daniel J. Nahmens, Chief Financial Officer

                                   NEVIN'S EAGLES NEST, INC.


                                   By: /s/ David L. Suechting, Jr.
                                      ------------------------------------------
                                   David L. Suechting, Jr. Chairman of the Board


                                   By: /s/ Daniel J. Nahmens
                                       --------------------------------------
                                   Daniel J. Nahmens, Chief Financial Officer


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