<PAGE>

Exhibit 10.13

[Logo]


                                   LOAN AGREEMENT


     THIS LOAN AGREEMENT ("Agreement") is made and entered into as of October 
9, 1998 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 16, 1997, 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 Million Dollars ($20,000,000) 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 11, 1999 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


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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 letter of credit documentation.   No 
letter of credit shall expire more than (90) days after October 11, 1999.  
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.

          Documentary L/C's issued under the Commercial Letter of Credit
          Sublimit shall be subject to the Bank's standard issuance and payment
          fees.
          
          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. On October 9, 1998, Borrower's shall pay an
annual, non-refundable fee of Seventy Five Thousand Dollars ($75,000) of which
Thirty Seven Thousand, Five Hundred ($37,500) was paid on September 29, 1998.  


          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  GUARANTIES.  Track 'N Trail Inc., a Delaware corporation 
(hereafter called "Holding Company" or "Guarantor") shall have executed and 
delivered to Bank a continuing guaranty in form and amount satisfactory to 
Bank.

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          2.3  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.

          2.4  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.


          2.5  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.


          2.6  TERM DEBT.  In the event that Borrowers have not successfully
completed a secondary Public Offering to repay Ten Million Dollars ($10,000,000)
of the Revolving Line of Credit by October 11, 1999, Bank has committed to term
out a maximum of Ten Million Dollars ($10,000,000) of the Revolving Line of
Credit to be repaid over a five year fully amortized term with last payment to
be made on October 30, 2004.


     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 27, 1997, together with supporting
schedules, and an income statement for the twelve (12) months ended December 27,
1997 have heretofore been furnished to Bank as well as the balance sheet and
income statement for the six (6) months ended June 27, 1998,  and are true and
complete and fairly represent the financial condition of Borrowers during the
period covered thereby.  Since June 27, 1998, there has been no material adverse
change in the financial condition or operations of Borrowers.


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          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 (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.

          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.


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     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 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;


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               (g)  Within forty five (45) 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.

          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 Four Million Five Hundred Dollars
($4,500,000) based on Earnings Before Interest, Taxes, Depreciaton and
Amortization (EBITDA).

          4.8  COVENANTS ON CONSOLIDATED BASIS.  All financial covenants set
forth in sections 4.6 and 4.7 above shall be calculated on a consolidated basis.

          4.9  INSURANCE.  Each Borrower will keep all of its insurable
property, real, personal or mixed, insured by companies 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.  

          4.10 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.<PAGE>


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          4.11 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.

          4.12 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.

          4.13 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.


     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 


                                     -8-

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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 Seven Million Dollars ($7,000,000) during its
fiscal year ending December 27, 1999 and only make such expenditures as are
necessary for Borrowers in the conduct of their ordinary course of business. 

     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.


                                     -9-

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     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.

          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.


                                     -10-

<PAGE>

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

<TABLE>
<CAPTION>
UNION BANK OF CALIFORNIA, N.A.                TRACK  'N TRAIL
<S>                                           <C>

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

                                              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
</TABLE>