EXHIBIT 10.1

                   AMENDMENT NO. 3 TO BUSINESS LOAN AGREEMENT


     This  Amendment  No. 3 (the  "Amendment")  dated as of November 1, 2001, is
between Bank of America,  N.A. (the "Bank") and National R.V. Holdings,  Inc., a
Delaware corporation (the "Borrower").

                                    RECITALS

     A.  The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of July 31, 2001, as previously amended (the "Agreement").

     B.  The Bank and the Borrower desire to further amend the Agreement.

                                    AGREEMENT

     1.  Definitions.  Capitalized  terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

     2.  Amendments.  The Agreement is hereby amended as follows:
                  ----------

         2.1  Section 1.1(a) of the Agreement is amended in its entirety to read
as follows:

              "(a) During the availability period described below, the Bank will
provide a line of credit to the Borrower.  The amount of the line of credit (the
"Commitment") is Nine Million Nine Hundred Seventy Seven Thousand Three Hundred
and Fifty Six Dollars ($9,977,356)."

         2.2  Section 1.3(a) of the Agreement is amended in its entirety to read
as follows:

              "(a) The interest rate is a rate per year equal to the Bank's
Prime Rate plus 2.0 percentage points."

         2.3  Section 1.5 of the Agreement is hereby deleted.

         2.4  Article 2 of the Agreement, including Section 2.1 and 2.2 of the
Agreement, is hereby deleted.

         2.5  Section 5.9 of the Agreement is amended in its entirety to read as
 follows:

              "Default Rate.  Upon the occurrence of any default under this
Agreement, principal amounts outstanding under this Agreement will at the option
of the Bank bear interest at the Bank's Prime rate plus 4.0 percentage points.
This will not constitute a waiver of any default."

         2.6  Section 8.2(b) of the Agreement is amended in its entirety to read
 as follows:

              "(b) Within 20 days of the period's end (including the last month
of each fiscal quarter), the Borrower's monthly financial statements. These
financial statements may be Borrower prepared. The statements shall be prepared
on a consolidated and consolidating basis."

         2.7  New Section 8.2(i) is added to the Agreement which reads as
follows:

              "(i) No later than 30 days prior to the period's beginning,
Borrower's quarterly financial projections, including information and
computations and calculations for all covenant calculations, including without
limitation, the covenant calculations set forth in Section 8.3, Section 8.4,
Section 8.5 and Section 8.6, all in sufficient detail satisfactory to the Bank."

         2.8  New Section 8.2(j) is added to the Agreement which reads as
follows:

              "(j) On the first day of each and every week, Borrower's weekly
projected cash flow statements for the current week and for the subsequent
five(5) weeks (for a total of six (6) weeks of projected cash flows), showing
all projected sources of cash and uses of cash for each and every week, all in
sufficient detail satisfactory to the Bank. All projected cash flow statements
shall be updated on a weekly basis."

     3.  Representations and Warranties. When the Borrower signs this Amendment,
the Borrower represents and warrants to the Bank that: (a) except for the breach
of Section 8.5 of the Agreement relative to the cumulative period from April 1,
2001 through December 31, 2001 which may occur, there is no event which is, or
with notice or lapse of time or both would be, a default under the Agreement
except those events, if any, that have been disclosed in writing to the Bank or
waived in writing by the Bank, (b) the representations and warranties in the
Agreement are true as of the date of this Amendment as if made on the date of
this Amendment, (c) this Amendment is within the Borrower's powers, has been
duly authorized, and does not conflict with any of the Borrower's organizational
papers, and (d) this Amendment does not conflict with any law, agreement, or
obligation by which the Borrower is bound.

     4.  Conditions.  This Amendment will be effective when the Bank receives
the following items, in form and content acceptable to the Bank:

         4.1  The sum of Twenty Thousand Dollars ($20,000) from Borrower
pursuant to Section 3.1(c) of the Agreement

     5.  Effect of Amendment.  Except as provided in this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.

     6.  Counterparts.  This Amendment may be executed in counterparts, each of
which when so executed shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.


     This Amendment is executed as of the date stated at the beginning of this
Amendment.

                                                  Bank of America, N.A.

                                                  By     /s/ Cynthia Goodfellow
                                                    ----------------------------

                                                  Title  Vice President
                                                       -------------------------


                                                  National R.V. Holdings, Inc.,
                                                  a Delaware corporation

                                                  By     /s/ Mark D. Andersen
                                                    ----------------------------

                                                  Title  Chief Financial Officer
                                                       -------------------------