Exhibit 10.29


                              STANDSTILL AGREEMENT

                  THIS STANDSTILL AGREEMENT (this "Agreement") is made and
entered into effective as of the 31st day of January, 2002, by and between
FEATHERLITE, INC., a Minnesota corporation ("Borrower") and U.S. BANK NATIONAL
ASSOCIATION, formerly known as Firstar Bank, N.A., a national banking
association ("Lender").

                  WHEREAS, Borrower and Lender have heretofore entered into that
certain Revolving Loan and Security Agreement dated as of September 24, 1998, as
thereafter amended by that certain letter agreement dated February 8, 1999, that
certain letter agreement dated January 5, 2000, that certain Third Amendment to
Revolving Loan and Security Agreement dated as of March 31, 2001, that certain
Fourth Amendment to Revolving Loan and Security Agreement dated as of May 31,
2001 and that certain letter of default dated as of September 20, 2001 (as so
amended, the "Loan Agreement"), pursuant to which Lender has provided to
Borrower a revolving line of credit up to a current maximum amount of
$17,000,000.00 (all capitalized terms used and not otherwise defined in this
Agreement shall have the respective meanings ascribed to them in the Loan
Agreement); and

                  WHEREAS, Borrower has heretofore executed and delivered to
Lender that certain Installment Note dated as of September 24, 1998 and payable
to the order of Lender in the original principal amount of $5,000,000.00 (the
"$5,000,000 Note"); and

                  WHEREAS, Borrower has heretofore executed and delivered to
Lender that certain Installment Note dated as of September 24, 1998 and payable
to the order of Lender in the original principal amount of $3,000,000.00 (the
"$3,000,000 Note"); and

                  WHEREAS, Borrower has heretofore executed and delivered to
Lender that certain Installment Note (Future Equipment Acquisitions) dated as of
September 24, 1998 and payable to the order of Lender in the original principal
amount of $2,000,000.00 (the "$2,000,000 Note"); and

                  WHEREAS, Borrower has heretofore executed and delivered to
Lender that certain Installment Note dated as of April 13, 1999 and payable to
the order of Lender in the original principal amount of $1,000,000.00 (the
"$1,000,000 Note"); and

                  WHEREAS, Borrower is presently in default under the Loan
Agreement, the $5,000,000 Note, the $3,000,000 Note, the $2,000,000 Note and the
$1,000,000 Note and is unable to fully repay the indebtedness owing to Lender
thereunder (collectively, the "Indebtedness"); and

                  WHEREAS, pursuant to the terms of (i) the Loan Agreement, (ii)
that certain Security Interest, Pledge, and License of Patents, Trademarks and
Copyrights dated as of September 24, 1998 and executed by Borrower in favor of
Lender and filed with the United States Patent and Trademark Office on October
14, 1998 (the "Patent and Trademark Agreement"), and (iii) certain other
agreements, documents and instruments executed by Borrower in favor of Lender
(the "Other Agreements"), Lender has a security interest in and/or lien on all

<PAGE>


of Borrower's now owned and/or hereafter arising, created or acquired accounts,
inventory, machinery, equipment, furniture, fixtures, general intangibles,
patents, trademarks, copyrights, and certain of Borrower's other assets, as more
fully described in the Loan Agreement, the Patent and Trademark Agreement and
the Other Agreements, (collectively, the "Personal Property"), as security for
Borrower's payment of the Indebtedness; and

                  WHEREAS, pursuant to the terms of that certain Mortgage dated
September 24, 1998 and in favor of Lender and recorded with the Page County,
Iowa Recorder of Deeds on October 20, 1998 as Instrument No. 982924 (the "Page
County Mortgage"), Lender has a perfected lien on and/or interest in certain
real estate located in Page County, Iowa (the "Page County Property"); and

                  WHEREAS, pursuant to the terms of that certain Mortgage dated
September 24, 1998 and in favor of Lender and recorded with the Howard County,
Iowa Recorder of Deeds on October 16, 1998 in Book 242, Page 44 (the "Howard
County Mortgage"), Lender has a perfected lien on and/or interest in certain
real estate located in Howard County, Iowa (the "Howard County Property"); and

                  WHEREAS, pursuant to the terms of that certain Mortgage dated
September 24, 1998 and in favor of Lender and recorded with the Chickasaw
County, Iowa Recorder of Deeds on October 16, 1998 in Book 187, Page 230 (the
"Chickasaw County Mortgage" and, together with the Loan Agreement, the
$5,000,000 Note, the $3,000,000 Note, the $2,000,000 Note, the $1,000,000 Note,
the Patent and Trademark Agreement, the Other Agreements, the Page County
Mortgage and the Howard County Mortgage, the "Loan Documents"), Lender has a
perfected lien on and/or interest in certain real estate located in Chickasaw
County, Iowa (the "Chickasaw County Property" and, together with the Personal
Property, the Page County Property and the Howard County Property, the
"Collateral"); and

                  WHEREAS, as a result of Borrower's existing defaults under the
Loan Documents, Lender is entitled to immediately exercise all of its rights and
remedies under the Loan Documents, including, without limitation, terminating
its obligations, if any, to make additional loans to Borrower under the Loan
Agreement, demanding immediate payment of the Indebtedness and foreclosing its
security interests in and/or liens on any or all of the Collateral; and

                  WHEREAS, Borrower has requested that Lender forbear from
taking any action against Borrower or the Collateral for a certain period of
time and on certain conditions as set forth herein; and

                  WHEREAS, Lender is willing to forbear from taking any action
against Borrower or the Collateral, provided that such forbearance is on the
terms and conditions set forth herein and that such forbearance does not waive
or otherwise prejudice any of the rights or remedies of Lender;


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                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:

                  1. Agreements Regarding Debt and Collateral. Borrower hereby
agrees that:

                           (a) Borrower has heretofore executed, and is
presently liable upon, the Loan Documents;

                           (b) by virtue of the Loan Documents, Lender has a
perfected security interest in, and/or lien on, the Collateral;

                           (c) as of the close of business on January 22, 2002,
Borrower owes Lender the following sums, evidenced by the following promissory
notes:

           Note                   Principal              Accrued Interest
           ----                   ---------              ----------------

Loan Agreement                 $ 7,888,560.38             $   46,428.32
$5,000,000 Note                $ 3,374,999.87             $   13,335.87
$3,000,000 Note                $   786,742.97             $    3,153.99
$2,000,000 Note                $   789,351.69             $    3,130.80
$1,000,000 Note                $   202,000.11             $      804.84

                           (d) Borrower is in default under the Loan Documents
as a result of (i) its violation of the Debt to Tangible Net Worth, Minimum
EBITDA and Minimum Fixed Charge Coverage Ratio financial covenants set forth in
Sections 12(d), (e) and (f) of the Loan Agreement, and (ii) its default status
with its other lenders, Deutsch Financial Services Corporation and First Union
National Bank (together, the "Existing Defaults");

                           (e) Borrower has no defense to payment of the
Indebtedness, or any part thereof, and has no other claims against Lender as of
the date hereof.

                  2. Amendments to Loan Agreement.

                           (a) The first sentence of Section 3
("Collateral-Obligation Ratio") of the Loan Agreement is hereby deleted in its
entirety and the following substituted in lieu thereof:

                  "Without Lender's prior written consent, Debtor shall not
                  permit advances (including, without limitation, accrued
                  interest, expenses, fees and reserves) against Qualified
                  Accounts and Qualified Inventory at any time outstanding to
                  exceed the lesser of $17,000,000 or an amount equal to the sum
                  of:

                  (a)      up to 85% of the amount owing on Qualified Accounts
                           (minus payments on Qualified Accounts which are in
                           the process of collection by Lender); plus


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                  (b)      up to the lesser of $15,000,000 or the following
                           percentages of Qualified Inventory at a cost or
                           wholesale market value, whichever is lower, as
                           reflected below:

                               Type of       Featherlite
                              Qualified     Manufacturing    Vantare     Vogue
                              Inventory        Division      Division   Division
                              ---------        --------      --------   --------

                           Raw Materials         67.5%         67.5%       0%
                           Work-In-Process       67.5%         67.5%       0%
                           Sub-Assembly
                           Finished Goods        67.5%         67.5%       0%

                           plus

                  (c)      the Special Advance Availability, as defined, and to
                           the extent and in the manner provided for, in
                           subsection (h) of Section 12."

                           (b) Subsection (h) of Section 12 of the Loan
Agreement is hereby deleted in its entirety and the following substituted in
lieu thereof:

                  "(h) SPECIAL ADVANCE AVAILABILITY. Subject to the other terms
                  and conditions of this Agreement, Lender will provide to
                  Debtor, and Debtor may draw, additional revolving loan
                  availability underneath the Line of Credit (as in effect on a
                  date, the "Special Advance Availability"). The Special Advance
                  Availability will be added to the availability determined
                  under subsections (a) and (b) of Section 3. For the period
                  beginning January 31, 2002 and ending February 28, 2002, the
                  Special Advance Availability will not exceed an amount, as at
                  any time of determination, equal to (i) $1,500,000 less (ii)
                  the sum of all outstanding amounts drawn (or deemed to be
                  drawn) under the Special Advance Availability as of each date
                  of drawing by Debtor of the Special Advance Availability. As
                  of 5:00 p.m. on February 28, 2002, all amounts drawn under the
                  Special Advance Availability in excess of $1,000,000, if not
                  sooner repaid, will be due and payable in full and, from such
                  time until March 31, 2002, the amount of the Special Advance
                  Availability will not exceed an amount, as at any time of
                  determination, equal to (i) $1,000,000 less (ii) the sum of
                  all outstanding amounts drawn (or deemed to be drawn) under
                  the Special Advance Availability as of each date of drawing by
                  Debtor of the Special Advance Availability. As of 5:00 p.m. on
                  March 31, 2002, all amounts drawn under the Special Advance
                  Availability in excess of $500,000, if not sooner repaid, will
                  be due and payable in full and, from such time until April 30,
                  2002, the Special Advance Availability will not exceed an
                  amount, as at any time of determination, equal to (i) $500,000
                  less (ii) the sum of all outstanding amounts drawn (or deemed
                  to be drawn) under the Special Advance Availability as of each
                  date of drawing by Debtor of the Special Advance Availability.
                  As of 5:00 p.m. on April 30, 2002, the entire unpaid principal
                  balance of, and all accrued interest on, that portion of the


                                     - 4 -
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                  Line of Credit attributable to Special Advance Availability,
                  if not sooner repaid, will be due and payable in full and the
                  amount of the Special Advance Availability will be equal to
                  zero (0) dollars; and, for purposes of this Agreement, the
                  other Loan Documents and availability under the Line of
                  Credit, the Special Advance Availability will be terminated.
                  Notwithstanding anything to the contrary in this Agreement or
                  in the other Loan Documents, payments applied to reduce the
                  principal balance of the Line of Credit will be applied first
                  to reduce all outstanding amounts drawn under the Special
                  Advance Availability and second to reduce the remainder of the
                  Line of Credit. For all purposes of this Agreement and the
                  other Loan Documents, Debtor will be deemed to have made a
                  drawing of the Special Advance Availability, and the Special
                  Advance Availability will be deemed outstanding , in the
                  amount by which the outstanding balance of the Line of Credit,
                  as at any time of determination, exceeds availability under
                  the Line of Credit determined under subsections (a) and (b) of
                  Section 3.

                  (c) Borrower's ability to draw any additional sums under the
$2,000,000 Note is hereby terminated.

                  3. Lender's Agreements. Lender covenants and agrees that,
during the Standstill Period (as defined in Section 4(a) hereof):

                  (a) Lender will not file or join in the filing of any
involuntary petition against any of Borrower under Title 11 of the United States
Code, or otherwise initiate any similar proceedings for the benefit of
creditors, including any proceeding for the appointment of a trustee, receiver,
conservator or liquidator of Borrower or any portion of the property or assets
of Borrower;

                  (b) Lender will not seek to exercise or enforce any right or
remedy against Borrower or any property or assets of Borrower to which Lender
would be entitled by reason of the occurrence of any event of default under the
Loan Documents, as amended hereby, which forbearance shall not, however, act as
a waiver of Lender's right to enforce any such right or remedy after the
expiration or earlier termination of the Standstill Period; and

                  (c) Lender will not seek to attach, sequester or otherwise
proceed against any property or assets of Borrower;

                  (d) Lender will continue to make loans to Borrower upon the
terms and conditions set forth in the Loan Agreement as amended hereby.

                  (e) Upon the filing of Borrower's federal tax return for
calendar year 2001 and amended returns for calendar years 1999 and 2000 and
Borrower's execution of (i) such documents as are necessary to cause the
Internal Revenue Service to forward any tax refunds due to Borrower in
connection therewith directly to Lender, and (ii) such other documents as may
reasonably be required by Lender, Lender will loan to Borrower an amount equal
to sixty percent (60%) of the aggregate refunds to be received by Borrower in
connection with such returns, not to exceed $1,680,000.00 (the "Tax Loan");
provided that Borrower is not then in default of the terms and conditions of
this Agreement and the Standstill Period has not otherwise expired. The Tax Loan
shall be due and payable upon the earlier of (a) receipt of the tax refunds, or
(b) the expiration or earlier termination of the Standstill Period.


                                     - 5 -
<PAGE>


                  4. Borrower's Covenants and Agreements. Borrower covenants and
agrees that:

                  (a) Borrower will repay the Special Advance Availability in
accordance with Section 12(h) of the Loan Agreement and will repay the Tax Loan
in accordance with Section 3(e) hereof;

                  (b) By the later of (i) January 31, 2002, or (ii) the date on
which Borrower makes the first payment under the composition arrangement it has
negotiated with its trade creditors, Borrower will obtain an additional $1.5
million from its existing shareholders or from new investors in the form of
subordinated loans (in which event each subordinated debtholder shall execute a
Subordination Agreement in favor of Lender in form and substance acceptable to
Lender in Lender's sole and absolute discretion) or in the form of additional
paid-in-capital;

                  (c) Borrower will deliver to Lender the titles for all of its
vehicles and other titled inventory and equipment by January 31, 2002 (as of
April 30, 2001, Borrower's titled inventory and equipment included those items
identified on Exhibit A attached hereto);

                  (d) Borrower will use its best efforts to obtain and accept a
letter of intent from a qualified purchaser of its Motorcoach division by March
31, 2002;

                  (e) By Wednesday of each week during the Standstill Period,
the Debtor will deliver to Lender a Borrowing Base Certificate, which certifies
the applicable information as of the immediately preceding Friday, and deliver
acceptable supporting documentation thereto, reporting the value of the Debtor's
inventory as of the end of the immediately preceding Friday in accordance with
subsection (n) of Section 12 of the Loan Agreement;

                  (f) except for the Existing Defaults which are acknowledged
herein and preserved hereby, Borrower will continue to perform in accordance
with all of the terms, provisions, conditions, covenants, agreements,
representations and warranties contained in the Loan Documents as amended
hereby, and Borrower hereby expressly ratifies and confirms the same;

                  (g) the occurrence of an event of default under the Loan
Agreement, as amended hereby, other than the Existing Defaults will constitute a
default under this Agreement and will terminate the Standstill Period as
provided in Section 4 hereof;

                  (h) Borrower will pay or reimburse Lender for all costs and
expenses incurred by Lender in connection with the preparation, negotiation, and
execution of this Agreement, including, without limitation, reasonable
attorneys' fees and expenses;


                                     - 6 -
<PAGE>


                  (i) Borrower will permit Lender and Lender's representatives
to visit and inspect any properties, corporate books and financial records of
Borrower, to audit the accounts receivable and inventory of Borrower and to
discuss the affairs, finances and accounts of Borrower with any of Borrower's
employees, all at such reasonable times and as often as Lender may reasonably
request;

                  (j) Borrower will continue to provide to Lender all financial
statements, reports and documents as required under the Loan Documents;

                  (k) upon the expiration or earlier termination of the
Standstill Period, all of the Indebtedness will be immediately due and payable
without notice to Borrower or any other person or entity, and Lender will be
entitled to immediately exercise any or all rights and remedies available to
Lender under the Loan Documents as amended hereby at law or in equity; and

                  (l) Borrower will notify Lender in writing of any Event of
Default known to Borrower or any other event causing the Standstill Period to
terminate, each such notice to be delivered to Lender within twenty-four (24)
hours of Borrower, or any of its employees, officers, agents or affiliates,
having received knowledge or notice thereof.

                  5. Term of Standstill Period and Termination Thereof.

                  (a) The Standstill Period shall commence upon the execution of
this Agreement and shall expire, unless earlier terminated pursuant to the
provisions hereof, at 5:00 p.m. (St. Louis time) on April 30, 2002.

                  (b) Notwithstanding the foregoing, the Standstill Period shall
immediately terminate upon the occurrence of any of the following events of
termination:

                           (i) the filing against Borrower of an involuntary
                  petition for relief under Title 11 of the United States Code,
                  as now constituted or hereafter amended, or any other
                  applicable, federal, state or foreign bankruptcy law or other
                  similar law, or for the appointment of a receiver, liquidator,
                  assignee, trustee, custodian, sequestrator, conservator or
                  other similar official of Borrower, or of any substantial part
                  of the property of Borrower, or a petition requesting the
                  winding up of or liquidation of the affairs of Borrower;

                           (ii) the filing by Borrower of a petition or answer
                  or consent seeking relief under Title 11 of the United States
                  Code, as now constituted or hereafter amended, or any other
                  applicable federal, state or foreign bankruptcy law or other
                  similar law, or the consent by Borrower to the institution of
                  proceedings thereunder or to the filing of any such petition
                  or the appointment of or taking possession by a receiver,
                  liquidator, assignee, trustee, custodian, sequestrator,
                  conservator or other similar official of Borrower, or of any
                  substantial portion of the property of Borrower;


                                     - 7 -
<PAGE>


                           (iii) the breach or violation by Borrower of any
                  term, provision, covenant or agreement contained in this
                  Agreement or any term, provision, covenant or agreement
                  contained in any of the Loan Documents as amended hereby;

                           (iv) the failure of Borrower to repay the Special
                  Advance Availability pursuant to Section 12(h) of the Loan
                  Agreement or the Tax Loan in accordance with 3(e) of this
                  Agreement;

                           (v) the failure of Borrower to achieve minimum
                  pre-tax earnings of at least (A) $450,000.00 for the one (1)
                  month period ending January 31, 2002, (B) $715,000.00 for the
                  two (2) month period ending February 28, 2002, and (C)
                  $1,200,000.00 for the three (3) month period ending March 31,
                  2002;

                           (vi) the failure of Borrower to successfully raise
                  $1.5 million in the form of subordinated indebtedness or
                  additional paid-in-capital by the later of (A) January 31,
                  2002, or (B) the date on which Borrower makes the first
                  payment under the composition arrangement that it has
                  negotiated with its trade creditors;

                           (vii) the failure of Borrower to obtain and accept a
                  letter of intent from a qualified purchaser for Borrower's
                  Motorcoach Division by March 31, 2002; or

                           (viii) the payment and performance by Borrower of all
                  of the Indebtedness owed to Lender, including all interest
                  accrued thereon and all costs and expenses of Lender including
                  the fees, costs and expenses of Lender's counsel as provided
                  herein or in the Loan Documents.

                  (c) No provision contained in this Agreement or in any other
agreement, document or instrument shall extend, or be deemed, construed or
interpreted to extend, the Standstill Period beyond 5:00 p.m. (St. Louis time)
on April 30, 2002, and the Standstill Period (if not earlier terminated) shall
automatically terminate without notice to Borrower or any other person or entity
at 5:00 p.m. (St. Louis time) on April 30, 2002, and subsequent to said date and
time the Indebtedness may be satisfied only by payment thereof in full to Lender
in strict accord with the terms of the Loan Documents as amended hereby.

                  6. Default Interest. During the Standstill Period, the
principal portion of the Indebtedness shall bear interest at the "default rate"
of two percent (2%) over and above the Prime Rate.

                  7. Release. In consideration for Lender's forbearance against
Borrower as set forth in this Agreement, and in order to induce Lender to enter
into this Agreement, Borrower, for itself and its shareholders, directors,
officers, employees, agents, successors and assigns, hereby unconditionally
releases Lender and Lender's shareholders, directors, officers, employees,
agents, successors and assigns (collectively, the "Released Parties") of and
from any and all liabilities, claims, demands, suits and/or causes of action, if
any, whether known or unknown, for any action taken by any of the Released
Parties or for any failure by any of the Released Parties to take any action at
any time prior to the execution of this Agreement.


                                     - 8 -
<PAGE>


                  8. Representations and Warranties of Borrower. Borrower hereby
represents and warrants to Lender as follows:

                  (a) the concepts embodied in this Agreement have been
independently negotiated by and between Borrower and Lender, Borrower has at all
times been represented by counsel of its own choosing and this Agreement is
satisfactory to Borrower; and

                  (b) Borrower has the right, power and authority to enter into
and perform its obligations under this Agreement, all actions required in
connection with the authorization, execution, delivery and performance of this
Agreement by Borrower has been duly taken and, when executed and delivered by
Borrower, this Agreement will constitute the legal, valid and binding obligation
of Borrower, enforceable against Borrower in accordance with its terms.

                  9. Conditions Precedent. Notwithstanding any provision
contained in this Agreement to the contrary, this Agreement shall not be
effective unless and until Lender shall have received:

                  (a) this Agreement, duly executed by Borrower;

                  (b) a copy of resolutions of Borrower, duly adopted, which
authorize the execution, delivery and performance of this Agreement and any
other documents contemplated hereby; and

                  (c) the written consent of its Participant, LaSalle National
Bank, to the terms and conditions of this Amendment.

                  (d) a written commitment from a qualified investor or lender
to invest in or lend to the Borrower $1.5 million in the form of subordinated
indebtedness or additional paid-in-capital.

                  10. Miscellaneous.

                  (a) Except as to the extent specifically amended by this
Agreement, the Loan Documents shall continue in full force and effect and the
same are hereby modified, ratified and confirmed. Where the terms and conditions
of this Agreement conflict with or vary from the terms and conditions of the
Loan Documents, the terms and conditions of this Agreement shall control.

                  (b) Any payments received by Lender on or in respect of the
Indebtedness shall be applied by Lender to the Indebtedness in such order and
manner as required or permitted by the Loan Documents.

                  (c) This Agreement may not be modified in any manner except by
written agreement signed by Borrower and Lender.


                                     - 9 -
<PAGE>


                  (d) No course of dealing heretofore or hereafter between
Borrower and Lender or any failure or delay on the part of Lender in exercising
any of its rights or remedies under this Agreement or existing at law or in
equity shall operate as a waiver of any right or remedy of Lender with respect
to any obligations owed to it, and no single or partial exercise of any right or
remedy hereunder shall operate as a waiver or a preclusion to the exercise of
any other rights or remedies Lender may have under any other agreement, document
or instrument.

                  (e) Notwithstanding any provision contained in this Agreement
to the contrary, no provision contained in this Agreement shall be construed as
a limitation on or restriction against (i) the enforcement by Lender of any of
its rights or remedies in any proceeding described in Sections 4(b)(i) or
4(b)(ii) of this Agreement, or (ii) Lender's enforcement of any of its rights or
remedies in any proceeding initiated Borrower or any third party (even if during
the Standstill Period) or in any proceeding whatsoever if the Standstill Period
has expired or been terminated.

                  (f) Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by, or invalid
under, applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

                  (g) Any notice, request, demand, consent, confirmation or
other communication hereunder shall be in writing and delivered in person or
sent by telecopy or registered or certified mail, return receipt requested and
postage prepaid, to the applicable party at its address or telecopy number set
forth on the signature pages hereof, or at such other address or telecopy number
as any party hereto may designate as its address for communications hereunder by
notice so given. Such notices shall be deemed effective on the day on which
delivered or sent if delivered in person or sent by telecopy, or on the third
(3rd) business day after the day on which mailed, if sent by registered or
certified mail.

                  (h) This Agreement shall be binding upon and inure to the
benefit of Borrower and Lender and their respective successors and assigns.

                  (i) Time is strictly of the essence as regards this Agreement
and every provision of this Agreement.

                  (j) This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Missouri (without reference
to conflict of law principles).

                  (k) ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND
CREDIT OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO
EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER AND LENDER
FROM ANY MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY BORROWER
AND LENDER COVERING SUCH MATTERS ARE CONTAINED IN THIS AGREEMENT AND THE LOAN
DOCUMENTS, WHICH DOCUMENTS CONSTITUTE A COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENTS AMONG BORROWER AND LENDER, EXCEPT AS BORROWER AND LENDER MAY LATER
AGREE IN WRITING TO MODIFY THEM.


                                     - 10 -
<PAGE>


         IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement
effective as of the 31st day of January, 2002.

                                        FEATHERLITE, INC.

                                        /s/ Tracy J. Clement

                                        By: Tracy J. Clement
                                        Title: Executive Vice President
                                        Address:
                                        Highways 9 & 63
                                        Cresco, Iowa 52136

                                        Attention:
                                                   --------------------

                                        Telecopy No.: 563-547-6099

                                        U.S. BANK NATIONAL ASSOCIATION

                                        /s/ Robin Van Meter

                                        By: Robin Van Meter
                                        Title: Assistant Vice President

                                        Address:

                                        One Firstar Plaza
                                        St. Louis, Missouri 63124-2096
                                        Attention: Robin L. Van Meter

                                        Telecopy No.: (314) 418-8555


                                     - 11 -
<PAGE>


                             CONSENT OF PARTICIPANT

                  The undersigned, in its capacity as the "Participant" under
that certain Loan Participation Agreement dated as of October 8, 1998, by and
between the undersigned and U.S. Bank National Association, formerly known as
Firstar Bank Milwaukee, N.A. ("Lender") relating to Featherlite, Inc., a
Minnesota corporation ("Borrower"), as amended by that certain letter agreement
dated January 5, 2000 and that certain letter agreement dated March 31, 2001 (as
so amended, the "Participation Agreement"; all capitalized terms used and not
otherwise defined in this Consent of Participant shall have the respective
meanings ascribed to them in the Participation Agreement), hereby (a) consents
to the terms, provisions and conditions contained in that certain Standstill
Agreement dated as of January 31, 2002 (the "Standstill Agreement"), (b)
acknowledges and agrees that all references in the Participation Agreement to
the "Revolving Loan Agreement" and any other references of similar import shall
henceforth mean the Revolving Loan and Security Agreement dated as of September
24, 1998, as thereafter amended by that certain letter agreement dated February
8, 1999, that certain letter agreement dated January 5, 2000, that certain Third
Amendment to Revolving Loan and Security Agreement dated as of March 31, 2001,
that certain Fourth Amendment to Revolving Loan and Security Agreement dated as
of May 31, 2001 and that certain letter of default dated as of September 20,
2001, and by the Standstill Agreement, as the same may from time to time be
amended, modified, extended, renewed or restated, and (c) acknowledges and
agrees that the Participation Agreement is in full force and effect on the date
hereof and the same is hereby ratified and confirmed.

                  Executed as of the 31st day of January, 2002.


                                        LASALLE NATIONAL BANK

                                        /s/ Steven Buford

                                        By: Steven Buford
                                        Title: Vice President