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January 26, 2000


Track 'N Trail
Daniel J. Nahmens
4961-a Windplay Drive
El Dorado Hills CA 95762

                 "RE First Amendment ("Amendment") to the Loan Agreement dated
                 October 4, 1999 (all prior Amendments, this Amendment, and the
                 Loan Agreement together called the "Agreement").

Dear Daniel J. Nahmens:

In reference to the Agreement defined above between Union Bank of California,
N.A. ("Bank") and Track 'N Trail ("Borrower"), the Bank and Borrower desire to
amend the Agreement. Capitalized terms used herein which are not otherwise
defined shall have the meaning given them in the Agreement.

           AMENDMENT TO AGREEMENT

(a) SECTION 4.6 CURRENT RATIO, of the Agreement is hereby amended by
substituting the ration "1.0 to 1.0" for the ratio "1.25 to 1.0"

(b) SECTION 4.7 CASH FLOW, of the Agreement is hereby deleted in its entirety
and replaced to read as follows: "Borrower will maintain a cumulative cash flow
of greater than or equal to a negative One Million Three Hundred Thousand
Dollars (-$1,300,000.00) for the first quarter ending March 31, 2000 based on
Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITA).
Borrower will maintain a cumulative cash flow greater than or equal to Forty
Thousand Dollars ($40,000.00) for the second quarter ending June 30, 2000 based
on Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITA).
Borrower will maintain a cumulative cash flow greater than or equal to One
Million Three Hundred Thousand Dollars ($1,300,000.00) for the third quarter
ending September 30, 2000 and thereafter based on Earnings Before Interest,
Taxes, Depreciation, and Amortization (EBITA).

(c) SECTION 4.8 TANGIBLE NET WORTH, of the Agreement is hereby amended by
substituting the amount "Fifteen Million Five Hundred Thousand Dollars
($15,5000.00)" for the amount "Twenty Two Million Dollars" ($22,000,000.00).


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Page 2
Track 'N Trail
First Amendment

           WAIVER

(a) Bank hereby waives Borrower's Breach of SECTION 4.6 CURRENT RATION of the
    Agreement occurring prior to December 31, 1999. Any further breach of the
    Section in not waived.

(b) Bank hereby waives Borrower's Breach of SECTION 4.8 TANGIBLE NET WORTH, of
    the Agreement occurring prior to December 31, 1999.

(c) Bank hereby waives Borrower's Breach of SECTION 4.7 CASH FLOW, of the
    Agreement occurring prior to December 31, 1999.

Except as specifically amended hereby, the Agreement shall remain in full force
and effect and is hereby ratified and confirmed. This amendment shall not be a
waiver of any existing or future default or breach of condition to covenant
unless specified herein.

This Waiver and Amendment shall become effective January 1, 2000 and when the
Bank shall have received the acknowledgement copy of the Amendment executed by
the Borrower.

Very truly yours,

/s/ Randy Lambert

Union Bank of California, N.A.
Randy Lambert
Vice President


Agreed to and Accepted
Track 'N Trail

By: /s/ David L. Suechting                      By: /s/ Daniel J. Nahmens
   ---------------------------                     ----------------------------
David L. Suechting, Jr. COB                     Daniel J. Nahmens, CFO

Overland Management Corporation

By: /s/ David L. Suechting                      By: /s/ Daniel J. Nahmens
   ---------------------------                     ----------------------------
David L. Suechting, Jr. COB                     Daniel J. Nahmens, CFO

Nevin's Eagles Nest, Inc.

By: /s/ David L. Suechting                      By: /s/ Daniel J. Nahmens
   ---------------------------                     ----------------------------
David L. Suechting, Jr. COB                     Daniel J. Nahmens, CFO