<PAGE>

                                  LOAN AGREEMENT 

THIS AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is made and entered 
into as of October 16, 1997, by and between TRACK 'N TRAIL, a California 
corporation, and OVERLAND MANAGEMENT CORPORATION, a Massachusetts corporation 
(each of the foregoing, in their respective joint and several capacities 
hereunder, hereafter referred to individually as "Borrower" and collectively 
as "Borrowers") and UNION BANK OF CALIFORNIA, N.A. ("Bank"). This Agreement 
amends and restates in its entirety that certain loan agreement dated October 
22, 1996, 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 Ten Million Dollars ($10,000,000) 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 9, 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, where noted shall be deemed to 
reflect the amount of the Revolving Loan outstanding. Omission of Bank to 
make any such entries shall not discharge Borrowers of their 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 either Borrower to provide the other 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 of documentary 
letter of credit documentation. No L/C shall expire more than ninety (90) 
days after October 9, 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) thereof 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: 

                "Loan" shall mean, collectively, all the credit facilities
                described above. 
                "Note" shall mean, collectively, all the promissory notes
                described above. 


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<PAGE>

                "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 Borrowers' obligations to
Bank under such facilities shall exceed the sum of fifty percent (50%) of
Borrowers' 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 Borrowers' inventory of finished goods consisting of Borrowers' main
line(s) of business products, which is (a) owned by a Borrower, free and clear
of all liens or encumbrances except those in favor of Bank, (b) held for sale or
lease by a Borrower and normally and currently salable in the ordinary course of
such 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 the 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 prepayment
shall be subject to the prepayment fee provided for therein. 

          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 Bank's
existing schedule of fees as amended from time to time. 

          1.7   LOAN COMMITMENT FEE. Beginning October 9, 1998, and each year
thereafter, Borrower shall pay an annual, non-refundable commitment fee of
Thirty Seven Thousand Five Hundred Dollars ($37,500). 

          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
proceeds of the Loan as provided in Bank's standard form Authorization executed
by Borrower. 

          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 Borrowers' 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. 


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<PAGE>

          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 by it 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.

          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   INITIAL PUBLIC OFFERING. Holding Company will raise a minimum
of Twenty Two Million Dollar ($22,000,000) from the proceeds of its Initial
Public Offering ("IPO"), net of customary expenses and underwriting costs. 

          2.7   TERM DEBT. Borrowers will repay in full a) to Bank that certain
term loan having a maturity date of March 31, 1998 and a principal balance
outstanding as of the date of this Agreement of Two Million Two Hundred Fifty
Thousand Dollars ($2,250,000); b) to Seacoast the subordinated notes totaling
Three Million Five Hundred Thousand Dollars ($3,500,000); maturing June 30,
1998; c) to various sellers the subordinated notes totaling Three Million One
Hundred Fifty Six Thousand Five Hundred and Forty Eight Dollars ($3,156,548),
maturing on June 30, 1998; and d) to Merrill Lynch all term notes outstanding. 

          2.8   FEES. Borrower will pay to Bank non-refundable loan fees in the
amount of Sixteen Thousand Five Hundred Dollars ($16,500). 

SECTION 3. REPRESENTATIONS AND WARRANTIES

     Borrowers represent and warrant that

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


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<PAGE>

          3.2   AFFILIATES AND SUBSIDIARIES.  Borrowers' affiliates and
subsidiaries (those entities in which either Borrower has either a controlling
interest or at least a 25% ownership interest) and their addresses, and the
names of each 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 either Borrower is a party of
by which IT or any of its property is bound or affected. 

          3.4   FINANCIAL STATEMENTS. The financial statements of Borrower,
including both a balance sheet at December 28, 1996, together with supporting
schedules, and an income statement for the twelve (12) months ended December 28,
1996, have heretofore been furnished to Bank, and are true and complete and
fairly represent the financial condition of Borrower during the period covered
thereby. Since December 28, 1996, there has been no material adverse change in
the financial condition or operations of Borrower.

          3.5   TITLE. Except for assets which May have been disposed of in the
ordinary course of business, Borrowers have good and marketable title to all of
the property reflected in their financial statements delivered to Bank and to
all property as to which title was 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 Borrowers or any of their property which is reasonably likely
to affect the financial condition, property or business of Borrowers in a
materially adverse manner or result in liability in excess of Borrowers'
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.  Neither Borrower is in violation with
respect to any applicable laws, rules, ordinances or regulations which
materially affect the operations or financial condition of such Borrower .

          3.13  ERISA.  Any defined benefit pension plans as defined in the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of
Borrowers 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. 


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<PAGE>

          3.14  REGULATION U.  No action has been taken or is currently planned
by either Borrower, 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. Neither Borrower is 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
Borrowers shall have the right in good faith to obtain extensions on and 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 Borrowers. 

          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 all such audits shall be paid by Borrowers. 

          4.5   INFORMATION FURNISHED. Borrowers will furnish to Bank all of
the following, to be prepared and presented on a consolidating basis: 

                (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 their
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 Borrowers 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; 


                                       5
<PAGE>

                (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 laps 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 Borrowers' certified public accountants; 

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

                4.6  CURRENT RATIO.  Borrowers 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  TANGIBLE NET WORTH. Borrowers will maintain at all times
Tangible Net Worth of not less than Twenty Two Million Dollars ($22,000,000).
"Tangible Net Worth" shall mean net worth increased by Borrowers indebtedness
subordinated to Bank in form and substance satisfatory to Bank, and decreased by
patents, licenses, trademarks, trade names, goodwill and other similar
intangible assets, organizational expenses, and monies due from affiliates
(including officers, shareholders and directors). 

                4.8  DEBT TO TANGIBLE NET WORTH. Borrowers will at all times
maintain a ratio of total liabilities to Tangible Net Worth of not greater than
2.0: 1.0. 

                4.9  PROFITABILITY.  Borrowers will maintain a net profit,
after provision for income taxes, of any positive amount for any consecutive
twelve month period, as reported at the end of each fiscal quarter and each
fiscal year end. 

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

                4.11   INSURANCE. Each Borrower will keep all of its insurable
property, real, personal or mixed, insured by good and responsible companies
against fire and such other risks as are customarily insured


                                       6
<PAGE>

against by companies conducting similar business with respect to like 
properties. Each Borrower will maintain adequate worker's compensation 
insurance and adequate insurance against liability for damages to persons and 
property. 

                4.12   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 reasonably request from 
time to time. 

                4.13   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. 

                4.14   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. 

                4.15   REPORTS UNDER PENSION PLANS.  Each Borrower will furnish
to Bank, as soon as possible and in any event within 15 days after such Borrower
knows or has reason to know that any event or condition with respect to any
defined benefit pension plans of such Borrower described in Section 3.13 above
has occurred, a statement of an authorized officer of such Borrower describing
such event or condition and the action, if any, which such 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. Neither Borrower will 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
such Borrower's personal property and future purchase money security interests
encumbering only the personal property purchased. All such permitted personal
property liens shall not exceed, in the aggregate, One Million Dollars
($1,000,000.00) at any time. 

                5.2  BORROWINGS. Other than as maybe allowed under Section
5.1 above, neither Borrower will 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. Neither Borrower
will borrow any money, become contingently liable to borrow money, or enter any
agreement to directly or indirectly obtain borrowed money. 

                5.3  SALE OF ASSETS, LIQUIDATION OR MERGER.  If any any event
of default shall exist, neither Borrower will liquidate or dissolve or enter
into any consolidation, merger, partnership or other 


                                       7
<PAGE>

combination, or convey, or sell, or lease all or the greater part of its 
assets or business, or purchase or lease all or the greater part of the 
assets or business of another. 

                5.4  LOANS, ADVANCES AND GUARANTIES.  Neither Borrower will,
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. Neither Borrower will purchase the debt or
equity of another person or entity except for savings accounts and certificates
of deposit, 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 years 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.  Neither Borrower will acquire or
retire any share of its capital stock for value. 

                5.8  PARENT AND SUBSIDIARY PROPERTY. Neither Borrower will
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. 

                5.10  CAPITAL EXPENDITURES.  Borrower will not in the
aggregate make capital expenditures in excess of Five Million Dollars
($5,000,000) during its fiscal year ending December 27, 1997; Borrower will not
in the aggregate make capital expenditures in excess of Eight Million Dollars
($8,000,000) during the fiscal year ending December 26, 1998; Borrower will not
in the aggregate make capital expenditures in excess of Ten  Million Dollars
($10,000,000) during the fiscal year ending December 25, 1999; provided that all
such expenditures shall only by permitted if necessary for a Borrower in the
conduct of its 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  Either 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  Either 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 


                                       8
<PAGE>

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

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 set
off 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 of 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. Borrower 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 part 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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<PAGE>

     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.          Address:
                                        Union Bank of California, N.A.
                                        P.O. Box 7230 
By: /s/ PATRICIA LEE                    San Francisco, CA 94120-7230 
    ---------------------------         Attention Patricia Lee
     Patricia Lee                       Telecopier: (415) 705-7111
     Vice President                     Telephone: (415) 705-7385 

TRACK 'N TRAIL                          Address: 
                                        Track 'N Trail
                                        Overland Management Corporation
By: /s/ DAVID L. SUECHTING, JR.         4961A Windplay
    ----------------------------        El Dorado Hills, CA 95762
     David L. Suechting, Jr.            Attention: Daniel J. Nahmens
     Chairman of the Board              Telecopier: (916) 933-4521
                                        Telephone: (916) 933-4525

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


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


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