FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment")is entered into as of February 1, 2001, by
and among TRACK 'N TRAIL, a California corporation ("TNT"), and OVERLAND MANAGEMENT CORPORATION, a Massachusetts corporation
("OMC") (TNT and OMC are sometimes collectively referred to herein as the "Borrowers" and individually
as a "Borrower"); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (in its individual capacity,
"GE Capital"), for itself, as a Lender, and as Agent for Lenders (in such capacity, "Agent"), and the other Lenders signatory hereto from time to time
(collectively, the "Lenders"),with reference to the following facts:

RECITALS

A.Pursuant to the Credit Agreement dated as of March 30, 2000, by and among Borrowers and Lenders, (the "Credit
Agreement"), Lenders agreed to make certain financial accommodations to or for the benefit of Borrowers upon the terms and conditions contained therein.

B.Borrowers have breached certain financial covenants contained within the Credit
Agreement.Borrowers have requested that Lenders (i) waive such certain Defaults and Events of Default, (ii) agree to certain amendments of
certain financial covenants under the Credit Agreement, (iii) permit Borrowers to incur at least $250,000 and at most $500,000 in Subordinated Debt for an additional loan to Borrowers to be
made by Barbara Suechting ("Subordinated Lender"), and (iv) provide temporary overadvances to Borrowers for a period of 60 days. Lenders have agreed to provide such waiver, to make such
amendments, to permit such Subordinated Debt, and to provide such temporary overadvances, in each case subject to the terms and conditions set forth in this Amendment.

NOW,
THEREFORE, in consideration of the promises and mutual agreements under the Credit Agreement and the other Loan Documents, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.Definitions.Unless otherwise defined in this Amendment, capitalized terms used herein have the
meanings given to them in the Credit Agreement. Unless otherwise stated, references herein to sections, annexes, exhibits, or schedules shall refer to sections, annexes, exhibits, or schedules of the
Credit Agreement.

2.Additional Definitions.As used herein, the following terms shall have the respective meanings given
to them below, and the Credit Agreement is hereby amended to include, in addition and not in limitation, each of the following definitions:

"Existing
Defaults" shall mean the Events of Default that have occurred and are continuing through the date hereof and that are particularly identified on Exhibit Ahereto.

"First
Amendment" shall mean this First Amendment to Credit Agreement.

"First
Amendment Closing Date" shall have the meaning set forth in paragraph 11 below.

"Temporary
Overadvances" shall have the meaning set forth in paragraph 9 below.

3.Acknowledgment of Obligations.Borrowers hereby acknowledge, confirm and agree that as of the close
of business on January 31, 2001, Borrowers were indebted to Lenders in respect of the Revolving Credit Loan in the approximate principal amount of $10,953,851.24. The Revolving Credit Loan,
together with interest accrued and accruing thereon, and fees, costs, expenses and other charges now or hereafter payable by Borrowers to Lenders, are unconditionally owing by Borrowers to Lenders,
without offset, defense or counterclaim of any kind, nature or description whatsoever.

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4.Acknowledgment of Security Interests.Borrowers hereby acknowledge, confirm and agree that Lenders
have and shall continue to have valid, enforceable and perfected first-priority liens upon and security
interests in the Collateral heretofore granted to Lenders pursuant to the Loan Documents or otherwise granted to or held by Lenders.

5.Binding Effect of Documents.Each of the Borrowers hereby acknowledges, confirms and agrees that:
(a) each of the Loan Documents to which it is a party has been duly executed and delivered to Lender by such Borrower, and each is in full force and effect as of the date hereof, (b) the
agreements and obligations of such Borrower contained in such documents and in this First Amendment constitute the legal, valid and binding Obligations of such Borrower, enforceable against it in
accordance with their respective terms, and such Borrower has no valid defense to the enforcement of such Obligations, and (c) Lenders are and shall be entitled to the rights, remedies and
benefits provided for in the Loan Documents and applicable law.

6.Incorporation of Credit Agreement and Other Loan Documents.Except as expressly modified under this
Amendment, all of the terms and conditions set forth in the Credit Agreement and the other Loan Documents remain in full force and effect, and the obligations of Borrower under the Credit Agreement
and the other Loan Documents are hereby acknowledged, confirmed and ratified by Borrower.

7.Waiver of Existing Defaults.Effective upon the First Amendment Closing Date, Lenders hereby waive
(i) each of the Existing Defaults, and (ii) the ability to assert any rights or remedies against Borrowers based on or arising under the Existing Defaults. Lenders confirm that, as of
the date of this First Amendment, they have not identified, and have not received notice from Borrower of, any current Defaults or Events of Default other than the Existing Defaults. The waiver
contained in this paragraph is effective only in the specific instance and for the specific purpose set forth above, and is subject to the further limitations set forth in paragraph 14.5 of
this Amendment.

8.Subordinated Debt.Subject to the execution and delivery by Subordinated Lender of a subordination
agreement in favor of and in form and content acceptable to Lenders, Lenders hereby consent to the incurrence by Borrowers of Subordinated Debt of not less than $250,000 and not more than $500,000
upon the receipt by Borrower from Subordinated Lender of a cash advance in an amount equal to such Subordinated Debt. Borrowers shall use reasonable commercial efforts to obtain such cash advance on
or before March 15, 2001 (the date Borrowers receive such cash advance being referred to as the "Subordinated Debt Funding Date"). If Borrowers
fail to obtain such cash advance of not less than $250,000 on or before March15, 2001, such failure shall constitute an Event of Default.

9.Temporary Overadvances.Pursuant to, and subject to the terms and conditions of, Section 1.1(a)(iii), Agent shall make available to
Borrowers, during the period from the Subordinated Debt Funding Date through the 60th day
after the Subordinated Debt Funding Date, Overadvances of up to $500,000 (the "Temporary Overadvances"). Notwithstanding the provisions of Sections 1.1(a)(iii) and
1.5(a), the Applicable Revolver Index Margin on all Temporary Overadvances shall be 3.5% per annum, and the Applicable
Revolver LIBOR Margin shall be 6.0% per annum. From and after the 60th day after the Subordinated Debt Funding Date, Borrower shall have no further right to request or receive any Temporary
Overadvances. If Borrower fails to maintain the Temporary Overadvances within the respective limits set forth above, or to repay the Temporary Overadvances in full on or before the close
of business on the 60th day after the Subordinated Debt Funding Date, such failure will constitute an Event of Default.

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10.Amendments to Credit Agreement.





Fiscal Month Ending

Fixed Charge Coverage RatioJanuary 2001

.90 : 1.0February 2001

.90 : 1.0March 2001

.90 : 1.0April 2001

.90 : 1.0May 2001

.90 : 1.0June 2001

.90 : 1.0July 2001

.90 : 1.0August 2001

.90 : 1.0September 2001

1.0 : 1.0October 2001

1.0 : 1.0November 2001

1.0 : 1.0December 2001

1.1 : 1.0




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Fiscal Month Ending

EBITDAJanuary 2001

$
2,270,000February 2001

$
2,380,000March 2001

$
1,980,000April 2001

$
2,140,000May 2001

$
2,220,000June 2001

$
2,400,000July 2001

$
2,310,000August 2001

$
2,690,000September 2001

$
3,090,000October 2001

$
3,650,000November 2001

$
3,880,000December 2001

$
4,000,000




11.Conditions of Effectiveness (First Amendment).This Amendment shall not become effective
until:



12.Representations and Warranties.Each Borrower hereby represents and warrants that the
representations and warranties contained in the Credit Agreement were true and correct in all material respects when made and, except to the extent (a) that a particular representation or
warranty by its terms expressly applies only to an earlier date, or (b) Borrower has previously advised Lender in writing as contemplated under the Credit Agreement, are true and correct in all
material respects as of the date hereof. Except to the extent expressly modified above, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof on the
date hereof.

13.Reference to and Effect on Credit Agreement and Related Documents.



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14.Miscellaneous.



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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.

| |  | "Borrowers"                                                                
| |  | ---------------------------------------------------------------------------
| |  | TRACK 'N TRAIL, a California corporation, as a Borrower                    
| |  | By:                                                                        
| |  | OVERLAND MANAGEMENT CORPORATION, a Massachusetts corporation, as a Borrower
| |  | By:                                                                        
| |  | GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and a Lender                
| |  | By:                                                                        

The
undersigned, in their capacities as Credit Parties and as Guarantors of the Obligations, hereby acknowledge and approve the Amendment set forth above, and reaffirm their
obligations as Guarantors, without offset or defense of any kind.

| |  | TRACK 'N TRAIL, a Delaware corporation, as a Credit Party and Guarantor           
| |  | ----------------------------------------------------------------------------------
| |  | By:                                                                               
| |  | NEVIN'S EAGLES NEST, INC., a Colorado corporation, as a Credit Party and Guarantor
| |  | By:                                                                               

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EXHIBIT A

Existing Defaults



Period

EBITDADecember 26, 1999October 28, 2000

$
1,170,000December 26, 2000November 25, 2000

$
1,080,000December 26, 1999December 25, 2000

$
3,870,000


For
each such period, Borrowers have failed to maintain the required minimum EBITDA. Each and every such failure constitutes a separate Event of Default pursuant to Section 8.1(b)of the Loan
Agreement.

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