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                                CONTINUING GUARANTY
                                          
1.   OBLIGATIONS GUARANTIED. For consideration, the adequacy and sufficiency of
which is acknowledged, the undersigned ("Guarantor") unconditionally guaranties
and promises (a) to pay to UNION BANK OF CALIFORNIA, N.A. ("Bank") on demand, in
lawful United States money, all Obligations to Bank of TRACK 'N TRAIL jt/w
OVERLAND MANAGEMENT CORPORATION ("Borrower") and (b) to perform all undertakings
of Borrower in connection with the Obligations. "Obligations" is used in its
most comprehensive sense and includes any and all debts, liabilities, rental
obligations, and other obligations and liabilities of every kind of Borrower to
Bank, whether made, incurred or created previously, concurrently or in the
future, whether voluntary or involuntary and however arising, whether incurred
directly or acquired by Bank by assignment or succession, whether due or not
due, absolute or contingent, liquidated or unliquidated, legal or equitable,
whether Borrower is liable individually or jointly or with others, whether
incurred before, during or after any bankruptcy, reorganization, insolvency,
receivership or similar proceeding ("Insolvency Proceeding"), and whether
recovery thereof is or becomes barred by a statute of limitations or is or
becomes otherwise unenforceable, together with all expenses of, for and
incidental to collection, including reasonable attorneys' fees. 

2.   LIMITATION OF GUARANTOR'S LIABILITY. Although this Guaranty covers all
Obligations, Guarantor's liability under this Guaranty for Borrower's
Obligations shall not exceed at any one time the sum of the following (the
"Guarantied Liability Amount"): (a) TEN MILLION AND NO/100 Dollars
($10,000,000.00) for Obligations representing principal and/or rent ("Principal
Amount"), (b) all interest, fees and like charges owing and allocable to the
Principal Amount as determined by Bank, and (c) without allocation in respect of
the Principal Amount, all costs, attorneys' fees, and expenses of Bank relating
to or arising out of the enforcement of the Obligations and all indemnity
liabilities of Guarantor under this Guaranty. The foregoing limitation applies
only to Guarantor's liability under this particular Guaranty. Unless Bank
otherwise agrees in writing, every other guaranty of any Obligations previously,
concurrently, or hereafter given to Bank by Guarantor is independent of this
Guaranty and of every other such guaranty. Without notice to Guarantor, Bank may
permit the Obligations to exceed the Principal Amount and may apply or reapply
any amounts received in respect of the Obligations from any source other than
from Guarantor to that portion of the Obligations not included within the
Guarantied Liability Amount. 

3.   CONTINUING NATURE/REVOCATION/REINSTATEMENT. This Guaranty is in addition to
any other guaranties of the Obligations, is continuing and covers all
Obligations, including those arising under successive transactions which
continue or increase the Obligations from time to time, renew all or part of the
Obligations after they have been satisfied, or create new Obligations.
Revocation by one or more signers of this Guaranty or any other guarantors of
the Obligations shall not (a) affect the obligations under this Guaranty of a
non-revoking Guarantor, (b) apply to Obligations outstanding when Bank receives
written notice of revocation, or to any extensions, renewals, readvances,
modifications, amendments or replacements of such Obligations, or (c ) apply to
Obligations, arising after bank receives such notice of revocation, which are
created pursuant to a commitment existing at the time of the revocation, whether
or not there exists an unsatisfied condition to such commitment or Bank has
another defense to its performance. All of Bank's rights pursuant to this
Guaranty continue with respect to amounts previously paid to Bank on account of
any Obligations which are thereafter restored or returned by Bank, whether in an
Insolvency Proceeding of Borrower or for any other reason, all as though such
amounts had not been paid to Bank; and Guarantor's liability under this Guaranty
(and all its terms and provisions) shall be reinstated and revived,
notwithstanding any surrender or cancellation of this Guaranty. Bank, at its
sole discretion, may determine whether any amount paid to it must be restored or
returned; provided, however, that if Bank elects to contest any claim for return
or restoration, Guarantor agrees to indemnify and hold Bank harmless from and
against all costs and expenses, including reasonable attorneys' fees, expended
or incurred by Bank in connection with such contest. No payment by Guarantor
shall reduce the Guarantied Liability Amount hereunder unless, at or prior to
the time of such payment, Bank receives Guarantor's written notice to that
effect. If any Insolvency Proceeding is 


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commenced by or against Borrower or Guarantor, at Bank's election, 
Guarantor's obligations under this Guaranty shall immediately and without 
notice or demand become due and payable,whether or not then otherwise due and 
payable. 

4.   AUTHORIZATION. Guarantor authorizes Bank, without notice and without
affecting Guarantor's liability under this Guaranty, from time to time, whether
before or after any revocation of this Guaranty, to (a) renew, compromise,
extend, accelerate, release, subordinate, waive, amend and restate, or otherwise
amend or change, the interest rate, time or place for payment or any other terms
of all or any part of the Obligations; (b) accept delinquent or partial payments
on the Obligations; (c ) take or not take security or other credit support for
this Guaranty or for all or any part of the Obligations, and exchange, enforce,
waive, release, subordinate, fail to enforce or perfect, sell, or otherwise
dispose of any such security or credit support; (d) apply proceeds of any such
security or credit support and direct the order or manner of its sale or
enforcement as Bank, at its sole discretion, may determine; and (e) release or
substitute Borrower or any guarantor or other person or entity liable on the
Obligations. 

5.   WAIVERS. To the maximum extent permitted by law, Guarantor waives (a) all
rights to require Bank to proceed against Borrower, or any other guarantor, or
proceed against, enforce or exhaust any security for the Obligations or to
marshall assets or to pursue any other remedy in Bank's power whatsoever; (b)
all defenses arising by reason of any disability or other defense of Borrower,
the cessation for any reason of the liability of Borrower, any defense that any
other indemnity, guaranty or security was to be obtained, any claim that Bank
has made Guarantor's obligations more burdensome or more burdensome than
Borrower's obligations, and the use of any proceeds of the Obligations other
than as intended or understood by Bank or Guarantor; (c) all presentments,
demands for performace, notices of nonperformance, protests, notices of protest,
notices of dishonor, notices of acceptance of this Guaranty and of the existence
or creation of new or additional Obligations, and all other notices or demands
to which Guarantor might otherwise be entitled; (d) all conditions precedent to
the effectiveness of this Guaranty; (e) all rights to file a claim in connection
with the Obligations in an Insolvency Proceeding filed by or against Borrower;
(f) all rights to require Bank to enforce any of its remedies; and (g) until the
Obligations are satisfied or fully paid with such payment not subject to return:
(i) all rights of subrogation, contribution, indemnification or reimbursement,
(ii) all rights of recourse to any assets or property of Borrower, or to any
collateral or credit support for the Obligations, (iii) all rights to
participate in or benefit from any security or credit support Bank may have or
acquire and (iv) all rights, remedies and defenses Guarantor may have or acquire
against Borrower. Guarantor understands that if Bank forecloses by trustee's
sale on a deed of trust securing any of the Obligations, Guarantor would then
have a defense preventing Bank from thereafter enforcing Guarantor's liability
for the unpaid balance of the secured Obligations. This defense arises because
the trustee's sale would eliminate Guarantor's right of subrogation, and
therefore Guarantor would be unable to obtain reimbursement from Borrower.
Guarantor  specifically waives this defense and all rights and defenses that
Guarantor may have because the Obligations are secured by real property. This
means, among other things: (1) Bank may collect from Guarantor without first
foreclosing on any real or personal property collateral pledged by Borrower, and
(2) if Bank forecloses on any real property collateral pledged by Borrower: (a)
the amount of the Obligations may be reduced only by the price for which the
collateral is sold at the foreclosure sale, even if the collateral is worth more
than the sale price; and (B) Bank may collect from Guarantor even if Bank, by
foreclosing on the real property collateral, has destroyed any right Guarantor
may have to collect from Borrower. This is an unconditional and irrevocable
waiver of any rights and defenses Guarantor may have because the Obligations are
secured by real property. These rights and defenses include, but are not limited
to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the
California Code of Civil Procedures or similar laws in other states. 

6.   GUARANTOR TO KEEP INFORMED. Guarantor warrants having established with
Borrower adequate means of obtaining, on an ongoing basis, such information as
Guarantor may require concerning all matters bearing on the risk of nonpayment
or nonperformance of the Obligations. Guarantor assumes sole, continuing
responsibility for obtaining such information from sources other than from Bank.
Bank has no 


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duty to provide any information to Guarantor until Bank receives Guarantor's 
written request for specific information in Bank's possession and Borrower 
has authorized Bank to disclose such information to Guarantor. 

7.   SUBORDINATION. All obligations of Borrower to Guarantor which presently or
in the future may exist ("Guarantor's Claims") are hereby subordinated to the
Obligations. At Bank's request, Guarantor's Claims will be enforced and
performance thereon received by Guarantor only as a trustee for Bank, and
Guarantor will promptly pay over to Bank all proceeds recovered for application
to the Obligations without reducing or affecting Guarantor's liability under
other provisions of this Guaranty. 

8.   SECURITY. To secure Guarantor's obligations under this Guaranty, other than
for payment of Obligations which are subject to the disclosure requirements of
the United States Truth in Lending Act, Guarantor grants Bank a security
interest in all moneys, general and special deposits, instruments and other
property of Guarantor at any time maintained with or held by Bank, and all
proceeds of the foregoing. 

9.   AUTHORIZATION. Where Borrower is a corporation, partnership or other
entity, Bank need not inquire into or verify the powers of Borrower or authority
of those acting or purporting to act on behalf of Borrower, and this Guaranty
shall be enforceable with respect to any Obligations Bank grants or creates in
reliance on the purported exercise of such powers or authority. 

10.  ASSIGNMENTS. Without notice to Guarantor, Bank may assign the Obligations
and this Guaranty, in whole or in part, and may disclose to any prospective or
actual purchaser of all or part of the Obligations any and all information Bank
has or acquires concerning Guarantor, this Guaranty and any security for this
Guaranty. 

11.  COUNSEL FEES AND COSTS. The prevailing party shall be entitled to
attorneys' fees (including a reasonable allocation for Bank's internal counsel)
and all other costs and expenses which it may incur in connection with the
enforcement or preservation of its rights under, or defense of, this Guaranty or
in connection with any other dispute or proceeding relating to this Guaranty,
whether or not incurred in any Insolvency Proceeding, arbitration, litigation or
other proceeding. 

12.  MARRIED GUARANTORS. By  executing this Guaranty, a Guarantor who is married
agress that recourse may be had against his or her separate and community
property for all his or her obligations under this Guaranty. 

13.  MULTIPLE GUARANTORS/BORROWERS. When there is more than one Borrower 
named herein or when this Guaranty is executed by more than one Guarantor, 
then the words "Borrower" and "Guarantor", respectively, shall mean all and 
any one or more of them, and their respective successors and assigns, 
including debtors-in-possession and bankruptcy trustees; words used herein in 
the singular shall be considered to have been used in the plural where the 
context and construction so requires in order to refer to more than one 
Borrower or Guarantor, as the case may be. 

14.  INTEGRATION/SEVERABILITY/AMENDMENTS. This Guaranty is intended by 
Guarantor and Bank as the complete, final expression of their agreement 
concerning its subject matter. It supersedes all prior understandings or 
agreements with respect thereto and may be changed only by a writing signed 
by Guarantor and Bank. No course of dealing, or parole or extrinsic evidence 
shall be used to modify or supplement the express terms of this Guaranty. If 
any provision of this Guaranty is found to be illegal, invalid or 
unenforceable, such provision shall be enforced to the maximum extent 
permitted, but if fully unenforceable, such provision shall be severable, and 
this Guaranty shall be construed as if such provision had never been a part 
of this Guaranty, and the remaining provisions shall continue in full force 
and effect. 


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15.  JOIN AND SEVERAL.   If  more than one Guarantor signs this Guaranty, the 
obligations of each under this Guaranty are joint and several, and 
independent of the Obligations and of the obligations of any other person or 
entity. A separate action or actions may be brought and prosecuted against 
any one or more guarantors, whether action is brought against Borrower or 
other guarantors of the Obligations, and whether borrower or others are 
joined in any such action. 

16.  NOTICE. Any notice, including notice of revocation, given by any party
under this Guaranty shall be effective only upon its receipt by the other party
and only if (a) given in writing and (b) personally delivered or sent by United
States mail, postage prepaid, and addressed to Bank or Guarantor at their
respective addresses for notices indicated below. Guarantor and Bank may change
the place to which notices, requests, and other communications are to be sent to
them by giving written notice of such change to the other. 

17.  GOVERNING LAW. This Guaranty shall be governed by and construed according
to the laws of California, and, except as provided in any alternative dispute
resolution agreement executed between Guarantor and Bank, Guarantor submits to
the non-exclusive jurisdiction of the state or federal courts in said state. 

18.  DISPUTE RESOLUTION. This Guaranty hereby incorporates any alternative
dispute resolution agreement previously, concurrently or hereafter executed
between Guarantor and Bank. 

Executed as of SEPTEMBER 25, 1997. Guarantor acknowledges having received a 
copy of this Guaranty and having made each waiver contained in this Guaranty 
with full knowledge of its consequences. 

TRACK 'N TRAIL, INC.,  A DELAWARE 
CORPORATION


BY: /s/ DANIEL J. NAHMENS
    ---------------------------------


BY: /s/ DAVID L. SUECHTING, JR. 
    ---------------------------------


UNION BANK OF CALIFORNIA, N.A. 

BY: /s/ PATRICIA LEE 
    ---------------------------------
        PATRICIA LEE 

TITLE: Vice President
      -------------------------------

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