Exhibit 10.22

                        AGREEMENT FOR WHOLESALE FINANCING


This Agreement for Wholesale  Financing  ("Agreement") is made as of October 31,
1996 between Deutsche  Financial  Services  Corporation  ("DFS") and Featherlite
Mfg.,  Inc., a Minnesota  corporation  ("Dealer"),  having a principal  place of
business located at Highways 63 & 9, Cresco, Iowa 52136 .

1.       New Vantare  Inventory  Credit  Facility.  Subject to the terms of this
         Agreement, DFS may extend credit to Dealer for the purpose of financing
         completed  motor coaches  manufactured  by Dealer's  Vantare  Division,
         located in  Sanford,  Florida  ("Wholesale  Facility").  The  Wholesale
         Facility will be subject to the following terms:

          1.1  Eligible  Inventory/Advance  Rates. Subject to the maximum amount
               of the  Wholesale  Facility,  DFS will  finance  completed  motor
               coaches  manufactured by Dealer's  Vantare  Division in an amount
               not to exceed the lesser of:

                  (1)      $500,000 per completed unit, or

                  (2)      the  sum  of  (a)   eighty   percent   (80%)  of  the
                           manufacturers  invoice price  (including  freight) of
                           the  chassis,  PLUS (b)  sixty  percent  (60%) of the
                           remainder  of (i) the actual cost of  manufacture  of
                           said motor coach as reflected on Dealer's invoice for
                           such unit, LESS (ii) the manufacturer's invoice price
                           (including freight) for the chassis.

          1.2  Inspection/Documentation.  Prior to  funding  a  completed  unit,
               Dealer will provide an invoice for the completed unit  containing
               details  of  all  equipment  and  options.  Upon  receipt  of the
               invoice,  DFS will arrange a physical inspection of the completed
               unit to verify completion. The manufacturer's statement of origin
               for both the chassis and the completed  unit must be delivered to
               DFS prior to funding to be retained  until  funding of the retail
               sale of the unit. Upon funding,  DFS may remit the portion of the
               advance  allocated  to the cost of the  chassis  directly  to the
               manufacturer  of the  chassis.  DFS must  have a first  perfected
               security  interest in each motor coach  financed and all proceeds
               thereof.

          1.3  Curtailments.  A curtailment  payment of five percent (5%) of the
               original  principal  balance for each  completed unit will be due
               and payable on the 90th and 180th day after the date the unit was
               financed.  The completed unit will be due and payable in full 365
               days after the date the completed unit was originally financed.

2.       Used Inventory Credit Facility. Subject to the terms of this Agreement,
         DFS agrees to extend credit to Dealer for the purpose of financing used
         recreational  vehicles  ("Used  Inventory  Facility").  The term  "used
         recreational  vehicles" is defined as recreational  vehicles which have
         been  registered  or  titled in any state  with the  appropriate  state
         authorities in accordance with applicable state law ("Used  Vehicles").
         Subject to the

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         limitations  contained in this Section 2, Used  Vehicles may consist of
         used motor coaches that were  manufactured  by or bear the trademark or
         tradename  of Dealer's  Vantare  Division or its  predecessor,  Vantare
         International,  Inc.  ("Vantare").  As  provided  below,  the terms for
         financing  for Used  Vehicles  consisting  of  Vantare  units  may have
         different  financing terms. The Used Inventory Facility will be subject
         to the following terms:

          2.1. Qualifying  Units.  Used  Vehicles for which Dealer may request a
               loan must be the  current  model year or no more than seven model
               years  prior to the  current  model year,  in good  physical  and
               mechanical condition, and subject to DFS' approval.

          2.2  Advance.  DFS,  in its sole  discretion,  may loan to  Dealer  an
               amount up to (1) Eighty  percent  (80%) of the Base NADA  average
               trade-in value, excluding the value of any added accessories,  of
               Used  Vehicles  other than  Vantare  Used  Vehicles;  and (2) the
               applicable  percentage  of the  original  wholesale  cost of Used
               Vehicles  consisting of Vantare Used Vehicles in accordance  with
               the schedule  identified below,  excluding the value of any added
               accessories:

               Number of Years Prior to            Applicable Percentage of
                 Current Model Year                 Original Wholesale Cost

                          1                                  85%
                          2                                  72%
                          3                                  62%
                          4                                  52%
                          5                                  42%
                          6                                  35%
                          7                                  28%

          2.3  Curtailment  Payments.  Dealer will pay DFS ten percent  (10%) of
               the  principal  amount of DFS'  advance  to Dealer  for each Used
               Vehicle on the ninetieth (90th) and one hundred eightieth (180th)
               day following the date the Used Vehicle is financed.  The balance
               of the amount financed will be due in full on the 270th day after
               the Used Vehicle is financed.

          2.4  Financing Period.  DFS' financing to Dealer shall be on terms not
               to exceed a two hundred  seventy  (270) day  maturity,  provided,
               however,  that the full amount of the loan balance will be due in
               full  immediately upon the sale,  transfer,  rent, lease or other
               disposition of the Used Vehicle or upon the loss, theft or damage
               of the Used Vehicle.

          2.5  Financing Procedures. Dealer represents that all Used Vehicles to
               be  financed  by  DFS  are  free  and  clear  of  all  liens  and
               encumbrances.  Dealer  will  forward to DFS a copy of the bill of
               sale,  title showing the transfer of title by the previous  owner
               to Dealer and all other documentation  evidencing the acquisition
               of the Used  Vehicle  by  Dealer.  Dealer  will  provide to DFS a
               written  request for  financing of each Used  Vehicle,  with such
               supporting information as DFS may

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                  request, in form and substance  satisfactory to DFS. Upon DFS'
                  receipt of such  documents  and if approved  by DFS,  DFS will
                  forward the loan amount to Dealer.

3.   Financing Terms and Statements of  Transaction.  Upon agreeing to finance a
     particular  item of inventory for Dealer,  DFS will send Dealer a Statement
     of Transaction  identifying  such  inventory and the  applicable  financial
     terms.  Unless  Dealer  notifies  DFS in  writing of any  objection  within
     fifteen (15) days after a Statement of Transaction is mailed to Dealer: (a)
     the  amount  shown on such  Statement  of  Transaction  will be an  account
     stated;  (b) Dealer will have agreed to all rates,  charges and other terms
     shown on such  Statement of  Transaction;  (c) Dealer will have agreed that
     DFS is financing  the items of inventory  referenced  in such  Statement of
     Transaction at Dealer's request; and (d) such Statement of Transaction will
     be  incorporated  herein  by  reference,  will be made a part  hereof as if
     originally set forth herein,  and will  constitute an addendum  hereto.  If
     Dealer objects to the terms of any Statement of Transaction,  Dealer agrees
     to pay DFS for such inventory in accordance  with the most recent terms for
     similar  inventory to which  Dealer has not  objected  (or, if there are no
     prior  terms,  at the  lesser  of 16% per  annum or at the  maximum  lawful
     contract  rate of interest  permitted  under  applicable  law),  but Dealer
     acknowledges  that  DFS may  then  elect to  terminate  Dealer's  financing
     program  pursuant to Section 19, and cease  making  additional  advances to
     Dealer.  However,  such  termination  will not accelerate the maturities of
     advances  previously  made,  unless Dealer shall otherwise be in default of
     this Agreement.

4.   Grant of Security  Interest.  To secure payment of all of Dealer's  current
     and future  debts to DFS,  whether  under this  Agreement or any current or
     future guaranty or other agreement,  Dealer grants DFS a security  interest
     in all of  Dealer's  inventory,  equipment,  fixtures,  accounts,  contract
     rights, chattel paper, security agreements,  instruments, deposit accounts,
     reserves,  documents, and general intangibles;  and all judgments,  claims,
     insurance  policies,  and  payments  owed or made to  Dealer  thereon;  all
     whether now owned or  hereafter  acquired,  all  attachments,  accessories,
     accessions,   returns,   repossessions,    exchanges,   substitutions   and
     replacements  thereto,  and all  proceeds  thereof.  All  such  assets  are
     collectively referred to herein as the "Collateral".  All of such terms for
     which  meanings  are  provided  in  the  Uniform  Commercial  Code  of  the
     applicable  state  are used  herein  with  such  meanings.  All  Collateral
     financed by DFS, and all proceeds thereof,  will be held in trust by Dealer
     for DFS, with such proceeds being payable in accordance with Section 10.

5.   Affirmative  Warranties and Representation.  Dealer warrants and represents
     to DFS that: (a) Dealer has good title to all Collateral; (b) DFS' security
     interest in the  Collateral  financed by DFS is not now and will not become
     subordinate  to the security  interest,  lien,  encumbrance or claim of any
     person;  (c) Dealer will execute all  documents DFS requests to perfect and
     maintain DFS' security interest in the Collateral;  (d) Dealer will deliver
     to DFS immediately upon each request,  and DFS may retain, each Certificate
     of Title or Statement of Origin issued for Collateral  financed by DFS; (e)
     Dealer will at all times be duly  organized,  existing,  in good  standing,
     qualified and licensed to do business in each state,  county, or parish, in
     which the nature of its  business or property so  requires;  (f) Dealer has
     the right and is duly authorized to enter into this Agreement; (g) Dealer's
     execution of this  Agreement  does not constitute a breach of any agreement
     to

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     which Dealer is now or hereafter  becomes bound;  (h) there are and will be
     no actions or proceedings  pending or threatened against Dealer which might
     result in any  material  adverse  change in Dealer's  financial or business
     condition  or  which  might in any way  adversely  affect  any of  Dealer's
     assets;  (i) Dealer will  maintain the  Collateral  in good  condition  and
     repair;  (j)  Dealer  has duly  filed and will  duly  file all tax  returns
     required  by law;  (k)  Dealer  has paid  and will pay when due all  taxes,
     levies, assessments and governmental charges of any nature; (1) Dealer will
     keep and maintain all of its books and records pertaining to the Collateral
     at its principal place of business designated in this Agreement; (m) Dealer
     will  promptly  supply  DFS  with  such  information  concerning  it or any
     guarantor as DFS hereafter may reasonably request;  (n) all Collateral will
     be kept at  Dealer's  place of  business  of its  Vantare  Division at 1550
     Dolgner  Place,  Sanford,  Florida  32771,  and with  respect to such other
     locations, if any, of which Dealer has notified DFS in writing or as listed
     on any  current  or  future  Exhibit  "A"  attached  hereto  which  written
     notice(s) to DFS and Exhibit A(s) are incorporated herein by reference; (o)
     Dealer will give DFS thirty (30) days prior written notice of any change in
     Dealer's  identity,   name,  form  of  business  organization,   ownership,
     management,  principal  place of  business,  Collateral  locations or other
     business  locations,  and before  moving any books and records to any other
     location;  (p) Dealer will observe and perform all matters  required by any
     lease,  license,  concession or franchise forming part of the Collateral in
     order to maintain all the rights of DFS thereunder;  (q) Dealer will advise
     DFS of the commencement of material legal proceedings against Dealer or any
     guarantor;  and (r) Dealer will comply  with all  applicable  laws and will
     conduct  its  business  in  a  manner  which  preserves  and  protects  the
     Collateral and the earnings and incomes thereof.

6.   Negative Covenants. Dealer will not at any time (without DFS' prior written
     consent):  (a) other than in the  ordinary  course of its  business,  sell,
     lease or  otherwise  dispose of or transfer  any of its  assets;  (b) rent,
     lease, demonstrate,  consign, or use any Collateral financed by DFS; or (c)
     merge or consolidate with another entity.

7.   Insurance.  Dealer will immediately notify DFS of any loss, theft or damage
     to any  Collateral.  Dealer will keep the  Collateral  insured for its full
     insurable  value  under an "all  risk"  property  insurance  policy  with a
     company  acceptable to DFS, naming DFS as a lender  loss-payee or mortgagee
     and containing  standard lender's loss payable and termination  provisions.
     Dealer will provide DFS with written  evidence of such  property  insurance
     coverage and lender's loss-payee or mortgagee endorsement.

8.   Financial  Statements.  Dealer will deliver to DFS: (a) within  ninety (90)
     days after the end of each of Dealer's fiscal years, a reasonably  detailed
     balance  sheet  as of the  last day of such  fiscal  year and a  reasonably
     detailed  income  statement  covering  Dealer's  operations for such fiscal
     year, in a form  satisfactory to DFS; (b) within forty-five (45) days after
     the end of each of Dealer's fiscal quarters,  a reasonably detailed balance
     sheet as of the last day of such quarter and an income  statement  covering
     Dealer's  operations for such quarter,  in a form  satisfactory to DFS; and
     (c) within ten (10) days after  request  therefor by DFS,  any other report
     requested by DFS relating to the  Collateral or the financial  condition of
     Dealer. Dealer warrants and represents to DFS that all financial statements
     and information  relating to Dealer or any guarantor which have been or may
     hereafter be delivered by Dealer or any  guarantor are true and correct and
     have been and

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     will  be  prepared  in  accordance  with  generally   accepted   accounting
     principles  consistently  applied  and,  with  respect  to such  previously
     delivered  statements or  information,  there has been no material  adverse
     change in the  financial or business  condition of Dealer or any  guarantor
     since the  submission  to DFS,  either as of the date of  delivery,  or, if
     different,  the  date  specified  therein,  and  Dealer  acknowledges  DFS'
     reliance thereon.

9.   Reviews.  Dealer  grants  DFS an  irrevocable  license  to  enter  Dealer's
     business  locations  during normal  business hours without notice to Dealer
     to: (a)  account  for and  inspect  all  Collateral;  (b)  verify  Dealer's
     compliance with this Agreement; and (c) examine and copy Dealer's books and
     records  related to the Collateral.  Dealer may temporarily  maintain up to
     two (2) motor  coaches  financed by DFS,  whether new motor coaches or Used
     Vehicles,  as demonstration units at locations other than Dealer's place of
     business in Sanford,  Florida.  If DFS conducts an  inspection  of Dealer's
     Collateral,  Dealer must  identify the  locations  where the  demonstration
     units are located and such units must be returned to the  Sanford,  Florida
     location  within  forty-five  (45)  days  of  the  inspection  (subject  to
     verification of return by DFS).

10.  Payment Terms.  Dealer will immediately pay DFS the principal  indebtedness
     owed  DFS on each  item of  Collateral  financed  by DFS (as  shown  on the
     Statement  of  Transaction  identifying  such  Collateral)  on the earliest
     occurrence  of any of the  following  events:  (a) when such  Collateral is
     lost,  stolen or damaged;  (b) for Collateral  financed  under  Pay-As-Sold
     ("PAS") terms (as shown on the Statement of  Transaction  identifying  such
     Collateral),  when such Collateral is sold,  transferred,  rented,  leased,
     otherwise  disposed  of or  matured;  (c) in  strict  accordance  with  any
     curtailment  schedule  for such  Collateral  (as shown on the  Statement of
     Transaction identifying such Collateral); (d) for Collateral financed under
     Scheduled  Payment  Program  ("SPP")  terms (as shown on the  Statement  of
     Transaction  identifying such  Collateral),  in strict  accordance with the
     installment  payment  schedule;  and (e) when otherwise  required under the
     terms  of any  financing  program  agreed  to in  writing  by the  parties.
     Regardless of the SPP terms  pertaining to any Collateral  financed by DFS,
     if DFS determines  that the current  outstanding  debt which Dealer owes to
     DFS exceeds the aggregate  wholesale  invoice  price of such  Collateral in
     Dealer's  possession,  Dealer  will  immediately  upon  demand  pay DFS the
     difference  between  such  outstanding  debt  and the  aggregate  wholesale
     invoice price of such  Collateral.  If Dealer from time to time is required
     to make  immediate  payment  to DFS of any past due  obligation  discovered
     during any  Collateral  audit,  or at any other  time,  Dealer  agrees that
     acceptance  of such payment by DFS shall not be construed to have waived or
     amended the terms of its financing program.  The proceeds of any Collateral
     received  by Dealer will be held by Dealer in trust for DFS'  benefit,  for
     application as provided in this Agreement. Dealer will send all payments to
     DFS' branch office(s)  responsible for Dealer's account. DFS may apply: (i)
     payments to reduce finance charges first and then principal,  regardless of
     Dealer's instructions; and (ii) principal payments to the oldest (earliest)
     invoice for  Collateral  financed by DFS, but, in any event,  all principal
     payments  will  first be applied to such  Collateral  which is sold,  lost,
     stolen,  damaged,  rented,  leased, or otherwise disposed of or unaccounted
     for. Any third party  discount,  rebate,  bonus or credit granted to Dealer
     for any  Collateral  will not reduce the debt Dealer owes DFS until DFS has
     received  payment  therefor in cash.  Dealer will:  (1) pay DFS even if any
     Collateral is defective or fails to conform to any

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     warranties  extended  by any third  party;  (2) not assert  against DFS any
     claim or defense Dealer has against any third party;  and (3) indemnify and
     hold DFS harmless against all claims and defenses  asserted by any buyer of
     the  Collateral  relating  to the  condition  of,  or  any  representations
     regarding,  any of the  Collateral.  Dealer waives all rights of offset and
     counterclaims Dealer may have against DFS.

11.  Calculation  of  Charges.  Dealer  will pay  finance  charges to DFS on the
     outstanding  principal  debt  which  Dealer  owes  DFS  for  each  item  of
     Collateral  financed  by DFS at  the  rate(s)  shown  on the  Statement  of
     Transaction  identifying such Collateral,  unless Dealer objects thereto as
     provided in Section 3. The finance  charges  attributable to the rate shown
     on the Statement of  Transaction  will:  (a) be computed based on a 360 day
     year; (b) be calculated by multiplying  the Daily Charge (as defined below)
     by the actual  number of days in the  applicable  billing  period;  and (c)
     accrue from the invoice date of the Collateral identified on such Statement
     of  Transaction  until  DFS  receives  full  payment  in good  funds of the
     principal  debt  Dealer  owes  DFS for  each  item of  such  Collateral  in
     accordance  with DFS'  payment  recognition  policy  and DFS  applies  such
     payment to Dealer's  principal  debt in  accordance  with the terms of this
     Agreement.  The "Daily Charge" is the product of the Daily Rate (as defined
     below)  multiplied  by the Average Daily  Balance (as defined  below).  The
     "Daily Rate" is the  quotient of the annual rate shown on the  Statement of
     Transaction  divided by 360, or the monthly rate shown on the  Statement of
     Transaction  divided by 30. The "Average  Daily Balance" is the quotient of
     (i) the sum of the  outstanding  principal  debt  owed DFS on each day of a
     billing  period for each item of  Collateral  identified  on a Statement of
     Transaction,  divided  by (ii) the  actual  number of days in such  billing
     period.  Dealer will also pay DFS $100 for each check  returned  unpaid for
     insufficient  funds  (an  "NSF  check")  (such  $100  payment  repays  DFS'
     estimated administrative costs; it does not waive the default caused by the
     NSF check).  The annual  percentage rate of the finance charges relating to
     any item of Collateral  financed by DFS will be calculated from the invoice
     date of such Collateral,  regardless of any period during which any finance
     charge  subsidy  shall  be paid  or  payable  by any  third  party.  Dealer
     acknowledges  that DFS intends to strictly  conform to the applicable usury
     laws governing this Agreement. Regardless of any provision contained herein
     or in any other  document  executed or delivered in connection  herewith or
     therewith,  DFS shall never be deemed to have contracted for, charged or be
     entitled  to  receive,  collect  or apply  as  interest  on this  Agreement
     (whether  termed  interest  herein  or deemed to be  interest  by  judicial
     determination  or  operation  of law),  any amount in excess of the maximum
     amount allowed by applicable  law, and, if DFS ever  receives,  collects or
     applies as interest any such  excess,  such amount which would be excessive
     interest  will be applied  first to the  reduction of the unpaid  principal
     balances of advances  under this  Agreement,  and,  second,  any  remaining
     excess will be paid to Dealer.  In determining  whether or not the interest
     paid or payable under any specific  contingency  exceeds the highest lawful
     rate,  Dealer  and  DFS  shall,  to  the  maximum  extent  permitted  under
     applicable  law: (A)  characterize  any  non-principal  payment (other than
     payments which are expressly  designated as interest payments hereunder) as
     an  expense  or  fee  rather  than  as  interest;   (B)  exclude  voluntary
     pre-payments  and the effect  thereof;  and (C) spread the total  amount of
     interest  throughout the entire term of this Agreement so that the interest
     rate is uniform throughout such term.


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12.  Billing  Statement.  DFS will  send  Dealer  a  monthly  billing  statement
     identifying  all  charges  due on Dealer's  account  with DFS.  The charges
     specified  on each billing  statement  will be: (a) due and payable in full
     immediately  on receipt;  and (b) an account  stated,  unless DFS  receives
     Dealer's  written  objection  thereto  within 15 days after it is mailed to
     Dealer.  If DFS does not  receive,  by the  25th  day of any  given  month,
     payment of all  charges  accrued to  Dealer's  account  with DFS during the
     immediately preceding month, Dealer will (to the extent allowed by law) pay
     DFS a late fee ("Late  Fee") equal to the greater of $5 or 5% of the amount
     of such finance charges (payment of the Late Fee does not waive the default
     caused by the late  payment).  DFS may adjust the billing  statement at any
     time to conform to applicable law and this Agreement.

13.  Financial Covenants/Minimum Utilization Covenant.

     13.1 Financial Covenants. Dealer will at all times maintain:

     (a) a Tangible Net Worth and  Subordinated  Debt in the combined  amount of
     not less than FOURTEEN MILLION DOLLARS ($14,000,000.00);

     (b) a ratio of Debt  minus  Subordinated  Debt to  Tangible  Net  Worth and
     Subordinated Debt of not more than TWO AND ONE HALF to ONE (2.5:1); and

     (c) a ratio of Current  Tangible Assets to current  liabilities of not less
     than ONE AND SEVENTY-FIVE HUNDREDTHS to ONE (1.75:1).

     For purposes of this  paragraph:  (i)  "Tangible  Net Worth" means the book
     value of Dealer's assets less  liabilities,  excluding from such assets all
     Intangibles;  (ii) "Intangibles" means and includes general intangibles (as
     that term is defined in the Uniform Commercial Code);  accounts  receivable
     and advances due from  officers,  directors,  employees,  stockholders  and
     affiliates;  leasehold  improvements  net of depreciation;  licenses;  good
     will;  prepaid  expenses;  escrow deposits;  covenants not to compete;  the
     excess  of cost  over  book  value  of  acquired  assets;  franchise  fees;
     organizational  costs;  finance  reserves  held for  recourse  obligations;
     capitalized research and development costs; and such other similar items as
     DFS may from time to time determine in DFS' sole  discretion;  (iii) "Debt"
     means all of Dealer's  liabilities and  indebtedness  for borrowed money of
     any kind and nature  whatsoever,  whether  direct or indirect,  absolute or
     contingent,  and including obligations under capitalized leases, guaranties
     or with respect to which Dealer has pledged  assets to secure  performance,
     whether or not direct recourse  liability has been assumed by Dealer;  (iv)
     "Subordinated Debt" means all of Dealer's Debt which is subordinated to the
     payment  of  Dealer's  liabilities  to  DFS by an  agreement  in  form  and
     substance  satisfactory  to DFS; and (v) "Current  Tangible  Assets"  means
     Dealer's current assets less, to the extent otherwise included therein, all
     Intangibles.  The foregoing  terms will be  determined  in accordance  with
     generally accepted  accounting  principles  consistently  applied,  and, if
     applicable, on a consolidated basis.

     13.2 Minimum  Utilization  Covenant.  Dealer will at all times  maintain an
     average daily  outstanding  loan balance of FIVE HUNDRED  THOUSAND  DOLLARS
     ($500.000.00).

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     If Dealer fails to maintain  such balance for any month,  the interest rate
     charged to Dealer for such month shall be increased by one percent (1%).

14.  Default.  Dealer  will be in default  under this  Agreement  if: (a) Dealer
     breaches any terms, warranties or representations  contained herein, in any
     Statement  of  Transaction  to which Dealer has not objected as provided in
     Section  3, or in any  other  agreement  between  DFS and  Dealer;  (b) any
     guarantor  of  Dealer's  debts to DFS  breaches  any terms,  warranties  or
     representations  contained in any guaranty or other  agreement  between the
     guarantor and DFS; (c) any representation, statement, report or certificate
     made or  delivered by Dealer or any  guarantor to DFS is not accurate  when
     made; (d) Dealer fails to pay any portion of Dealer's debts to DFS when due
     and payable  hereunder or under any other agreement between DFS and Dealer;
     (e) Dealer  abandons  any  Collateral;  (f) Dealer or any  guarantor  is or
     becomes in default in the payment of any debt owed to any third party;  (g)
     a money judgment issues against Dealer or any guarantor; (h) an attachment,
     sale or seizure  issues or is  executed  against any assets of Dealer or of
     any guarantor; (i) the undersigned dies while Dealer's business is operated
     as a sole proprietorship,  any general partner dies while Dealer's business
     is operated as a general or limited  partnership,  or any member dies while
     Dealer's  business  is  operated  as  a  limited  liability   company,   as
     applicable; (j) any guarantor dies; (k) Dealer or any guarantor shall cease
     existence  as a  corporation,  partnership,  limited  liability  company or
     trust,  as  applicable;  (l)  Dealer or any  guarantor  ceases or  suspends
     business;  (m) Dealer,  any guarantor or any member while Dealer's business
     is operated as a limited liability company, as applicable,  makes a general
     assignment for the benefit of creditors;  (n) Dealer,  any guarantor or any
     member while Dealer's business is operated as a limited liability  company,
     as applicable,  becomes  insolvent or voluntarily or involuntarily  becomes
     subject to the Federal  Bankruptcy  Code,  any state  insolvency law or any
     similar law; (a) any  receiver is appointed  for any assets of Dealer,  any
     guarantor  or any member while  Dealer's  business is operated as a limited
     liability company, as applicable; (p) any guaranty of Dealer's debts to DFS
     is terminated; (q) Dealer loses any franchise, permission, license or right
     to sell or deal in any Collateral which DFS finances;  or (r) Dealer or any
     guarantor misrepresents Dealer's or such guarantor's financial condition or
     organizational structure.

15.  Rights of DFS Upon Default. In the event of a default:

     (a)  DFS may at any time at DFS'  election,  without  notice  or  demand to
          Dealer,  do any one or more of the following:  declare all or any part
          of the debt Dealer owes DFS immediately due and payable, together with
          all costs and expenses of DFS' collection activity, including, without
          limitation, all reasonable attorneys' fees; exercise any or all rights
          under  applicable law  (including,  without  limitation,  the right to
          possess,  transfer  and  dispose  of  the  Collateral);  and/or  cease
          extending  any  additional  credit  to  Dealer  (DFS'  right  to cease
          extending  credit shall not be  construed  to limit the  discretionary
          nature of this credit  facility). 

     (b)  Dealer will segregate and keep the Collateral in trust for DFS, and in
          good  order and  repair,  and will not  sell,  rent,  lease,  consign,
          otherwise  dispose of or use any Collateral,  nor further encumber any
          Collateral.  

     (c)  Upon DFS' oral or written demand,  Dealer will immediately deliver the
          Collateral to DFS, in good order and repair,  at a place  specified by
          DFS, together

                                      - 8 -

<PAGE>



          with all related  documents;  or DFS may, in DFS' sole  discretion and
          without notice of demand to Dealer,  take immediate  possession of the
          Collateral together with all related documents.

     (d)  DFS may,  without  notice,  apply a default finance charge to Dealer's
          outstanding principal indebtedness equal to the default rate specified
          in Dealer's financing program with DFS, if any, or if there is none so
          specified,  at the  lesser  of 3% per  annum  above the rate in effect
          immediately prior to the default,  or the highest lawful contract rate
          of interest permitted under applicable law.

          All of DFS'  rights  and  remedies  are  cumulative.  DFS'  failure to
          exercise any of DFS' rights or remedies  hereunder  will not waive any
          of DFS' rights or remedies as to any past, current or future default.

16.  Sale of  Collateral.  Dealer  agrees that if DFS conducts a private sale of
     any Collateral by requesting  bids from 10 or more dealers or  distributors
     in that type of Collateral,  any sale by DFS of such  Collateral in bulk or
     in parcels  within 120 days of: (a) DFS' taking  possession  and control of
     such  Collateral;  or (b) when DFS is  otherwise  authorized  to sell  such
     Collateral;  whichever  occurs last, to the bidder  submitting  the highest
     cash bid therefor,  is a commercially  reasonable  sale of such  Collateral
     under the Uniform  Commercial Code.  Dealer agrees that the purchase of any
     Collateral by a Vendor,  as provided in any  agreement  between DFS and the
     Vendor, is a commercially  reasonable  disposition and private sale of such
     Collateral under the Uniform Commercial Code, and no request for bids shall
     be required. Dealer further agrees that 7 or more days prior written notice
     will be  commercially  reasonable  notice  of any  public or  private  sale
     (including any sale to a Vendor). Dealer irrevocably waives any requirement
     that DFS retain possession and not dispose of any Collateral until after an
     arbitration  hearing,  arbitration  award,  confirmation,  trial  or  final
     judgment.  If DFS  disposes  of any such  Collateral  other  than as herein
     contemplated,  the commercial  reasonableness  of such  disposition will be
     determined  in  accordance  with  the  laws  of the  state  governing  this
     Agreement.

17.  Power of Attorney.  Dealer grants DFS an irrevocable  power of attorney to:
     execute or endorse on  Dealer's  behalf any checks,  financing  statements,
     instruments,  Certificates of Title and Statements of Origin  pertaining to
     the  Collateral;  supply any omitted  information and correct errors in any
     documents  between DFS and Dealer;  initiate and settle any insurance claim
     pertaining to the  Collateral;  and do anything to preserve and protect the
     Collateral and DFS' rights and interest therein.

18.  Information.  DFS may provide to any third party any credit,  financial  or
     other information on Dealer that DFS may from time to time possess. DFS may
     obtain from any Vendor any credit, financial or other information regarding
     Dealer that such Vendor may from time to time possess.

19.  Termination/Right of First Refusal. Dealer may not terminate this Agreement
     prior to the third  anniversary  of the date of this  Agreement;  provided,
     however,  that Dealer may terminate this  Agreement  prior to such date if:
     (i) Dealer is provided with a written offer

                                      - 9 -

<PAGE>



     for floorplan financing from another financial institution which sets forth
     reasonably detailed terms for the proposed floorplan credit facility;  (ii)
     Dealer  delivers a copy of said  proposal to DFS and allows DFS thirty (30)
     days to  determine  whether  to  match  the  proposed  floorplan  financing
     program;  and (iii) DFS  elects not to offer the same  floorplan  financing
     program to Dealer.  DFS may  terminate  this  Agreement at any time. If DFS
     elects to terminate this  Agreement,  Dealer agrees that if Dealer:  (a) is
     not in default hereunder, 30 days prior notice of termination is reasonable
     and sufficient (although this provision shall not be construed to mean that
     shorter  periods may not, in particular  circumstances,  also be reasonable
     and  sufficient);  or (b) is in  default  hereunder,  no  prior  notice  of
     termination is required. Dealer will not be relieved from any obligation to
     DFS arising out of DFS' advances or  commitments  made before the effective
     termination date of this Agreement.  It is understood that Dealer may elect
     to terminate  this  Agreement in its entirety  only,  no section or lending
     facility  may be  terminated  singly.  DFS will  retain all of its  rights,
     interests  and  remedies  hereunder  until  Dealer has paid all of Dealer's
     debts to DFS. All waivers set forth within this  Agreement will survive any
     termination of this Agreement.

20.  Binding Effect. Dealer cannot assign its interest in this Agreement without
     DFS' prior written  consent,  although DFS may assign or  participate  DFS'
     interest,  in whole or in part,  without Dealer's  consent.  This Agreement
     will protect and bind DFS' and Dealer's respective heirs,  representatives,
     successors and assigns.

21.  Notices.  Except as  otherwise  stated  herein,  all  notices,  arbitration
     claims,  responses,  requests and documents will be  sufficiently  given or
     served if mailed or delivered: (a) to Dealer at Dealer's principal place of
     business specified above; and (b) to DFS at 655 Maryville Centre Drive, St.
     Louis,  Missouri  63141-5832,  Attention:  General  Counsel,  or such other
     address as the parties may hereafter specify in writing.

22.  NO ORAL  AGREEMENTS.  ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,  EXTEND
     CREDIT OR TO FORBEAR FROM ENFORCING  REPAYMENT OF A DEBT INCLUDING PROMISES
     TO EXTEND OR RENEW SUCH DEBTS ARE NOT  ENFORCEABLE.  TO PROTECT  DEALER AND
     DFS FROM  MISUNDERSTANDING OR DISAPPOINTMENT,  ALL AGREEMENTS COVERING SUCH
     MATTERS ARE CONTAINED IN THIS WRITING,  WHICH IS THE COMPLETE AND EXCLUSIVE
     STATEMENT  OF THE  AGREEMENT  BETWEEN THE PARTIES,  EXCEPT AS  SPECIFICALLY
     PROVIDED  HEREIN OR AS THE PARTIES MAY LATER AGREE IN WRITING TO MODIFY IT.
     THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

23.  Other Waivers. Dealer irrevocably waives notice of: DPS' acceptance of this
     Agreement,  presentment, demand, protest, nonpayment,  nonperformance,  and
     dishonor. Dealer and DFS irrevocably waive all rights to claim any punitive
     and/or exemplary damages.

24.  Severability.  If any  provision of this  Agreement or its  application  is
     invalid or  unenforceable,  the  remainder  of this  Agreement  will not be
     impaired or affected and will remain binding and enforceable.

                                     - 10 -

<PAGE>




25.  Supplement.  If Dealer and DFS have heretofore executed other agreements in
     connection  with all or any part of the  Collateral,  this Agreement  shall
     supplement  each and  every  other  agreement  previously  executed  by and
     between Dealer and DFS, and in that event this  Agreement  shall neither be
     deemed a novation nor a termination of such previously  executed  agreement
     nor shall  execution  of this  Agreement  be deemed a  satisfaction  of any
     obligation secured by such previously executed agreement.

26.  Receipt of Agreement.  Dealer  acknowledges that it has received a true and
     complete copy of this Agreement.  Dealer  acknowledges that it has read and
     understood this Agreement. Notwithstanding anything herein to the contrary:
     (a) DFS may rely on any facsimile  copy,  electronic  data  transmission or
     electronic  data storage of this  Agreement,  any Statement of Transaction,
     billing  statement,  invoice from a Vendor,  financial  statements or other
     reports,  and (b) such facsimile  copy,  electronic  data  transmission  or
     electronic  data storage will be deemed an original,  and the best evidence
     thereof  for  all  purposes,  including,  without  limitation,  under  this
     Agreement  or any  other  agreement  between  DFS and  Dealer,  and for all
     evidentiary  purposes  before any arbitrator,  court or other  adjudicatory
     authority.

27.  Miscellaneous. Time is of the essence regarding Dealer's performance of its
     obligations to DFS  notwithstanding any course of dealing or custom on DFS'
     part to grant extensions of time.  Dealer's  liability under this Agreement
     is direct and  unconditional  and will not be  affected  by the  release or
     nonperfection of any security interest granted hereunder. DFS will have the
     right to refrain  from or postpone  enforcement  of this  Agreement  or any
     other agreements  between DFS and Dealer without  prejudice and the failure
     to  strictly  enforce  these  agreements  will not be  construed  as having
     created a course of dealing between DFS and Dealer contrary to the specific
     terms of the agreements or as having modified, released or waived the same.
     The express terms of this  Agreement  will not be modified by any course of
     dealing,  usage of trade,  or custom of trade  which may  deviate  from the
     terms hereof.  If Dealer fails to pay any taxes,  fees or other obligations
     which may impair  DFS'  interest  in the  Collateral,  or fails to keep the
     Collateral insured,  DFS may, but shall not be required to, pay such taxes,
     fees or  obligations  and pay the cost to insure  the  Collateral,  and the
     amounts paid will be: (a) an additional  debt owed by Dealer to DFS,  which
     shall be subject to finance  charges as  provided  herein;  and (b) due and
     payable  immediately in full.  Dealer agrees to pay all of DFS'  reasonable
     attorneys'  fees and  expenses  incurred  by DFS in  enforcing  DFS' rights
     hereunder.  This is an agreement regarding the extension of credit, and not
     the  provision  of goods  or  services.  The  Section  titles  used in this
     Agreement are for convenience  only and do not define or limit the contents
     of any Section.

28.  BINDING ARBITRATION.

     28.1 Arbitrable Claims.  Except as otherwise  specified below, all actions,
          disputes,  claims and controversies under common law, statutory law or
          in  equity  of any  type  or  nature  whatsoever  (including,  without
          limitation,  all  torts,  whether  regarding  negligence,   breach  of
          fiduciary  duty,  restraint  of  trade,  fraud,  conversion,   duress,
          interference,  wrongful replevin, wrongful sequestration, fraud in the
          inducement,  usury or any other tort,  all contract  actions,  whether
          regarding  express or implied terms, such as implied covenants of good
          faith, fair dealing,

                                     - 11 -

<PAGE>



          and the commercial  reasonableness of any Collateral  disposition,  or
          any other contract  claim,  all claims of deceptive trade practices or
          lender  liability,  and all claims  questioning the  reasonableness or
          lawfulness of any act),  whether  arising  before or after the date of
          this Agreement,  and whether  directly or indirectly  relating to: (a)
          this  Agreement  and/or any  amendments  and  addenda  hereto,  or the
          breach,   invalidity  or  termination  hereof;  (b)  any  previous  or
          subsequent  agreement between DFS and Dealer; (c) any act committed by
          DFS or by any parent company,  subsidiary or affiliated company of DFS
          (the "DFS Companies"),  or by any employee, agent, officer or director
          of a DFS Company whether or not arising within the scope and course of
          employment or other  contractual  representation  of the DFS Companies
          provided  that such act arises under a  relationship,  transaction  or
          dealing  between  DFS and Dealer;  and/or (d) any other  relationship,
          transaction  or  dealing  between  DFS and  Dealer  (collectively  the
          disputes), will be subject to and resolved by binding arbitration.

     28.2 Administrative  Body. All  arbitration  hereunder will be conducted in
          accordance  with the  Commercial  Arbitration  Rules  of The  American
          Arbitration Association ("AAA"). If the AAA is dissolved, disbanded or
          becomes  subject  to any state or  federal  bankruptcy  or  insolvency
          proceeding,  the parties  will remain  subject to binding  arbitration
          which will be conducted by a mutually  agreeable  arbitral forum.  The
          parties agree that all  arbitrator(s)  selected will be attorneys with
          at  least  five  (5)  years  secured  transactions   experience.   The
          arbitrator(s)  will  decide if any  inconsistency  exists  between the
          rules of any applicable arbitral forum and the arbitration  provisions
          contained  herein.  If  such  inconsistency  exists,  the  arbitration
          provisions contained herein will control and supersede such rules. The
          site of all  arbitration  proceedings  will be in the  Division of the
          Federal  Judicial  District in which AAA  maintains a regional  office
          that is closest to Dealer.

     28.3 Discovery. Discovery permitted in any arbitration proceeding commenced
          hereunder is limited as follows.  No later than thirty (30) days after
          the  filing of a claim for  arbitration,  the  parties  will  exchange
          detailed  statements  setting forth the facts  supporting the claim(s)
          and all defenses to be raised  during the  arbitration,  and a list of
          all exhibits and witnesses.  No later than  twenty-one (21) days prior
          to the arbitration  hearing, the parties will exchange a final list of
          all exhibits  and all  witnesses,  including  any  designation  of any
          expert witness(es) together with a summary of their testimony;  a copy
          of all  documents  and a detailed  description  of any  property to be
          introduced  at the  hearing.  Under no  circumstances  will the use of
          interrogatories,  requests for admission,  requests for the production
          of documents or the taking of  depositions be permitted.  However,  in
          the event of the designation of any expert witness(es),  the following
          will  occur:  (a) all  information  and  documents  relied upon by the
          expert  witness(es)  will be delivered to the opposing party,  (b) the
          opposing party will be permitted to depose the expert witness(es), (c)
          the opposing  party will be permitted  to  designate  rebuttal  expert
          witness(es),  and (d) the arbitration hearing will be continued to the
          earliest possible date that enables the foregoing limited discovery to
          be accomplished.


                                     - 12 -

<PAGE>



     28.4 Exemplary or Punitive  Damages.  The  Arbitrator(s)  will not have the
          authority to award exemplary or punitive damages.


     28.5 Confidentiality  of Awards.  All  arbitration  proceedings,  including
          testimony or evidence at hearings, will be kept confidential, although
          any award or order rendered by the arbitrator(s) pursuant to the terms
          of this  Agreement  may be entered as a judgment or order in any state
          or federal  court and may be  confirmed  within the  federal  judicial
          district  which  includes the residence of the party against whom such
          award or order  was  entered.  This  Agreement  concerns  transactions
          involving commerce among the several states.  The Federal  Arbitration
          Act, Title 9 U.S.C. Sections 1 et seq., as amended ("FAA") will govern
          all arbitration(s) and confirmation proceedings hereunder.

     28.6 Prejudgment and Provisional Remedies. Nothing herein will be construed
          to  prevent  DFS'  or  Dealer's  use  of   bankruptcy,   receivership,
          injunction,    repossession,    repletion,    claim   and    delivery,
          sequestration,  seizure,  attachment,  foreclosure,  dation and/or any
          other  prejudgment  or  provisional  action or remedy  relating to any
          Collateral  for any current or future debt owed by either party to the
          other. Any such action or remedy will not waive DFS' or Dealer's right
          to compel arbitration of any Dispute.

     28.7 Attorneys'  Fees.  If either Dealer or DFS brings any other action for
          judicial  relief  with  respect to any  Dispute  (other than those set
          forth in Section 28.6),  the party bringing such action will be liable
          for and  immediately  pay all of the other  party's costs and expenses
          (including  attorneys'  fees)  incurred to stay or dismiss such action
          and remove or refer such Dispute to  arbitration.  If either Dealer or
          DFS  brings or  appeals  an action to vacate or modify an  arbitration
          award and such party does not  prevail,  such party will pay all costs
          and expenses,  including  attorneys' fees, incurred by the other party
          in  defending  such  action.  Additionally,  if  Dealer  sues  DFS  or
          institutes any arbitration claim or counterclaim  against DFS in which
          DFS is the  prevailing  party,  Dealer will pay all costs and expenses
          (including attorneys' fees) incurred by DFS in the course of defending
          such action or proceeding.

     28.8 Limitations.  Any arbitration proceeding must be instituted:  (a) with
          respect to any Dispute for the  collection  of any debt owed by either
          party to the  other,  within  two (2)  years  after  the date the last
          payment was received by the instituting party; and (b) with respect to
          any other  Dispute,  within two (2) years after the date the  incident
          giving rise thereto occurred,  whether or not any damage was sustained
          or capable of  ascertainment  or either  party knew of such  incident.
          Failure to institute an arbitration proceeding within such period will
          constitute  an  absolute  bar and  waiver  to the  institution  of any
          proceeding, whether arbitration or a court proceeding, with respect to
          such Dispute.

     28.9 Survival  After  Termination.  The agreement to arbitrate will survive
          the termination of this Agreement.

                                     - 13 -

<PAGE>




29.  INVALIDITY/UNENFORCEABILITY  OF BINDING  ARBITRATION.  IF THIS AGREEMENT IS
     FOUND TO BE NOT SUBJECT TO ARBITRATION,  ANY LEGAL  PROCEEDING WITH RESPECT
     TO ANY  DISPUTE  WILL BE TRIED IN A COURT OF  COMPETENT  JURISDICTION  BY A
     JUDGE WITHOUT A JURY. DEALER AND DFS WAIVE ANY RIGHT TO A JURY TRIAL IN ANY
     SUCH PROCEEDING.

30.  Governing  Law.  Dealer  acknowledges  and  agrees  that this and all other
     agreements between Dealer and DFS have been substantially  negotiated,  and
     will be  substantially  performed,  in the state of  FLORIDA.  Accordingly,
     Dealer  agrees that all  Disputes  will be governed  by, and  construed  in
     accordance with, the laws of such state,  except to the extent inconsistent
     with  the  provisions  of the  FAA  which  shall  control  and  govern  all
     arbitration proceedings hereunder.

     IN WITNESS  WHEREOF,  Dealer and DFS have executed this Agreement as of the
date first set forth hereinabove.

THIS CONTRACT  CONTAINS  BINDING  ARBITRATION,  JURY WAIVER AND PUNITIVE  DAMAGE
WAIVER PROVISIONS.



DEUTSCHE FINANCIAL SERVICES                    FEATHERLITE MFG., INC.
   CORPORATION


By: /s/ David O'Hare                           By: /s/ Conrad Clement
Print Name: David O'Hare                       Print Name:  Conrad Clement
Title: Credit Manager                          Title: President


                                               ATTEST:

                                               /s/ Gary Ihrke
                                                   (Assistant) Secretary
                                               Print Name: Gary Ihrke



                                     - 14 -