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<page> [Logo] January 26, 2000 Track 'N Trail Daniel J. Nahmens 4961-A Windplay Drive El Dorado Hills Ca 95762 "Re Second Amendment ("Amendment") to the Loan Agreement Dated October 4, 1999 ( All Prior Amendments, This Amendment, and the Loan Agreement Together Called the "Agreement"). Dear Daniel J. Nahmens: In Reference to the Agreement Defined Above Between Union Bank of California, N.A. ("Bank") and Track 'N Trail ("Borrower"), the Bank and Borrower Desire to Amended the Agreement. Capitalized Terms Used Herein Which Are Not Otherwise Defined Shall Have the Meaning Given Them in the Agreement. Amendment to Agreement (A) Section 1.1.1 the Revolving Line, of the Agreement Is Hereby Amended by Substituting the Amount "Twenty Million Dollars" ($20,000,000.00)" for the Amount "Twenty Five Million Dollars" ($25,000,000.00)." Except as Specifically Amended Hereby, the Agreement Shall Remain in Full Force and Effect and Is Hereby Ratified and Confirmed. This Amendment Shall Not Be a Waiver of Any Existing or Future Default or Breach of a Condition to Covenant Unless Specified Herein. This Amendment Shall Become Effective When the Bank Shall Have Received the Acknowledgement Copy of the Amendment Executed by the Borrower. Very Truly Yours, /S/ Randy Lambert Union Bank of California, N.A. Randy Lambert Vice President <page> [Logo] Page 2 Track 'N Trail Second Amendment Agreed to and Accepted Track 'N Trail By: /S/ David L. Suechting, Jr. By: /S/ Daniel J. Nahmens David L. Suechting, Jr. Cob Daniel J. Nahmens, CFO Overland Management Corporation By: /S/ David L. Suechting, Jr. By: /S/ Daniel J. Nahmens David L. Suechting, Jr. Cob Daniel J. Nahmens, CFO Nevin's Eagles Nest, Inc. By: /S/ David L. Suechting, Jr. By: /S/ Daniel J. Nahmens David L. Suechting, Jr. Cob Daniel J. Nahmens, CFO
