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                                 June 25, 1996



Mr. Kenneth Guerrini
Gander Mountain, Inc.
P. O. Box 128
Wilmot, WI  53192

     Re: Gander Mountain, Inc.

Dear Mr. Guerrini:

     We are writing as agent (the "Agent") for Bank One, Milwaukee, National
Association, Firstar Bank Milwaukee, N.A., LaSalle National Bank, NBD Bank,
formerly known as NBD Bank, N.A. and Harris Trust and Savings Bank
(collectively, the "Banks") in connection with the Third Amended and Restated
Revolving Credit and Term Loan Agreement dated as of November 22, 1994 and
amended by First Amendment to Third Amended and Restated Revolving Credit and
Term Loan Agreement dated August 18, 1995, Eleventh Amendment to Third Amended
and Restated Revolving Credit and Term Loan Agreement dated May 17, 1996,
Twelfth Amendment to Third Amended and Restated Revolving Credit and Term Loan
Agreement dated June 14, 1996 and Letter Agreement dated June 21, 1996
(collectively, the "Loan Agreement") among Agent, the Banks and Gander
Mountain, Inc. (the "Borrower").

     The Borrower has requested that the Banks waive the June 25 date for
entering into a contract for sale of Borrower's and its Subsidiaries' assets as
contained in section 1.87 of the Loan Agreement.  In connection with such
request, the Borrower has informed the Agent that Borrower does not have need
for any loan advances that would cause the aggregate principal amount
outstanding to exceed $29,600,000 hereafter.

     On behalf of the Banks, the Agent hereby agrees, effective upon the
Agent's receipt of a copy of this letter signed by Borrower in the space
provided below, that the requirement that Borrower and its Subsidiaries enter
into a contract for sale of substantially all of the assets of Borrower and its
Subsidiaries satisfactory to Borrower and Banks on or before June 25, 1996 is
hereby waived.  By signing below, Borrower agrees that the total principal
amount outstanding

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under the Loan Agreement shall not exceed $29,600,000 on or after the date
hereof, and that Borrower shall comply with all other terms and conditions of
the Loan Agreement.


                                     Very truly yours,




                                     Errol D.  Barnett
                                     Vice President


Acknowledged and Agreed to this ___ day of June, 1996.

Gander Mountain, Inc.




By:  ____________________________
     Kenneth Guerrini