INVENTORY FINANCE AGREEMENT

                                     BETWEEN

                           WINNEBAGO INDUSTRIES, INC.

                                       AND

         GREEN TREE FINANCIAL SERVICING CORPORATION (AND ITS AFFILIATES)





         This Agreement ("Agreement") is dated as on this 26th day of November,

1997, and is by and between Winnebago Industries, Inc., Forest City, Iowa,

("Winnebago") and Green Tree Financial Servicing Corporation, Alpharetta,

Georgia, and its affiliates ("Green Tree"). The terms of this Agreement are as

follows:



PARAGRAPH 1.

Currently, many recreational vehicle dealers who sell inventory manufactured,

distributed, sold by, or bearing the names of Winnebago and/or Itasca

("Winnebago Inventory") receive financing from NationsCredit Commercial Finance,

Inc. ("Nations") through a finance program known as Winnebago Acceptance

Corporation ("WAC"). These dealers are defined as the "WAC Dealers". Green Tree

desires to make reasonable efforts to identify WAC Dealers and to "buyout" or

take an assignment of rights from Nations with respect to these dealer's

Winnebago Inventory.



PARAGRAPH 2.

Green Tree agrees that it will conduct a thorough credit review of each WAC

Dealer, providing however that each WAC Dealer gives its consent to such credit

review. The results of this credit review shall be communicated to Winnebago in

the form of a report of which WAC Dealers are approved by Green Tree in its sole

discretion for financing. These approved WAC Dealers, together with each dealer

of Winnebago Inventory that Green Tree independently evaluates for financing,

and, in its sole discretion finds credit worthy and approves for financing, and

which dealers desire to obtain financing from Green Tree, are defined as

"Eligible Dealers".



PARAGRAPH 3.

Green Tree agrees that effective with the signing of this Agreement, it will

provide Eligible Dealers with the following financial program, and Winnebago

agrees that it will provide Green Tree with the following discounts and

subsidies:



         STOCKING PROGRAM - NEW INVENTORY



         See Attachment A



         STOCKING PROGRAM - EXISTING DEALER INVENTORY



         Day 1 to Day 365:         Prime rate (Prime as published in the Wall

                                   Street Journal)

         Curtailments:             10% at 365 days from original invoice date

         Final Maturity:           365 days from acquisition date



         RENTAL PROGRAM



         Day 1 to Day 730:         Prime + 1.25% when total dealer outstandings

                                   exceed $750,000

                                   Prime + 1.75% when total dealer outstandings

                                   are $750,000 or less

         Curtailments:             As agreed to between Green Tree and Eligible

                                   Dealer

         Max. Mileage Allowance:   30,000



Provided however that Green Tree may terminate any dealer's status as an

Eligible Dealer, as well as terminate or modify any dealer's financing at any

time, and in its sole discretion.



{PAGE}





PARAGRAPH 4.

Green Tree agrees that effective with the signing of this Agreement, it will

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