EIGHTH AMENDMENT TO SECURED CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO SECURED CREDIT AGREEMENT ("Amendment") is made and entered into as of the 30th day of March, 2011, by and among Cycle Country Accessories Corporation, an Iowa corporation and Cycle Country Accessories Corp., a Nevada corporation (collectively, the "Borrowers") and Bank Midwest, an Iowa state bank ("Lender").

NOW, THEREFORE, in consideration of the Recitals and the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first set forth above.

Except as defined below, all capitalized terms used herein shall have the meanings given them in that certain Secured Credit Agreement by and between Cycle Country Accessories Corporation and Cycle Country Accessories Corp. as Borrowers and Bank Midwest Minnesota Iowa, N.A. as Lender, dated as of August 21, 2001 as amended by the First Amendment to Secured Credit Agreement dated as of July 22, 2002, a Second Amendment to Secured Credit Agreement dated as of May 30, 2003, a Third Amendment to Secured Credit Agreement dated as of June 25, 2003, a Fourth Amendment to Secured Credit Agreement dated as of January 1, 2005, a Fifth Amendment to Secured Credit Agreement dated as of April 29, 2005, a Sixth Amendment to Secured Credit Agreement dated as of April 28, 2006, a Seventh Amendment and Waiver dated as of January 17, 2011, and an Eighth Amendment dated as of March 30, 2011 (the "Eighth Amendment").

The undersigned have heretofore executed and delivered to the Lender a Guaranty Agreement. The undersigned hereby consents to the Eighth Amendment to the Secured Credit Agreement and confirms that the Guaranty Agreement executed and delivered by it and all of the undersigned's obligations thereunder remain in full force and effect and, without limiting the foregoing, the undersigned acknowledges and agrees that notwithstanding the execution and delivery of the Eighth Amendment, the Guaranty Agreement executed and delivered by the undersigned to the Lender remains in full force and effect and the rights and remedies of the Lender, the obligations by the undersigned thereunder remain in full force and effect and shall not be effected, impaired or discharged by reason of the Eighth Amendment. The undersigned further agrees that the consent of the undersigned to any further amendments to the Secured Credit Agreement shall not be required as a result of this consent having been obtained.

          I, Robert Davis, do hereby certify that I am the duly elected, qualified and acting Secretary of Cycle Country Accessories Corporation, an Iowa corporation, and Cycle Country Accessories Corp., a Nevada corporation (collectively, the "Borrowers"), and as such, I am familiar with the facts herein certified and am duly authorized to certify the same and do hereby further certify that:

          1. This certificate is being delivered in connection with the Eighth Amendment to Secured Credit Agreement dated as of March 30, 2011 (the "Amendment") among the Borrowers and the Lender.

          2. The person listed below is a duly elected officer of each of the Borrowers, duly authorized by each of the Borrowers, acting alone, to execute and deliver, on behalf of each of the Borrowers, the Amendment and any other agreements, documents, certificates, reaffirmations, regulatory filings or instruments in connection therewith, and are at present holding the office indicated opposite each of their names:

          3. A true and correct copy of resolutions duly and unanimously adopted by the unanimous written consent of the directors of each Borrower are attached as Exhibit A and Exhibit B hereto. Such resolutions were adopted in accordance with each respective Borrower's Articles of Incorporation and Bylaws and constitute the only action taken by the Borrowers' directors or any committee thereof with respect to the subject matter thereof. Such resolutions have not been amended, modified or rescinded and are in full force and effect on the date hereof.

          BE IT RESOLVED, that Robert Davis, the interim Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer of the Cycle Country Accessories Corp., a Nevada corporation (the "Corporation") and its wholly owned subsidiary, Cycle Country Accessories Corporation, an Iowa corporation (the "Subsidiary") (the Corporation and the Subsidiary are collectively hereinafter referred to as the "Borrowers"), or any other person who may hereafter be designated in writing by the Chief Executive Officer (each such person being hereinafter referred to as a "Designated Person"), is hereby authorized, directed and empowered now and from time to time hereafter to make, execute and deliver for and on behalf of and in the name of the Borrowers such agreements, instruments and documents, including, but not limited to, a Eighth Amendment to Secured Credit Agreement, dated March 30, 2011 among the Borrowers and Bank Midwest, an Iowa state bank (the "Lender") substantially in the form of the Eighth Amendment to Secured Credit Agreement reviewed by the Directors of the Corporation, except for such changes, additions and deletions as to any or all of the terms or provisions thereof as the officer executing the Eighth Amendment to Secured Credit Agreement on behalf of the Borrowers shall deem proper, and the other agreements, notes, schedules of accounts, designations of inventory, real estate, mortgages, trust deeds, assignments, certificates, reports, bills of sale, leases, contracts, conditional sale contracts, guaranties, subordination and stand-by agreements, pledge agreements, assignments of beneficial interest in any real or personal property, and other such agreements, instruments and documents (all and each of the foregoing agreements, instruments and documents are hereinafter referred to as the "Loan Documents") with or for the benefit of the Lender, as he/she may in his/her sole discretion deem advisable, necessary, expedient, convenient or proper, providing for and evidencing various financial arrangements with and obligations to the Lender, including, without limitation, the borrowing of monies by the Borrowers and, as security therefor, to sell, transfer, lease, assign, mortgage, pledge or grant a security interest in and lien upon all of the Borrower's now existing and/or owned and hereafter arising and/or acquired property or assets, whether real, personal or mixed, tangible or intangible, including, without limitation, all of the Borrower's: accounts, contract rights, instruments, documents, general intangibles, inventory, equipment, fixtures, vehicles, real property owned and/or leased by the Borrowers, insurance policies, raw materials, work in process, supplies, rights, privileges, franchises, certificates of public convenience and necessity, good will of the Corporation, customer lists, routes, trademarks, trade names, copyrights, processes, formulae, patents, patent applications, patent rights, licenses, inventions, and all of the rents, issues and profits of said property, conditional sales or title retention contracts, leases, guaranties, agreements, purchase orders, chattels, intangible rights, chattel mortgages, real estate, real estate mortgages, trust deeds, land contracts, agreements for Warranty Deed or for purchase of real estate, certificates of beneficial interest in or to trusts or land trusts, contracts, notes, drafts, trade acceptances, liens, obligations, evidences of indebtedness, judgments, warehouse receipts, bills of lading, trust receipts, and choses in action and all proceeds and products of the foregoing property and interests in property;

          BE IT FURTHER RESOLVED, that the Loan Documents may contain such provisions, terms, conditions, covenants, warranties and representations as any Designated Person may in his/her sole discretion deem advisable, necessary or expedient;

          BE IT FURTHER RESOLVED, that any Designated Person is hereby authorized, directed and empowered for and on behalf of and in the name of the Borrowers now and from time to time hereafter, as he/she in his/her sole discretion dcems advisable, necessary, expedient, convenient or proper, to: (a) borrow monies from the Lender; (b) execute and deliver to the Lender such agreements, instruments and documents as the Lender may request or require to effectuate the purpose and intent of the Loan Documents or these resolutions; (c) amend, modify, alter, extend, renew or otherwise change any of the provisions, terms, conditions, covenants, guaranties or representations contained in the Loan Documents; and (d) execute and deliver to the Lender any direction or authorization for the application, payment, transfer, receipt or other disposition of any property, real or personal, belonging to the Borrowers;

          BE IT FURTHER RESOLVED, that any Designated Person is hereby authorized, directed and empowered to do and perform all acts and things he/she deems advisable, necessary, expedient, convenient or proper in order to consummate fully all of the transactions contemplated under the Loan Documents or these resolutions;

          BE IT FURTHER RESOLVED, that in order to facilitate borrowings of the Borrowers from the Lender under the terms of the Loan Documents, pursuant to which it is or will be required that a number of reports including, without limitation, a report of loan balances and confirmation of advances theretofore requested, borrowing base certificates, collection reports, inventory certification reports, accounts receivable agings and accounts payable agings, be periodically supplied to the Lender, it is in the best interest of the Borrowers to provide to the Lender a list of employees of the Borrowers which are authorized to sign any such reports on behalf of the Borrowers, along with examples of such employees' signatures;

          BE IT FURTHER RESOLVED, that in order to accomplish the resolutions hereinabove stated, the Chief Executive Officer and Chief Financial Officer of this Corporation, and each of them, is hereby authorized to sign any such reports on behalf of the Borrowers, and further, the Chief Executive Officer is hereby authorized to designate in writing to the Lender from time to time any other persons authorized to sign such reports, and to delete any persons theretofore authorized, or add other persons not theretofore authorized, and to cause examples of any such persons' signatures to be delivered to the Lender;

          BE IT FURTHER RESOLVED, that the Chief Executive Officer and Chief Financial Officer of this Corporation and any other person or persons which the Chief Executive Officer may from time to time designate in writing to the Lender, are each authorized to make requests for borrowings, including, without limitation, telephonic requests for borrowings, under the Loan Documents on behalf of the Borrowers and the Lender is hereby authorized to honor such requests of the Chief Executive Officer, Chief Financial Officer, or of any person so designated by the Chief Executive Officer, until such time as the Lender is notified in writing by this Corporation of the election of a new chief executive officer or of the revocation of the authorization of any person designated by the Chief Executive Officer to make such requests for borrowings under the Loan Documents;

          BE IT FURTHER RESOLVED, that by adopting the above resolutions, the Directors of this Corporation hereby ratify, approve and confirm any and all acts and things that any Designated Person has done or may do in any way relating to or arising from or in connection with the Loan Documents and these resolutions and such acts and things of any Designated Person shall at all times receive full faith and credit by this Corporation without the necessity of inquiry by the Lender; and

          BE IT FURTHER RESOLVED, that (a) the authorizations herein set forth shall remain in full force and effect for the term of the Loan Documents and all renewal terms thereof; and (b) the Secretary or any Assistant Secretary of this Corporation is hereby authorized and directed to certify to the Lender a copy of these resolutions.

          BE IT RESOLVED, that Robert Davis, the interim Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer of Cycle Country Accessories Corporation, an Iowa corporation (the "Corporation") and its parent corporation Cycle Country Accessories Corp., a Nevada corporation ("Parent") (the Corporation and the Parent are collectively hereinafter referred to as the "Borrowers"), or any other person who may hereafter be designated in writing by the Chief Executive Officer (each such person being hereinafter referred to as a "Designated Person"), is hereby authorized, directed and empowered now and from time to time hereafter to make, execute and deliver for and on behalf of and in the name of the Borrowers such agreements, instruments and documents, including, but not limited to, a Eighth Amendment to Secured Credit Agreement, dated March 30, 2011 among the Borrowers and Bank Midwest, Minnesota, Iowa, N.A. (the "Lender") substantially in the form of the Eighth Amendment to Secured Credit Agreement reviewed by the Directors of the Corporation, except for such changes, additions and deletions as to any or all of the terms or provisions thereof as the officer executing the Eighth Amendment to Secured Credit Agreement on behalf of the Borrowers shall deem proper, and the other agreements, notes, schedules of accounts, designations of inventory, real estate, mortgages, trust deeds, assignments, certificates, reports, bills of sale, leases, contracts, conditional sale contracts, guaranties, subordination and stand-by agreements, pledge agreements, assignments of beneficial interest in any real or personal property, and other such agreements, instruments and documents (all and each of the foregoing agreements, instruments and documents are hereinafter referred to as the "Loan Documents") with or for the benefit of the Lender, as he/she may in his/her sole discretion deem advisable, necessary, expedient, convenient or proper, providing for and evidencing various financial arrangements with and obligations to the Lender, including, without limitation, the borrowing of monies by the Borrowers and, as security therefor, to sell, transfer, lease, assign, mortgage, pledge or grant a security interest in and lien upon all of the Borrower's now existing and/or owned and hereafter arising and/or acquired property or assets, whether real, personal or mixed, tangible or intangible, including, without limitation, all of the Borrower's: accounts, contract rights, instruments, documents, general intangibles, inventory, equipment, fixtures, vehicles, real property owned and/or leased by the Borrowers, insurance policies, raw materials, work in process, supplies, rights, privileges, franchises, certificates of public convenience and necessity, good will of the Corporation, customer lists, routes, trademarks, trade names, copyrights, processes, formulae, patents, patent applications, patent rights, licenses, inventions, and all of the rents, issues and profits of said property, conditional sales or title retention contracts, leases, guaranties, agreements, purchase orders, chattels, intangible rights, chattel mortgages, real estate, real estate mortgages, trust deeds, land contracts, agreements for Warranty Deed or for purchase of real estate, certificates of beneficial interest in or to trusts or land trusts, contracts, notes, drafts, trade acceptances, liens, obligations, evidences of indebtedness, judgments, warehouse receipts, bills of lading, trust receipts, and choses in action and all proceeds and products of the foregoing property and interests in property;

          BE IT FURTHER RESOLVED, that the Loan Documents may contain such provisions, terms, conditions, covenants, warranties and representations as any Designated Person may in his/her sole discretion deem advisable, necessary or expedient;

          BE IT FURTHER RESOLVED, that any Designated Person is hereby authorized, directed and empowered for and on behalf of and in the name of the Borrowers now and from Lime to time hereafter, as he/she in his/her sole discretion deems advisable, necessary, expedient, convenient or proper, to: (a) borrow monies from the Lender; (b) execute and deliver to the Lender such agreements, instruments and documents as the Lender may request or require to effectuate the purpose and intent of the Loan Documents or these resolutions; (c) amend, modify, alter, extend, renew or otherwise change any of the provisions, terms, conditions, covenants, guaranties or representations contained in the Loan Documents; and (d) execute and deliver to the Lender any direction or authorization for the application, payment, transfer, receipt or other disposition of any property, real or personal, belonging to the Borrowers;

          BE IT FURTHER RESOLVED, that any Designated Person is hereby authorized, directed and empowered to do and perform all acts and things he/she deems advisable, necessary, expedient, convenient or proper in order to consummate fully all of the transactions contemplated under the Loan Documents or these resolutions;

          BE IT FURTHER RESOLVED, that in order to facilitate borrowings of the Borrowers from the Lender under the terms of the Loan Documents, pursuant to which it is or will be required that a number of reports including, without limitation, a report of loan balances and confirmation of advances theretofore requested, borrowing base certificates, collection reports, inventory certification reports, accounts receivable agings and accounts payable agings, be periodically supplied to the Lender, it is in the best interest of the Borrowers to provide to the Lender a list of employees of the Borrowers which are authorized to sign any such reports on behalf of the Borrowers, along with examples of such employees' signatures;

          BE IT FURTHER RESOLVED, that in order to accomplish the resolutions hereinabove stated, the Chief Executive Officer and Chief Financial Officer of this Corporation, and each of them, is hereby authorized to sign any such reports on behalf of the Borrowers, and further, the Chief Executive Officer is hereby authorized to designate in writing to the Lender from time to time any other persons authorized to sign such reports, and to delete any persons theretofore authorized, or add other persons not theretofore authorized, and to cause examples of any such persons' signatures to be delivered to the Lender;

          BE IT FURTHER RESOLVED, that the Chief Executive Officer and Chief Financial Officer of this Corporation and any other person or persons which the Chief Executive Officer may from time to time designate in writing to the Lender, are each authorized to make requests for borrowings, including, without limitation, telephonic requests for borrowings, under the Loan Documents on behalf of the Borrowers and the Lender is hereby authorized to honor such requests of the Chief Executive Officer, Chief Financial Officer, or of any person so designated by the Chief Executive Officer, until such time as the Lender is notified in writing by this Corporation of the election of a new chief executive officer or of the revocation of the authorization of any person designated by the Chief Executive Officer to make such requests for borrowings under the Loan Documents;

          BE IT FURTHER RESOLVED, that by adopting the above resolutions, the Directors of this Corporation hereby ratify, approve and confirm any and all acts and things that any Designated Person has done or may do in any way relating to or arising from or in connection with the Loan Documents and these resolutions and such acts and things of any Designated Person shall at all times receive full faith and credit by this Corporation without the necessity of inquiry by the Lender; and

          BE IT FURTHER RESOLVED, that (a) the authorizations herein set forth shall remain in lull force and effect for the term of the Loan Documents and all renewal terms thereof; and (b) the Secretary or any Assistant Secretary of this Corporation is hereby authorized and directed to certify to the Lender a copy of these resolutions.

          The undersigned being all of the members of the Board of Directors of Cycle Country Accessories Corp, a Nevada corporation (the "Corporation") do hereby in writing and without a meeting therefor unanimously adopt the following resolutions, effective as of March 30, 2011:

          BE IT RESOLVED, that Robert Davis, the interim Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer of the Cycle Country Accessories Corp., a Nevada Corporation (the "Corporation") and its wholly owned subsidiary, Cycle Country Accessories Corporation, an Iowa corporation (the "Subsidiary") (the Corporation and the Subsidiary are collectively hereinafter referred to as the "Borrowers"), or any other person who may hereafter be designated in writing by the Chief Executive Officer (each such person being hereinafter referred to as a "Designated Person"), is hereby authorized, directed and empowered now and from time to time hereafter to make, execute and deliver for and on behalf of and in the name of the Borrowers such agreements, instruments and documents, including, but not limited to, a Eighth Amendment to Secured Credit Agreement, dated March 30, 2011 among the Borrowers and Bank Midwest, an Iowa state bank (the "Lender") substantially in the form of the Eighth Amendment to Secured Credit Agreement reviewed by the Directors of the Corporation, except for such changes, additions and deletions as to any or all of the terms or provisions thereof as the officer executing the Eighth Amendment to Secured Credit Agreement on behalf of the Borrowers shall deem proper, and the other agreements, notes, schedules of accounts, designations of inventory, real estate, mortgages, trust deeds, assignments, certificates, reports, bills of sale, leases, contracts, conditional sale contracts, guaranties, subordination and stand-by agreements, pledge agreements, assignments of beneficial interest in any real or personal property, and other such agreements, instruments and documents (all and each of the foregoing agreements, instruments and documents are hereinafter referred to as the "Loan Documents") with or for the benefit of the Lender, as he/she may in his/her sole discretion deem advisable, necessary, expedient, convenient or proper, providing for and evidencing various financial arrangements with and obligations to the Lender, including, without limitation, the borrowing of monies by the Borrowers and, as security therefor, to sell, transfer, lease, assign, mortgage, pledge or grant a security interest in and lien upon all of the Borrower's now existing and/or owned and hereafter arising and/or acquired property or assets, whether real, personal or mixed, tangible or intangible, including, without limitation, all of the Borrower's: accounts, contract rights, instruments, documents, general intangibles, inventory, equipment, fixtures, vehicles, real property owned and/or leased by the Borrowers, insurance policies, raw materials, work in process, supplies, rights, privileges, franchises, certificates of public convenience and necessity, good will of the Corporation, customer lists, routes, trademarks, trade names, copyrights, processes, formulae, patents, patent applications, patent rights, licenses, inventions, and all of the rents, issues and profits of said property, conditional sales or title retention contracts, leases, guaranties, agreements, purchase orders, chattels, intangible rights, chattel mortgages, real estate, real estate mortgages, trust deeds, land contracts, agreements for Warranty Deed or for purchase of real estate, certificates of beneficial interest in or to trusts or land trusts, contracts, notes, drafts, trade acceptances, liens, obligations, evidences of indebtedness, judgments, warehouse receipts, bills of lading, trust receipts, and choses in action and all proceeds and products of the foregoing property and interests in property;

          BE IT FURTHER RESOLVED, that the Loan Documents may contain such provisions, terms, conditions, covenants, warranties and representations as any Designated Person may in his/her sole discretion deem advisable, necessary or expedient;

          BE IT FURTHER RESOLVED, that any Designated Person is hereby authorized, directed and empowered for and on behalf of and in the name of the Borrowers now and from time to time hereafter, as he/she in his/her sole discretion deems advisable, necessary, expedient, convenient or proper, to: (a) borrow monies from the Lender; (b) execute and deliver to the Lender such agreements, instruments and documents as the Lender may request or require to effectuate the purpose and intent of the Loan Documents or these resolutions; (c) amend, modify, alter, extend, renew or otherwise change any of the provisions, terms, conditions, covenants, guaranties or representations contained in the Loan Documents; and (d) execute and deliver to the Lender any direction or authorization for the application, payment, transfer, receipt or other disposition of any property, real or personal, belonging to the Borrowers;

          BE IT FURTHER RESOLVED, that any Designated Person is hereby authorized, directed and empowered to do and perform all acts and things he/she deems advisable, necessary, expedient, convenient or proper in order to consummate fully all of the transactions contemplated under the Loan Documents or these resolutions;

          BE IT FURTHER RESOLVED, that in order to facilitate borrowings of the Borrowers from the Lender under the terms of the Loan Documents, pursuant to which it is or will be required that a number of reports including, without limitation, a report of loan balances and confirmation of advances theretofore requested, borrowing base certificates, collection reports, inventory certification reports, accounts receivable agings and accounts payable agings, be periodically supplied to the Lender, it is in the best interest of the Borrowers to provide to the Lender a list of employees of the Borrowers which are authorized to sign any such reports on behalf of the Borrowers, along with examples of such employees' signatures;

          BE IT FURTHER RESOLVED, that in order to accomplish the resolutions hereinabove stated, the Chief Executive Officer and Chief Financial Officer of this Corporation, and each of them, is hereby authorized to sign any such reports on behalf of the Borrowers, and further, the Chief Executive Officer is hereby authorized to designate in writing to the Lender from time to time any other persons authorized to sign such reports, and to delete any persons theretofore authorized, or add other persons not theretofore authorized, and to cause examples of any such persons' signatures to be delivered to the Lender;

          BE IT FURTHER RESOLVED, that the Chief Executive Officer and Chief Financial Officer of this Corporation and any other person or persons which the Chief Executive Officer may from time to time designate in writing to the Lender, are each authorized to make requests for borrowings, including, without limitation, telephonic requests for borrowings, under the Loan Documents on behalf of the Borrowers and the Lender is hereby authorized to honor such requests of the Chief Executive Officer, Chief Financial Officer, or of any person so designated by the Chief Executive Officer, until such time as the Lender is notified in writing by this Corporation of the election of a new chief executive officer or of the revocation of the authorization of any person designated by the Chief Executive Officer to make such requests for borrowings under the Loan Documents;

          BE IT FURTHER RESOLVED, that by adopting the above resolutions, the Directors of this Corporation hereby ratify, approve and confirm any and all acts and things that any Designated Person has done or may do in any way relating to or arising from or in connection with the Loan Documents and these resolutions and such acts and things of any Designated Person shall at all times receive full faith and credit by this Corporation without the necessity of inquiry by the Lender; and

          BE IT FURTHER RESOLVED, that (a) the authorizations herein set forth shall remain in full force and effect for the term of the Loan Documents and all renewal terms thereof; and (b) the Secretary or any Assistant Secretary of this Corporation is hereby authorized and directed to certify to the Lender a copy of these resolutions.