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                      SECOND AMENDMENT TO CREDIT AGREEMENT


This Amendment is made as of the 4th day of November, 1996 by and between The
Sportsman's Guide, Inc., a Minnesota corporation (the "Borrower"), and Norwest
Business Credit, Inc., a Minnesota corporation (the "Lender").

                                    Recitals

The Borrower and the Lender have entered into the Credit and Security Agreement
dated as of May 17, 1996, as amended (the "Credit Agreement").

The Lender has agreed to make certain loan advances to the Borrower and to cause
to be issued certain letters of credit for the account of the Borrower pursuant
to the terms and conditions set forth in the Credit Agreement.

The loan advances under the Credit Agreement are evidenced by the Borrower's
revolving note dated as of October 18, 1996, in the maximum principal amount of
$11,500,000 and payable to the order of the Lender (the "Note").

All indebtedness of the Borrower to the Lender is secured pursuant to the terms
of the Credit Agreement and all other Security Documents as defined therein
(collectively, the "Security Documents").

The Borrower has requested that certain amendments be made to the Credit
Agreement, which the Lender is willing to make pursuant to the terms and
conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, it is agreed as follows:

1.   Terms used in this Amendment which are defined in the Credit Agreement
shall have the same meanings as defined therein, unless otherwise defined
herein.

2.   The Credit Agreement is hereby amended as follows:

     (a)    Section 1.1 of the Credit Agreement is hereby amended by deleting
     from said Section the definitions of "Banc One L/C" and "Banc One L/C
     Amount" and replacing the same with the following definitions of "Computer
     Sales L/C" and "Computer Sales L/C Amount":

            "Computer Sales L/C" has the meaning specified in Section 2.3a
            hereof.

            "Computer Sales L/C Amount" means the aggregate outstanding face
            amount of the Computer Sales L/C.


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     (b)    Section 2.3a of the Credit Agreement is hereby amended by deleting
     said section in its entirety and replacing the same with the following:

            "2.3a ISSUANCE OF COMPUTER SALES LETTER OF CREDIT.  The Lender
            agrees, on or before November 15, 1996, and on the terms and subject
            to the conditions herein set forth, to cause to be issued by an
            Issuer a standby letter of credit for the account of the Borrower in
            favor of Computer Sales International, Inc. (the "Computer Sales
            L/C") with a face amount not to exceed the lesser of (a) $185,000 or
            (b) the Borrowing Base less the sum of (i) all outstanding and
            unpaid Advances hereunder, plus (ii) 50% of the L/C Amount, plus
            (iii) the Computer Sales L/C Amount; provided, however, that in no
            event shall the sum of the Advances plus the L/C Amount plus the
            Computer Sales L/C Amount at any time exceed the Commitment.  The
            Computer Sales L/C shall be issued with an expiry date no later than
            May 10, 1998.  The Computer Sales L/C shall be issued pursuant to a
            separate L/C Application entered into by the Borrower and the Lender
            as co-applicants for the benefit of the Issuer, completed in a
            manner satisfactory to the Lender and the Issuer.  The terms and
            conditions of such L/C Application shall supplement the terms and
            conditions hereof, but in the event of inconsistency between the
            terms of such L/C Application and the terms hereof, the terms hereof
            shall control.  The provisions of Sections 2.4, 2.5, 2.6, 2.7, 2.9
            hereof shall apply to the Computer Sales L/C in the same manner as
            the same apply to Letters of Credit and, without limiting the
            generality of the foregoing, the definition of "Obligation of
            Reimbursement" set forth in Section 2.4 (a) hereof shall include the
            Borrower's obligation to pay to the Lender a sum equal to all
            amounts drawn under the Computer Sales L/C plus any and all
            reasonable charges and expenses that the Issuer or the Lender may
            pay or incur relative to such draw, plus interest on such amounts,
            charges and expenses as set forth in Section 2.4 (b)."

     (c)    Section 2.9(c) of the Credit Agreement is hereby amended by
     inserting the phrase "plus the Computer Sales L/C Amount" immediately after
     the term "L/C Amount" in the fourth line of said Section, and deleting the
     phrase "plus the Bank One L/C Amount" therefrom.

     (d)    Section 2.10 of the Credit Agreement is hereby amended by inserting
     the phrase "plus the Computer Sales L/C Amount" immediately after the term
     "L/C Amount" in the second and fourth lines of said Section, and deleting
     the phrase "plus the Bank One L/C Amount" therefrom..

     (e)    Section 2.14 of the Credit Agreement is hereby amended by inserting
     the phrase "and the Computer Sales L/C" immediately after the term "Letters
     of Credit" in the third and eighth lines of said Section, and deleting the
     phrase "and the Banc One L/C" therefrom.


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     (f)    Section 2.16 (c) of the Credit Agreement is hereby amended by
     deleting said Section in its entirety and replacing the same with the
     following:

            "(c) The Borrower agrees to pay the Lender a commission with
            respect to (i) each Letter of Credit, if any, accruing on a daily
            basis and computed at the annual rate of two percent (2%) of the
            available amount of such Letter of Credit (as it may be changed from
            time to time), and (ii) the Computer Sales L/C, accruing on a daily
            basis and computed at the annual rate of three percent (3%) of the
            Computer Sales L/C Amount, in each case from and including the date
            of issuance thereof until such date as such Letter of Credit or the
            Computer Sales L/C, as the case may be, shall terminate by its
            terms, payable in arrears, and prorated for any part of a full
            calendar year in which such Letter of Credit or the Computer Sales
            L/C, as the case may be, remains outstanding.  The foregoing
            commissions shall be in addition to any and all fees and charges of
            any Issuer of a Letter of Credit and/or the Computer Sales L/C with
            respect thereto or in connection therewith."

     (g)    Section 2.16 (d) of the Credit Agreement is hereby amended by
     deleting said Section in its entirety and replacing the same with the
     following:

            "(d) The Borrower agrees to pay the Lender, on written demand, the
            administrative fees charged by the Issuer in connection with the
            honoring of drafts under the Computer Sales L/C and any Letter of
            Credit, amendments thereto, transfers thereof and all other activity
            with respect to the Computer Sales L/C and/or the Letters of 
            Credit."

3.   Except as explicitly amended by this Amendment, all of the terms and
conditions of the Credit Agreement shall remain in full force and effect and
shall apply to any advance or letter of credit thereunder.

4.   This Amendment shall be effective upon receipt by the Lender of an executed
original hereof, together with the following, in substance and form acceptable
to the Lender in its sole discretion:

     (a)    Certificate of the Secretary of the Borrower certifying as to (i)
     the resolutions of the board of directors of the Borrower approving the
     execution and delivery of this Amendment, (ii) the fact that the Articles
     of Incorporation and Bylaws of the Borrower, which were certified and
     delivered to the Lender pursuant to the Certificate of the Borrower's
     Secretary dated as of May 17, 1996 in connection with the execution and
     delivery of the Credit Agreement continue in full force and effect and have
     not been amended or otherwise modified except as set forth in the
     Certificate to be delivered, and (iii) certifying that the officers and
     agents of the Borrower who have been certified to the Lender, pursuant to
     the Certificate of the Borrower's Secretary dated as of May 17, 1996, as
     being authorized to sign and to act on behalf of the Borrower continue to
     be so


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     authorized or setting forth the sample signatures of each of the officers
     and agents of the Borrower authorized to execute and deliver this Amendment
     and all other documents, agreements and certificates on behalf of the
     Borrower.

5.   The Borrower hereby represents and warrants to the Lender as follows:

     (a)    The Borrower has requisite power and authority to execute this
     Amendment and to perform all of its obligations hereunder, and this
     Amendment has been duly executed and delivered by the Borrower and
     constitutes the legal, valid and binding obligation of the Borrower,
     enforceable in accordance with its terms.

     (b)    The execution, delivery and performance by the Borrower of this
     Amendment has been duly authorized by all necessary corporate action and do
     not (i) require any authorization, consent or approval by any governmental
     department, commission, board, bureau, agency or instrumentality, domestic
     or foreign, (ii) violate any provision of any law, rule or regulation or of
     any order, writ, injunction or decree presently in effect, having
     applicability to the Borrower, or the articles of incorporation or by-laws
     of the Borrower, or (iii) result in a breach of or constitute a default
     under any indenture or loan or credit agreement or any other agreement,
     lease or instrument to which the Borrower is a party or by which it or its
     properties may be bound or affected.

     (c)    All of the representations and warranties contained in Article V of
     the Credit Agreement are correct on and as of the date hereof as though
     made on and as of such date, except to the extent that such representations
     and warranties relate solely to an earlier date.

6.   All references in the Credit Agreement to "this Agreement" shall be deemed
to refer to the Credit Agreement as amended hereby; and any and all references
in the Security Documents to the Credit Agreement shall be deemed to refer to
the Credit Agreement as amended hereby.

7.   The execution of this Amendment and any documents related hereto shall not
be deemed to be a waiver of any Default or Event of Default under the Credit
Agreement or breach, default or event of default under any Security Document or
other document held by the Lender, whether or not known to the Lender and
whether or not existing on the date of this Amendment.

8.   The Borrower hereby absolutely and unconditionally releases and forever
discharges the Lender, and any and all participants, parent corporations,
subsidiary corporations, affiliated corporations, insurers, indernnitors,
successors and assigns thereof, together with all of the present and former
directors, officers, agents and employees of any of the foregoing, from any and
all claims, demands or causes of action of any kind, nature or description,
whether arising in law or equity or upon contract or tort or under any state or
federal law or otherwise, which the Borrower has had, now has or has made claim
to have against any such person for or by reason of any act, omission, matter,
cause or thing whatsoever arising from the beginning of


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time to and including the date of this Amendment, whether such claims, demands
and causes of action are matured or unmatured or known or unknown.

9.   The Borrower hereby reaffirms its agreement under the Credit Agreement to
pay or reimburse the Lender on demand for all costs and expenses incurred by the
Lender in connection with the Credit Agreement, the Security Documents and all
other documents contemplated thereby, including without limitation all
reasonable fees and disbursements of legal counsel.  Without limiting the
generality of the foregoing, the Borrower specifically agrees to pay all fees
and disbursements of counsel to the Lender for the services performed by such
counsel in connection with the preparation of this Amendment and the documents
and instruments incidental hereto.  The Borrower hereby agrees that the Lender
may, at any time or from time to time in its sole discretion and without further
authorization by the Borrower, make a loan to the Borrower under the Credit
Agreement, or apply the proceeds of any loan, for the purpose of paying any such
fees, disbursements, costs and expenses.

10.  This Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original and all of which
counterparts, taken together, shall constitute one and the same instrument.


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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and year first above written.

                                        The Sportsman's Guide, Inc.


                                        By: /s/ CHARLES LINGEN
                                            ---------------------------------
                                              Its: Secretary
                                                   ---------------------------


                                        Norwest Business Credit, Inc.


                                        By: /s/ WARREN LINDEMAN
                                            ---------------------------------
                                              Its: AVP
                                                   ---------------------------


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