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                      FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT (the "Amendment") dated as of February 1st, 1999 is 
between THE SPORTSMAN'S GUIDE, INC. (the "Borrower"), NORWEST BANK MINNESOTA, 
NATIONAL ASSOCIATION ("Norwest") and M&I MARSHALL & ILSLEY BANK ("M&I") (M&I 
and Norwest each referred to herein as a "Bank" and collectively as "Banks"), 
and Norwest as agent for the Banks (in such capacity, the "Agent").

BACKGROUND

The Borrower and the Banks entered into a Credit Agreement (the "Agreement") 
dated June 26, 1998, pursuant to which the Banks extended to the Borrower a 
$20,000,000.00 revolving line of credit (the "Line").

The Borrower has requested that the Banks modify the covenant contained in 
Section 7.2 of the Agreement as described herein. The Banks are willing to 
grant this request subject to the terms and conditions of this First 
Amendment. Capitalized terms not otherwise defined in this First Amendment 
shall have the meaning given them in the Agreement.

In consideration of the premises, the Banks and the Borrower agree that the 
Agreement is hereby amended as follows:

1.   Section 2.5 of the Agreement is hereby deleted in its entirety and 
     restated as follows:

     2.5  INTEREST RATES.  (a)  Interest on that portion of the outstanding 
     principal of the Revolving Notes comprised of Base Rate Borrowings shall 
     be calculated at an annual rate equal to the Base Rate in effect from 
     time to time less one-half of one percent (0.50%) (PROVIDED, that such 
     deduction from the Base Rate shall decrease to 0.30% for the period from 
     February 1, 1999 until the later of February 1, 2000 or the receipt by 
     the Banks of a Compliance Certificate showing net income of the Borrower 
     of not less than $2,000,000 on a rolling four-quarters basis), and shall 
     change as and when the Base Rate changes. Interest shall be calculated 
     on the basis of the actual number of days elapsed in a year of 360 days.

     (b)  Interest on the unpaid principal of LIBOR Borrowings shall be 
     calculated for each Interest Period at a fixed annual rate equal to the 
     sum of the Reserve Adjusted LIBOR Rate determined for such Interest 
     Period plus one and eight-tenths percent (1.80%) (PROVIDED, that such 
     margin shall increase to 2.00% for the period from February 1, 1999 
     until the later of February 1, 2000 or the receipt by the Banks of a 
     Compliance Certificate showing net income of the Borrower of not less 
     than $2,000,000 on a rolling four-quarters basis). Interest shall be 
     calculated on the basis of the actual number of days elapsed in a year 
     of 360 days.

2.   Section 2.11 (b) of the Agreement is hereby deleted in its entirety and 
     restated as follows:

     (b)  FEES AND EXPENSES.  The Borrower shall pay to the Agent a credit 
     fee of 1.80% (PROVIDED, that such fee shall increase to 2.00% for the 
     period from February 1, 1999 until the later of February 1, 2000 or the 
     receipt by the Banks of a Compliance Certificate showing net income of 
     the Borrower of not less than $2,000,000 on a rolling four-quarters 
     basis) per annum on the face amount of each Standby L/C, and calculated 
     on the basis of actual days elapsed in a 360-day year, with a minimum 
     fee of $300.00. The Service Fee and a $300.00 minimum fee shall be 
     retained by the Agent and the balance shall be paid

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     by the Agent to the Banks according to their respective Line 
     Percentages. This fee shall be paid in advance and is in addition to all 
     other fees or expenses provided for in the L/C Application, which shall 
     be for the account of the Agent.

3.   Section 2.12(b) of the Agreement is hereby deleted in its entirety and 
     restated as follows:

     (b)  FEES AND EXPENSES.  The Agent's standard operational charges and 
     fees will be charged for each Documentary L/C and shall be for the 
     account of the Agent. In addition, the Borrower shall pay to the Agent 
     a credit fee of 1.80% per annum on the face amount of each Documentary 
     L/C and time draft (PROVIDED, that such fee shall increase to 2.00% for 
     the period from February 1, 1999 until the later of February 1, 2000 or 
     the receipt by the Banks of a Compliance Certificate showing net income 
     of the Borrower of not less than $2,000,000 on a rolling four-quarters 
     basis), calculated on the basis of actual days elapsed in a 360-day 
     year. The Service Fee shall be retained by the Agent and the balance 
     shall be paid by the Agent to the Banks according to their respective 
     Line Percentages. This fee shall be paid in advance at the time of 
     issuance of each Documentary L/C, based upon the combined tenor of the 
     Documentary L/C and any related time drafts and is in addition to all 
     other fees or expenses provided for in the L/C Application, which shall 
     be for the account of the Agent.

4.   Section 7.2(c) of the Agreement is hereby deleted in its entirety and 
     restated as follows:

     (c)  NET INCOME.  Achieve on a rolling four quarters basis a minimum Net 
     Income of $900,000 for the quarters ending December 31, 1998 through 
     October 3, 1999 and $2,000,000 as of each fiscal quarter end thereafter.

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

          A.  The Agreement as amended by this First Amendment remains in 
     full force and effect.

          B.  Other than as set forth above, the Borrower has no knowledge of 
     any default under the terms of the Agreement or any note evidencing any 
     of the obligations of the Borrower that are documented in the Agreement, 
     or of any event that with notice or the lapse of time or both would 
     constitute a default under the Agreement or any such notes.

          C.  The execution, delivery and performance of this First Amendment 
     is within its corporate powers, have been duly authorized and are not in 
     contravention of law or the terms of the Borrower's articles of 
     incorporation or by-laws, or of any undertaking to which the Borrower is 
     a party or by which it is bound.

6.   Except as modified by this First Amendment, the Agreement remains 
     unchanged and in full force and effect.

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IN WITNESS WHEREOF, the Banks, the Agent and the Borrower have executed this 
First Amendment as of the date and year first above written.


NORWEST BANK MINNESOTA,                   THE SPORTSMAN'S GUIDE, INC.
  NATIONAL ASSOCIATION, AS AGENT

BY: /s/ Thomas L. Falck                   BY: /s/ Charles Lingen
    ---------------------------------         ---------------------------------
    THOMAS L. FALCK
    VICE PRESIDENT AND SENIOR BANKER      ITS:         CFO
                                               --------------------------------



NORWEST BANK MINNESOTA,                   M&I MARSHALL & ILSLEY BANK
  NATIONAL ASSOCIATION

BY: /s/ Thomas L. Falck                   BY: /s/ Doug Pudvah
    ---------------------------------         ---------------------------------
    THOMAS L. FALCK
    VICE PRESIDENT AND SENIOR BANKER      ITS:         VP
                                               --------------------------------


                                          AND BY: /s/ J.M. Howard, Jr.
                                                  -----------------------------
                                          ITS:         VP
                                               --------------------------------




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