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                       THIRD AMENDMENT TO CREDIT AGREEMENT


This Amendment is made as of the 18 day of December, 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 6.15 of the Credit Agreement is hereby amended to delete the
            "." at the end thereof and to add the following thereto:

            "Except for the four month period beginning on December 1, 1996 and
            ending on March 31, 1997 during which period the Borrower shall make
            a mandatory prepayment of the Advances (or make a payment to the
            Lender in immediately available funds for deposit in a Special
            Account) to the extent necessary to reduce the outstanding principal
            balance of the Advances plus the L/C Amount to an amount equal to or
            less than the sum of $3,000,000 plus 80% of the Eligible E-Z Pay
            Plan Accounts for a period of at least 15 consecutive days.


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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.   The Borrower agrees to pay the Lender as of the date hereof a fully earned,
nonrefundable fee in the amount of $1,000 in consideration of the execution by
the Lender of this Amendment.

5.   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 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.

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

     (b)    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.

     (c)    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.


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     (d)    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.

7.   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.

8.   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.

9.   The Borrower hereby absolutely and unconditionally releases and forever
discharges the Lender, and any and all participants, parent corporations,
subsidiary corporations, affiliated corporations, insurers, indemnitors,
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 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.

10.  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.

11.  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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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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