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                                 CML GROUP, INC.
                        AND ITS UNDERSIGNED SUBSIDIARIES
                                 524 Main Street
                           Acton, Massachusetts 01720


             AMENDMENT NO. 1 TO CREDIT AGREEMENT AND LIMITED WAIVER


                           Dated as of March 11, 1998


BankBoston, N.A.
(f/k/a The First National Bank of Boston)
100 Federal Street
Boston, Massachusetts 02110


Rothschild Recovery Fund, L.P.
1251 Avenue of the Americas
New York, New York 10020


Ladies and Gentlemen:

      We refer to the Revolving Credit Agreement, dated as of April 17, 1996 and
amended and restated as of August 28, 1997 (the "CREDIT AGREEMENT"), among (i)
CML Group, Inc. ("CML"), (ii) NordicTrack, Inc., Nordic Advantage, Inc. and
Smith & Hawken, Ltd. (collectively, the "BORROWERS"), (iii) BankBoston, N.A.
(f/k/a The First National Bank of Boston) ("BANKBOSTON"), Rothschild Recovery
Fund, L.P. ("ROTHSCHILD"), and the other financial institutions from time to
time listed on SCHEDULE 1 thereto (collectively, the "LENDERS") and (iv)
BankBoston, N.A., as administrative, collateral and documentation agent for the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT") and as Issuing Bank.
Capitalized terms used and not otherwise defined in this letter agreement (this
"AMENDMENT AGREEMENT") shall have the meanings assigned to such terms in the
Credit Agreement, as amended hereby. CML and the Borrowers are sometimes
referred to herein collectively as the "OBLIGORS".

      We are not in compliance with the mandatory repayment provisions of
Section 3.2 of the Credit Agreement because the outstanding amount of the
NordicTrack Loans PLUS NordickTrack's Letter of Credit Exposure exceeds the
NordicTrack Borrowing Base, because the outstanding amount of S&H Loans PLUS
S&H's Letter of Credit Exposure exceeds the S&H Borrowing Base and because
Overadvances are not currently permitted under the Credit Agreement. Such
noncompliance has resulted in an Event of Default under Section 14.1(a) of the
Credit Agreement (the "SPECIFIED BORROWING BASE EVENT OF DEFAULT"). We are also
not in compliance with the financial covenants set forth in Sections 11.1, 11.2,
11.3 and 11.5 of the Credit Agreement for the fiscal quarter ending January 31,
1998 and are not now, and have not been since sometime after October 31, 1997,
in compliance with the financial covenant set forth in Section 11.4 of the
Credit Agreement. Such noncompliance has resulted in Events of Default under





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Section 14.1(c) of the Credit Agreement (the "SPECIFIED FINANCIAL COVENANT
EVENTS OF DEFAULT" and together with the Specified Borrowing Base Event of
Default, the "SPECIFIED EVENTS OF DEFAULT"). In addition, our representation in
the first sentence of Section 8.5.1 of the Credit Agreement is not now true
because there has been a materially adverse change in the financial condition,
business and/or operations of CML, the Borrowers and their Subsidiaries since
May 3, 1997 (the "MATERIALLY ADVERSE CHANGE").

      The continuation of the unremedied Specified Events of Default, together
with the continuation of the Materially Adverse Change, has had, and continues
to have, the following consequences under the Credit Agreement:

            (a)   The Lenders have no obligation to make any Loans and the
      Issuing Bank has no obligation to issue any Letters of Credit under the
      Credit Agreement;

            (b)   The Lenders may terminate the Commitments and declare the
      entire unpaid principal of and interest on the Notes and all other
      Obligations under the Loan Documents to be immediately due and payable;
      and

            (c)   The Administrative Agent and the Lenders are entitled to
      exercise their other rights and remedies under the Loan Documents and
      applicable law.

      We have requested that the Administrative Agent and each of the Lenders
agree, on the terms and subject to the conditions contained herein, (i) to
permanently waive the Specified Borrowing Base Event of Default resulting from
noncompliance with Sections 3.2 of the Credit Agreement as in effect prior to
giving effect to this Amendment Agreement solely for periods ended prior to the
date hereof, (ii) to permanently waive the Specified Financial Covenant Events
of Default resulting from noncompliance with Sections 11.1, 11.2, 11.3, 11.4 and
11.5 of the Credit Agreement as in effect prior to giving effect to this
Amendment Agreement solely for periods ended prior to the date hereof, and (iii)
to amend the first sentence of Section 8.5.1 of the Credit Agreement.

      In addition, we have requested that the Administrative Agent and each of
the Lenders agree, on the terms and subject to the conditions contained herein,
to amend the Credit Agreement to, among other things, (i) increase the Total
Commitment from $40,000,000 to $50,000,000, (ii) increase the Maximum
Overadvance Amount from $15,000,000 to up to $35,000,000, (iii) extend the
period during which Overadvances are permitted to be outstanding, and (iv)
eliminate the Overadvance Borrowing Base limitation on Overadvances.

      The Administrative Agent and the Lenders have advised us that they are
prepared to grant such waivers and to so amend the Credit Agreement, on the
terms and subject to the conditions and in reliance on our representations
contained herein.

      Accordingly, CML, the Borrowers, the Lenders, the Administrative Agent and
the Issuing Bank hereby agree as follows:


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      Section 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby
amended as set forth below.

            (a)   DEFINITIONS. Section 1.1 of the Credit Agreement is amended as
      follows:

                  (i)   the definition of "BORROWING BASE" set forth in such
            Section is amended and restated in its entirety as follows:

                        BORROWING BASE. The NordicTrack Borrowing Base and the
                  S&H Borrowing Base.

                  (ii)  the definition of "ELIGIBLE ASSIGNEE" set forth in such
            Section is amended and restated in its entirety as follows:

                        ELIGIBLE ASSIGNEE. Any of (i) a commercial bank or
                  finance company organized under the laws of the United States,
                  or any State thereof or the District of Columbia, and having
                  total assets in excess of $1,000,000,000; (ii) a savings and
                  loan association or savings bank organized under the laws of
                  the United States, or any State thereof or the District of
                  Columbia, and having a net worth of at least $100,000,000,
                  calculated in accordance with generally accepted accounting
                  principles; (iii) a commercial bank organized under the laws
                  of any other country which is a member of the Organization for
                  Economic Cooperation and Development (the "OECD"), or a
                  political subdivision of any such country, and having total
                  assets in excess of $1,000,000,000, PROVIDED that such bank is
                  acting through a branch or agency located in the country in
                  which it is organized or another country which is also a
                  member of the OECD; (iv) the central bank of any country which
                  is a member of the OECD; (v) Rothschild Recovery Fund, L.P.;
                  and (vi) any other bank, insurance company, commercial finance
                  company or other financial institution or other Person
                  approved by the Administrative Agent, such approval not to be
                  unreasonably withheld.

                  (iii) the definition of "FEE LETTER" set forth in such Section
            is amended and restated in its entirety as follows:

                        FEE LETTER. The letter agreement dated as of March 6,
                  1996, as amended and restated as of the Original Closing Date
                  and as further amended and restated as of the Amendment No. 1
                  Effective Date among CML, the Borrowers, the Administrative
                  Agent and Rothschild Recovery Fund, L.P.

                  (iv)  the definition of "MATURITY DATE" set forth in such
            Section is amended and restated in its entirety as follows:

                        MATURITY DATE. July 10, 1998.


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                  (v)   the definition of "MAXIMUM OVERADVANCE AMOUNT" set forth
            in such Section is amended and restated in its entirety as follows:

                        MAXIMUM OVERADVANCE AMOUNT. $35,000,000.

                  (vi)  the definition of "MORTGAGES" set forth in such Section
            is amended by inserting before the period at the end of such
            definition the following text: "or Amendment No. 1 to Credit
            Agreement".

                  (vii) the definition of "SECURITY DOCUMENTS" set forth in such
            Section is amended by inserting after the words "the Mortgages," the
            words "the Life Insurance Collateral Assignments, the Aircraft
            Security Agreement,".

                  (viii) the definition of "SETTLEMENT DATE" set forth in such
            Section is amended and restated in its entirety as follows:

                        SETTLEMENT DATE. (a) In connection with the Settlement
                  to be made with respect to the Loans outstanding on the
                  Amendment No. 1 Effective Date, the relevant Settlement Date
                  shall be March 12, 1998, and (b) in connection with any other
                  Settlement, the relevant Settlement Date shall be the date
                  which shall be six (6) Business Days following the giving of
                  notice (including the date of such notice) by the
                  Administrative Agent to the Lenders of the Administrative
                  Agent's intention to effect a Settlement and of each Lender's
                  Settlement Amount in connection therewith, in each case in
                  accordance with the provisions of ss.2.8; PROVIDED, HOWEVER
                  that except during the continuance of a Frequent Settlement
                  Period, the Administrative Agent shall not give more than one
                  such notice of its intention to effect a Settlement during any
                  one calendar week (such limitation not to be applicable during
                  the continuance of any Frequent Settlement Period).

                  (ix)  the definition of "SUB-OVERADVANCE AMOUNT" set forth in
            such Section is amended by replacing the reference to "ss.2.1.6(b)"
            appearing therein with a reference to "ss.2.1.5(b)".

                  (x)   the following new definitions are inserted in the
            appropriate alphabetical sequence in such Section:

                               ACCOUNTS PAYABLE. At any time with respect to any
                      Person, the aggregate accounts payable of such Person and
                      its Subsidiaries determined in accordance with generally
                      accepted accounting principles.

                               ACCRUED EXPENSES. At any time with respect to any
                      Person, the aggregate accrued expenses of such Person and
                      its Subsidiaries determined in accordance with generally
                      accepted accounting principles.


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                              AIRCRAFT SECURITY AGREEMENT. The Aircraft Security
                        Agreement, dated as of the Amendment No. 1 Effective
                        Date, between CML and the Administrative Agent and in
                        form and substance satisfactory to the Lenders and the
                        Administrative Agent.

                              AMENDMENT NO. 1 EFFECTIVE DATE. The date on which
                        all of the conditions to effectiveness set forth in
                        Section 4 of Amendment No. 1 to Credit Agreement are
                        satisfied or waived and Amendment No. 1 to Credit
                        Agreement becomes effective.

                              AMENDMENT NO. 1 TO CREDIT AGREEMENT. Amendment No.
                        1 to Credit Agreement and Limited Waiver, dated as of
                        March 11, 1998, among CML, the Borrowers, the Lenders,
                        the Issuing Bank and the Administrative Agent.

                              APPROVED BUDGETED EXPENSES. Expenses incurred by
                        CML in the ordinary course of business for itself or for
                        the benefit of any of the Borrowers or their
                        Subsidiaries, in each case which were previously
                        included in the applicable CML Budget or, in the case of
                        expenses incurred for the benefit of any of the
                        Borrowers or their Subsidiaries, in the Monthly Budget,
                        prepared in each case by CML and submitted to and
                        approved by the Majority Lenders.

                              BORROWER EXPOSURE. At any time with respect to any
                        Borrower, the sum of (a) the outstanding amount of Loans
                        made to such Borrower PLUS (b) the aggregate Letter of
                        Credit Exposure of such Borrower.

                              CML BUDGETS. Each of (a) the monthly operating
                        budget of CML for the months of March 1998 and April
                        1998 delivered to the Administrative Agent and the
                        Lenders pursuant to, and satisfying the requirements of,
                        ss.9.4(p), and (b) the monthly operating budget of CML
                        for the months of May 1998 through July 1998 delivered
                        to the Administrative Agent and the Lenders pursuant to,
                        and satisfying the requirements of, ss.9.4(p).

                              FREQUENT SETTLEMENT PERIOD. Any period during
                        which (a) a Default or an Event of Default shall have
                        occurred and be continuing or (b) the amount of Loans
                        outstanding from BKB PLUS BKB's Commitment Percentage of
                        the aggregate Letter of Credit Exposure of the Borrowers
                        is equal to or greater than BKB's Commitment Percentage
                        of the Total Commitment.

                              INSURANCE LOANS. Any and all loans borrowed by CML
                        against the loan value of the Key Man Life Insurance
                        Policies.

                              KEY MAN LIFE INSURANCE POLICIES. Collectively, (i)
                        the life insurance policy issued on the life of Charles
                        M. Leighton for the benefit of CML in the face amount of
                        $400,000 by The New England Mutual Life Insurance
                        Company, Life Policy number 8698540, (ii)




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                        the life insurance policy issued on the life of Charles
                        M. Leighton for the benefit of CML in the face amount of
                        $800,000 by The New England Mutual Life Insurance
                        Company, Life Policy number 8672183, (iii) the life
                        insurance policy issued on the life of G. Robert Tod for
                        the benefit of CML in the face amount of $408,000 by The
                        New England Mutual Life Insurance Company, Life Policy
                        number 8698541, and (iv) the life insurance policy
                        issued on the life of G. Robert Tod for the benefit of
                        CML in the face amount of $800,000 by The New England
                        Mutual Life Insurance Company, Life Policy number
                        8672184.

                              LIFE INSURANCE COLLATERAL ASSIGNMENTS. The
                        collateral assignments of the Key Man Life Insurance
                        Polices executed and delivered by CML to the
                        Administrative Agent and in form and substance
                        satisfactory to the Lenders and the Administrative
                        Agent.

                              MONTHLY BUDGET. The monthly operating budget of
                        CML and its Subsidiaries for the period from March 1,
                        1998 through July 31, 1998 delivered to the
                        Administrative Agent and the Lenders on or prior to the
                        Amendment No. 1 Effective Date and attached as ANNEX A
                        to Amendment No. 1 to Credit Agreement, such Monthly
                        Budget including a report of each Borrower's projected
                        monthly outstandings (including Loans and Letter of
                        Credit Exposure), Overadvances, Borrowing Base
                        availability, Accounts Payable and Accrued Expenses.

                              TRUST. The Trust, as such term is defined in the
                        Trust Agreement.

                              TRUST AGREEMENT. The Trust Agreement dated as of
                        June 28, 1989, between CML and Indian Head National
                        Bank, pursuant to which CML has established a "rabbi
                        trust" for the benefit of certain executive employees of
                        CML.

                              TRUST ASSETS. Any assets or properties from time
                        to time heretofore or hereafter transferred to the Trust
                        pursuant to the terms of the Trust Agreement and
                        constituting assets held in trust for the benefit of
                        certain executive employees of CML.

                              WARRANT DOCUMENTS. Collectively, (a) the Warrant
                        Purchase Agreement dated as of the Amendment No. 1
                        Effective Date among CML and the Lenders and (b) the
                        Common Stock Purchase Warrants of CML issued to each of
                        the Lenders pursuant to the terms of such Warrant
                        Purchase Agreement, each in form and substance
                        satisfactory to the Lenders.

                              WEEKLY BUDGETS. Each of (a) the weekly operating
                        budget of CML and its Subsidiaries for the period from
                        March 1, 1998 through April 30, 1998 delivered to the
                        Administrative Agent and the Lenders on or prior to the
                        Amendment No. 1 Effective Date and 

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                        attached as ANNEX B to Amendment No. 1 to Credit
                        Agreement and (b) the weekly operating budget of CML and
                        its Subsidiaries for the period from May 1, 1998 through
                        July 10, 1998 delivered to the Administrative Agent and
                        the Lenders pursuant to, and satisfying the requirements
                        of, ss.9.4(p), in the case of each of the foregoing
                        clauses (a) and (b), including a report of each
                        Borrower's projected weekly outstandings (including
                        Loans and Letter of Credit Exposure), Overadvances and
                        Borrowing Base availability.

                  (xi)  the definitions of "DETERMINED VALUE", "ELIGIBLE
            MACHINERY AND EQUIPMENT", "ELIGIBLE REAL ESTATE", "OVERADVANCE
            BORROWING BASE", "OVERADVANCE REALLOCATION DATE", "OVERADVANCE
            REALLOCATION REQUEST" and "PERMITTED OVERADVANCE AMOUNT" are each
            hereby deleted in their respective entireties.

            (b)   COMMITMENT TO LEND NORDICTRACK LOANS. Section 2.1.1 of the
      Credit Agreement is amended and restated in its entirety as follows:

                  2.1.1. COMMITMENT TO LEND NORDICTRACK LOANS. Subject to the
            terms and conditions set forth in this Credit Agreement (including
            without limitation, the provisions of ss.11.4), the Administrative
            Agent on behalf of the Lenders and in reliance upon the agreement of
            the Lenders set forth in ss.2.8 and upon the representations and
            warranties of NordicTrack contained herein agrees to lend to
            NordicTrack and NordicTrack may borrow, repay, and reborrow from
            time to time between the Restatement Effective Date and the Maturity
            Date upon notice by NordicTrack to the Administrative Agent given in
            accordance with ss.2.6, such sums as are requested by NordicTrack,
            PROVIDED that the sum of the outstanding amount of the NordicTrack
            Loans (after giving effect to all amounts requested) PLUS
            NordicTrack's Letter of Credit Exposure shall not at any time exceed
            the lesser of (a) NordicTrack's Sub-Commitment and (b) the
            NordicTrack Borrowing Base PLUS NordicTrack's Sub-Overadvance Amount
            in effect at such time. The NordicTrack Loans shall be participated
            in by, and subject to Settlements among, the Lenders on a PRO RATA
            basis in accordance with the provisions of ss.2.8 and each Lender's
            Commitment Percentage. Prior to a Settlement with respect to any
            NordicTrack Loans, all interest accruing on such NordicTrack Loans
            shall be solely for the account of the Administrative Agent. Each
            request for a NordicTrack Loan hereunder shall constitute a
            representation and warranty by NordicTrack that the conditions set
            forth in ss.12 and ss.13, in the case of the initial NordicTrack
            Loans to be made on the Restatement Effective Date, and ss.13, in
            the case of all other NordicTrack Loans, have been satisfied on the
            date of such request.

            (c)   COMMITMENT TO LEND S&H LOANS. Section 2.1.3 of the Credit
      Agreement is amended and restated in its entirety as follows:

                  2.1.3. COMMITMENT TO LEND S&H LOANS. Subject to the terms and
            conditions set forth in this Credit Agreement (including without





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            limitation, the provisions of ss.11.4), the Administrative Agent on
            behalf of the Lenders and in reliance upon the agreement of the
            Lenders set forth in ss.2.8 and upon the representations and
            warranties of S&H contained herein agrees to lend to S&H and S&H may
            borrow, repay, and reborrow from time to time between the
            Restatement Effective Date and the Maturity Date upon notice by S&H
            to the Administrative Agent given in accordance with ss.2.6, such
            sums as are requested by S&H, PROVIDED that the sum of the
            outstanding amount of the S&H Loans (after giving effect to all
            amounts requested) PLUS S&H's Letter of Credit Exposure shall not at
            any time exceed the lesser of (a) S&H's Sub-Commitment and (b) the
            S&H Borrowing Base PLUS S&H's Sub-Overadvance Amount in effect at
            such time. The S&H Loans shall be participated in by, and subject to
            Settlements among, the Lenders on a PRO RATA basis in accordance
            with the provisions of ss.2.8 and each Lender's Commitment
            Percentage. Prior to a Settlement with respect to any S&H Loans, all
            interest accruing on such S&H Loans shall be solely for the account
            of the Administrative Agent. Each request for a S&H Loan hereunder
            shall constitute a representation and warranty by S&H that the
            conditions set forth in ss.12 and ss.13, in the case of the initial
            S&H Loans to be made on the Restatement Effective Date, and ss.13,
            in the case of all other S&H Loans, have been satisfied on the date
            of such request.

            (d)   OVERADVANCE FACILITY. Section 2.1.5 of the Credit Agreement is
      amended and restated in its entirety as follows:

                  2.1.5. OVERADVANCE FACILITY.

                        2.1.5(a). MAXIMUM OVERADVANCE AMOUNT. As of any date of
                  determination, the sum of the Overadvances shall not exceed
                  the Maximum Overadvance Amount then in effect. Each
                  Overadvance outstanding from time to time shall bear interest
                  calculated by reference to the Base Rate pursuant to ss.2.5.

                        2.1.5(b). SUB-OVERADVANCE AMOUNTS. The sum of the
                  Overadvances made to any Borrower shall not exceed, during any
                  given period described in SCHEDULE 2.1.5 hereto, the amount
                  for such Borrower set forth opposite such period in such
                  SCHEDULE 2.1.5 (such amount being referred to herein as a
                  "Sub-Overadvance Amount" for such Borrower and such period)
                  (in each case, as such schedule shall be amended in accordance
                  with the provisions set forth below in this paragraph). The
                  Administrative Agent shall keep a record of the
                  Sub-Overadvance Amount of each Borrower as in effect on each
                  date and such record shall be conclusive, in the absence of
                  manifest error. The sum of the Borrowers' Sub-Overadvance
                  Amounts shall not at any time exceed the Maximum Overadvance
                  Amount. SCHEDULE 2.1.5 shall be amended prior to April 30,
                  1998 to reflect, in a manner reasonably satisfactory to the
                  Lenders, the amount of Overadvances projected for each of the
                  Borrowers in 



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                  the Weekly Budget for the period from May 1, 1998 through 
                  July 10, 1998 delivered to the Administrative Agent and the 
                  Lenders pursuant to, and satisfying the requirements of,
                  ss.9.4(p).

            (e)   INTEREST ON LOANS.

                  (i)   EURODOLLAR RATE LOANS. From and after the date hereof,
            the Borrowers shall not be permitted to request Eurodollar Rate
            Loans and shall not be permitted to convert Base Rate Loans into
            Eurodollar Rate Loans. All Eurodollar Rate Loans outstanding on the
            date hereof shall continue as such until the termination of the
            Interest Period thereof, at which time they will automatically
            convert to Base Rate Loans. The Credit Agreement is hereby amended
            in all appropriate respects to reflect the foregoing agreements.

                  (ii)  INTEREST RATES. Sections 2.5(a) and (c) of the Credit
            Agreement are amended and restated to read, respectively, as
            follows:

                        (a)   Each Base Rate Loan which does not constitute an
                  Overadvance shall bear interest for the period commencing with
                  the Drawdown Date thereof and ending on the last day of the
                  Interest Period with respect thereto at the rate of three
                  percent (3.00%) per annum above the Base Rate.

                        (c)   Each Base Rate Loan which constitutes an
                  Overadvance shall bear interest for the period commencing with
                  the Drawdown Date thereof and ending on the last day of the
                  Interest Period with respect thereto at the rate of four
                  percent (4.00%) per annum above the Base Rate.

            (f)   SETTLEMENT AND FUNDING PROCEDURES. Section 2.8.1 of the Credit
      Agreement is amended and restated in its entirety to read as follows:

                  2.8.1. SETTLEMENT AND FUNDING PROCEDURES. No later than 
            (a) 10:00 a.m. (Boston time) on the Amendment No. 1 Effective Date
            with respect to the Settlement to be effected on March 12, 1998 with
            respect to the Loans outstanding on the Amendment No. 1 Effective
            Date or (b) 10:00 a.m. (Boston time) on the date which is six (6)
            Business Days (including the date of any notice given by the
            Administrative Agent as described below) prior to each other
            Settlement Date occurring after the Amendment No. 1 Effective Date,
            the Administrative Agent shall give telephonic or facsimile notice
            (i) to the Lenders and the Borrowers of the respective outstanding
            amount of Loans made by the Agent on behalf of the Lenders from the
            immediately preceding Settlement Date through the close of business
            on the prior day and (ii) to the Lenders of the amount (a
            "Settlement Amount") that each Lender (the "Settling Lender") shall
            pay to effect a Settlement of any Loan. A statement of the
            Administrative Agent submitted to the Lenders and the applicable
            Borrower or to the Lenders with respect to any amounts owing under
            this ss.2.8.1 shall be PRIMA FACIE evidence of the amount due and
            owing. The


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                                      -10-


            Settling Lender shall, not later than 3:00 p.m. (Boston time) on
            such Settlement Date, effect a wire transfer of immediately
            available funds to the Administrative Agent in the amount of such
            Lender's Settlement Amount. All funds advanced by any Lender as a
            Settling Lender pursuant to this ss.2.8.1 shall for all purposes be
            treated as a Loan made by such Settling Lender to the applicable
            Borrower and all funds received by any Lender pursuant to this
            ss.2.8.1 shall for all purposes be treated as repayment of amounts
            owed with respect to Loans made by such Lender. In the event that
            any bankruptcy, reorganization, liquidation, receivership or similar
            cases or proceedings in which any of the Borrowers is a debtor
            prevent a Settling Lender from making any Loan to effect a
            Settlement as contemplated hereby, such Settling Lender will make
            such disposition and arrangements with the other Lenders with
            respect to such Loans, either by way of purchase of participations,
            distribution, PRO TANTO assignment of claims, subrogation or
            otherwise as shall result in each Lender's share of the outstanding
            Loans being equal, as nearly as may be, to such Lender's Commitment
            Percentage of the outstanding amount of the Loans. Each Lender's
            obligation to fund its Settlement Amount in connection with any
            Settlement pursuant to this ss.2.8.1 shall be absolute and
            unconditional and shall not be affected by any circumstance,
            including (v) any set-off, counterclaim, recoupment, defense or
            other right which such Lender may have against the Administrative
            Agent, any Borrower or any other Person for any reason whatsoever;
            (w) the occurrence and continuation of any Default or Event of
            Default; (x) any adverse change in the condition (financial or
            otherwise) of any of CML or its Subsidiaries or any other Lender;
            (y) any breach of any of the Loan Documents by any of CML or its
            Subsidiaries or any other Lender; or (z) any other circumstance,
            happening or event whatsoever, whether or not similar to any of the
            foregoing.

            (g)   CHANGES IN BORROWING BASES. The final sentence of Section 2.9
      of the Credit Agreement is amended and restated in its entirety to read as
      follows:

            For purposes of this Credit Agreement and the other Loan Documents,
            the Administrative Agent may assume, subject to adjustment based
            upon the provisions of this Credit Agreement, that each Borrower's
            Borrowing Base in effect on any given date is such Borrower's
            Borrowing Base as indicated on the most recent Borrowing Base Report
            delivered on a timely basis to the Lenders and the Administrative
            Agent in accordance with the provisions of ss.9.4(f) hereof.

            (h)   MANDATORY REPAYMENT OF LOANS. Section 3.2 of the Credit
      Agreement is amended and restated in its entirety to read as follows:

                  3.2.  MANDATORY REPAYMENTS OF LOANS.

                        3.2.1. NORDICTRACK LOANS. If at any time the sum of the
                  outstanding amount of the NordicTrack Loans and NordicTrack's
                  Letter




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                                      -11-



                  of Credit Exposure exceeds the lesser of (i) NordicTrack's
                  Sub-Commitment in effect at such time and (ii) the NordicTrack
                  Borrowing Base PLUS NordicTrack's Sub-Overadvance Amount in
                  effect at such time, then NordicTrack shall immediately pay
                  the amount of such excess to the Administrative Agent for the
                  respective accounts of the Lenders for application: FIRST, to
                  any Unpaid Reimbursement Obligations in respect of Letters of
                  Credit issued at the request of NordicTrack; SECOND, to the
                  NordicTrack Loans; and THIRD, to provide to the Administrative
                  Agent cash collateral for Reimbursement Obligations in respect
                  of Letters of Credit issued at the request of NordicTrack as
                  contemplated by ss.4.2(b) and (c). Each payment of any Unpaid
                  Reimbursement Obligations or prepayment of NordicTrack Loans
                  shall be allocated among the Lenders, in proportion, as nearly
                  as practicable, to each Unpaid Reimbursement Obligation or (as
                  the case may be) the respective unpaid principal amount of
                  each Lender's NordicTrack Note, with adjustments to the extent
                  practicable to equalize any prior payments or repayments not
                  exactly in proportion.

                        3.2.2. INTENTIONALLY OMITTED.

                        3.2.3. S&H LOANS. If at any time the sum of the
                  outstanding amount of the S&H Loans and S&H's Letter of Credit
                  Exposure exceeds the lesser of (i) S&H's Sub-Commitment in
                  effect at such time and (ii) the S&H Borrowing Base PLUS S&H's
                  Sub-Overadvance Amount in effect at such time, then S&H shall
                  immediately pay the amount of such excess to the
                  Administrative Agent for the respective accounts of the
                  Lenders for application: FIRST, to any Unpaid Reimbursement
                  Obligations in respect of Letters of Credit issued at the
                  request of S&H; SECOND, to the S&H Loans; and THIRD, to
                  provide to the Administrative Agent cash collateral for
                  Reimbursement Obligations in respect of Letters of Credit
                  issued at the request of S&H as contemplated by ss.4.2(b) and
                  (c). Each payment of any Unpaid Reimbursement Obligations or
                  prepayment of S&H Loans shall be allocated among the Lenders,
                  in proportion, as nearly as practicable, to each Unpaid
                  Reimbursement Obligation or (as the case may be) the
                  respective unpaid principal amount of each Lender's S&H Note,
                  with adjustments to the extent practicable to equalize any
                  prior payments or repayments not exactly in proportion.

                        3.2.4. INTENTIONALLY OMITTED.

                        3.2.5. ANNUAL CLEAN-UP - INTENTIONALLY OMITTED.

                  (i)   COMMITMENT TO ISSUE LETTERS OF CREDIT. Section 4.1.1 of
      the Credit Agreement is amended and restated in its entirety to read as
      follows:

                        4.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to
                  the terms and conditions hereof and the execution and delivery
                  by any of the Borrowers and CML of a letter of credit
                  application on the Issuing Bank's customary form (a "Letter of
                  Credit Application"), the Issuing Bank on behalf of the
                  Lenders and in reliance upon the agreement of the 




<PAGE>   12

                                      -12-



                  Lenders set forth in ss.4.1.4 and upon the representations and
                  warranties of the applicable Borrower and CML contained
                  herein, agrees, in its individual capacity, to issue, extend
                  and renew for the account of such Borrower and CML one or more
                  standby or documentary letters of credit (individually, a
                  "Letter of Credit"), in such form as may be requested from
                  time to time by the applicable Borrower and agreed to by the
                  Issuing Bank; PROVIDED, HOWEVER, that, after giving effect to
                  such request, (a) the sum of the aggregate Letter of Credit
                  Exposure of the Borrowers shall not exceed $40,000,000 at any
                  one time and (b) the sum of (i) each Borrower's Letter of
                  Credit Exposure and (ii) the amount of all Loans of such
                  Borrower outstanding shall not exceed the lesser of (A) such
                  Borrower's Sub-Commitment and (B) such Borrower's Borrowing
                  Base PLUS such Borrower's Sub-Overadvance Amount.

                  (j)   TERMS OF LETTERS OF CREDIT. Clause (iii) of Section
      4.1.3 of the Credit Agreement is amended and restated in its entirety to
      read as follows:

                  (iii) have an expiry date no later than the Maturity Date

                  (k)   REIMBURSEMENT OBLIGATIONS OF CML AND THE BORROWERS.
      Subsections (b) and (c) of Section 4.2 of the Credit Agreement are amended
      and restated in their entirety to read as follows:

                        (b)   upon the reduction (but not termination) of such
                  Borrower's Sub-Commitment to an amount less than the Maximum
                  Drawing Amount with respect to Letters of Credit issued at the
                  request of such Borrower, an amount equal to 105% of such
                  difference, which amount shall be held by the Issuing Bank for
                  the benefit of the Lenders, the Issuing Bank and the
                  Administrative Agent as cash collateral for all Reimbursement
                  Obligations with respect to Letters of Credit issued at the
                  request of such Borrower, and

                        (c)   upon the termination of the such Borrower's
                  Sub-Commitment, or the acceleration of the Reimbursement
                  Obligations with respect to Letters of Credit issued at the
                  request of such Borrower in accordance with ss.14, an amount
                  equal tO 105% of the then Maximum Drawing Amount with respect
                  to Letters of Credit issued at the request of such Borrower,
                  which amount shall be held by the Issuing Bank for the benefit
                  of the Lenders, the Issuing Bank and the Administrative Agent
                  as cash collateral for all Reimbursement Obligations with
                  respect to Letters of Credit issued at the request of such
                  Borrower.

                  (l)   LETTER OF CREDIT FEE. Section 4.6 of the Credit
      Agreement is amended and restated in its entirety to read as follows:

                        4.6.  LETTER OF CREDIT FEE. Each Borrower shall, on the
                  date of issuance, or any extension or renewal of any Letter of
                  Credit, pay a fee (in each case, a "Letter of Credit Fee") to
                  the Issuing Bank (i) in respect of each standby Letter of
                  Credit issued at the request of such Borrower equal to four
                  percent (4.00%) per annum of the face amount of such 


<PAGE>   13

                                      -13-


                  standby Letter of Credit, and (ii) in respect of each
                  documentary Letter of Credit issued at the request of such
                  Borrower equal to three percent (3.00%) per annum of the face
                  amount of such documentary Letter of Credit. The Issuing Bank
                  shall, in turn, remit to each Lender its PRO RATA portion of
                  such Letter of Credit Fee. In addition, the applicable
                  Borrower shall pay to the Issuing Bank, for its own account,
                  on the date of issuance, or any extension or renewal of any
                  Letter of Credit and at such other time or times as such
                  charges are customarily made by the Issuing Bank, a fronting
                  fee equal to one-half percent (0.50%) per annum of the face
                  amount of such Letter of Credit and the Issuing Bank's
                  standard issuance, processing, negotiation, amendment and
                  administrative fees, determined in accordance with customary
                  fees and charges for similar facilities. For all Letters of
                  Credit issued prior to the Amendment No. 1 Effective Date, the
                  provisions contained in ss.4.6 prior to the Amendment No. 1
                  Effective Date shall govern.

                  (m)   CLOSING AND OTHER FEES. Section 5.1 of the Credit
            Agreement is amended and restated in its entirety to read as
            follows:

                        5.1.  CLOSING AND OTHER FEES. The Borrowers jointly and
                  severally agree to pay to the Administrative Agent the closing
                  and other fees described in the Fee Letter as and when due and
                  payable under the Fee Letter.

                  (n)   CHANGES. The first sentence of Section 8.5.1 of the
            Credit Agreement is amended and restated in its entirety to read as
            follows:

                  "Since November 1, 1997 there has occurred no materially
                  adverse change in the condition (financial or otherwise),
                  operations, assets, liabilities and/or prospects of CML, the
                  Borrowers and their Subsidiaries other than as disclosed to
                  the Administrative Agent and the Lenders in writing (including
                  the Monthly Budget and the Weekly Budget attached as ANNEX A
                  and ANNEX B, respectively, to Amendment No. 1 to Credit
                  Agreement) on or prior to the Amendment No. 1 Effective Date."

                  (o)   AFFIRMATIVE COVENANTS OF CML AND THE BORROWERS. The
            first paragraph of Section 9 of the Credit Agreement is amended and
            restated in its entirety to read as follows:

                        Each of CML and each of the Borrowers covenants and
                  agrees that, so long as any Loan, Unpaid Reimbursement
                  Obligation, Letter of Credit, Note or any other Obligation is
                  outstanding or any Lender has any obligation to make any Loans
                  or the Issuing Bank has any obligation to issue, extend or
                  renew any Letters of Credit:

                  (p)   FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION.
            Section 9.4 of the Credit Agreement is amended as follows:

                        (i)   by replacing the reference to "thirty (30) days"
                  appearing in subsection (c) thereof with a reference to
                  "twenty (20) days";


<PAGE>   14

                                      -14-


                     (ii)   by replacing the reference to "subsections (a) and
              (b)" appearing in subsection (d) thereof with a reference to
              "subsections (a), (b) and (c)"; and

                     (iii)  by replacing subsection (k) thereof with the
              following new subsections (k) through (w):

                            (k)    when completed, copies of final or
                     substantially final drafts of any offering memorandum or
                     prospectus prepared by or for CML or any Borrower and
                     relating to any proposed sale of stock or assets of CML or
                     any Borrower or any other Subsidiary of CML;

                            (l)    from time to time at the request of any Agent
                     or any Lender, any current list of prospective purchasers
                     of any stock or assets of CML or any Borrower or any other
                     Subsidiary of CML;

                            (m)    any proposal letter or letter of intent or
                     purchase agreement or similar writing received or signed by
                     CML or any Borrower or any other Subsidiary of CML relating
                     to the proposed sale of any stock or assets of CML or any
                     Borrower or any other Subsidiary of CML;

                            (n)    from time to time at the request of the
                     Administrative Agent or any Lender, periodic updates on the
                     status of any efforts to sell the stock or assets of CML or
                     any Borrower or any other Subsidiary of CML;

                            (o)    (i) not later than March 31, 1998, an
                     appraisal with respect to the Real Estate owned by CML or
                     any of its Subsidiaries, as applicable, in Acton,
                     Massachusetts, such appraisal to be in form and substance
                     satisfactory to the Lenders, (ii) not later than April 15,
                     1998, appraisals with respect to the Real Estate owned by
                     CML or any of its Subsidiaries, as applicable, in West
                     Yarmouth, Massachusetts and Mill Valley, California, such
                     appraisals to be in form and substance satisfactory to the
                     Lenders, (iii) not later than March 20, 1998, lenders'
                     title insurance policies with respect to the Real Estate
                     owned by CML or any of its Subsidiaries, as applicable, in
                     Acton, Massachusetts, West Yarmouth, Massachusetts and Mill
                     Valley, California, such title insurance policies to be in
                     form and substance satisfactory to the Lenders, and (iv)
                     not later than March 13, 1998, environmental site
                     assessments with respect to the Real Estate owned by CML or
                     any of its Subsidiaries, as applicable, in Acton,
                     Massachusetts and West Yarmouth, Massachusetts, such
                     environmental site assessments to be in form and substance
                     satisfactory to the Lenders;


<PAGE>   15
                                      -15-

                            (p)    (i) not later than April 24, 1998, the Weekly
                     Budget for the period from May 1, 1998 through July 10,
                     1998, such Weekly Budget to be in form and substance
                     completely satisfactory to the Administrative Agent and the
                     Lenders, (ii) not later than March 20, 1998, the CML Budget
                     for months of March 1998 and April 1998, such CML Budget in
                     form and substance completely satisfactory to the
                     Administrative Agent and the Lenders, and (iii) not later
                     than April 24, 1998, the CML Budget for months of May 1998
                     through July 1998, such CML Budget in form and substance
                     completely satisfactory to the Administrative Agent and the
                     Lenders;

                            (q)    as soon as practicable, but in any event
                     within twenty (20) days after the end of each month
                     (commencing on March 20, 1998), reports of the total
                     Accrued Expenses for CML and each of the Borrowers,
                     detailed by category and amount, as of the end of the
                     immediately preceding month;

                            (r)    within three (3) Business Days after the end
                     of each calendar week, a summary of aged Accounts Payable
                     balances of each of the Borrowers, including an aged
                     listing of the top 25 vendors of each of the Borrowers by
                     account balance, as of the end of the immediately preceding
                     calendar week;

                            (s)    within three (3) Business Day after the end
                     of each calendar week, a report of the sales of each of the
                     Borrowers for the immediately preceding calendar week;

                            (t)    as soon as practicable, but in any event
                     within twenty (20) days after the end of each month
                     (commencing on March 20, 1998), a report of the Capital
                     Expenditures of each of the Borrowers for the immediately
                     preceding month;

                            (u)    not later than April 15, 1998, an
                     acknowledgment of the insurer under each of the Key Man
                     Life Insurance Policies with respect to the collateral
                     assignment of each such Key Man Life Insurance Policy in
                     favor of the Administrative Agent pursuant to the terms of
                     the Life Insurance Collateral Assignments, such
                     acknowledgments of the insurer to be in form and substance
                     satisfactory to the Administrative Agent, with each of CML
                     and the Borrowers hereby agreeing to take all such further
                     actions in connection with the obtaining of such
                     acknowledgements as the Administrative Agent may require,
                     including, without limitation, obtaining and executing any
                     additional forms of acknowledgement or assignment as the
                     applicable insurers may separately require;

                            (v)    not later than April 10, 1998, on a verbal
                     basis, and April 24, 1998, on a final written basis,
                     updated appraisals, performed by Marshall & Stevens, of
                     NordicTrack's trade names and


<PAGE>   16

                                      -16-


                     trademarks, such appraisals to be in form and substance
                     satisfactory to the Administrative Agent and the Lenders;
                     and

                            (w)    from time to time such other financial data
                     and information (including accountants' management letters)
                     as the Administrative Agent or any Lender may reasonably
                     request.

              (q)    INSPECTION OF PROPERTIES AND BOOKS, ETC. Section 9.9 of the
       Credit Agreement is amended as follows:

                     (i)    by replacing the phrase "No more frequently than
              twice each calendar year, or more frequently as determined by the
              Administrative Agent if an Event of Default shall have occurred
              and be continuing," appearing in the first sentence of ss.9.9.2
              with the phrase "From time to time";

                     (ii)   by replacing the phrase "No more frequently than
              thrice each calendar year, or more frequently as determined by the
              Administrative Agent if an Event of Default shall have occurred
              and be continuing," appearing in the first sentence of ss.9.9.3
              with the phrase "From time to time";

                     (iii)  by replacing the phrase "No more frequently than
              once each calendar year, or more frequently as determined by the
              Administrative Agent if an Event of Default shall have occurred
              and be continuing," appearing in the first sentence of ss.9.9.4
              with the phrase "From time to time";

                     (iv)   by deleting the phrase "if an Event of Default shall
              have occurred and be continuing," appearing in the second sentence
              of ss.9.9.4; and

                     (v)    by inserting the following new ss.9.9.7 immediately
              following ss.9.9.6:

                            9.9.7. COMMUNICATIONS WITH OTHER REPRESENTATIVES.
                     CML and each of the Borrowers hereby irrevocably authorizes
                     each Lender and its representatives, agents and counsel
                     (each referred to in this ss.9.9.7 as a "Lender
                     Representative") to have discussions directly with any
                     representatives or agents (including Lehman Brothers)
                     engaged by CML or any Borrower to assist in selling any of
                     the stock or assets of CML or any Borrower or any other
                     Subsidiary of CML, and has authorized and directed and will
                     continue to authorize and direct such representatives and
                     agents to have such discussions with the Lenders and their
                     Lender Representatives. Any such discussions between any
                     Lender or its Lender Representative and any such
                     representative or agent engaged by CML or any Borrower
                     shall be subject to prior notice given by such Lender or
                     its Lender Representative to CML or such


<PAGE>   17

                                      -17-


                     Borrower, and an opportunity given to CML or such Borrower
                     to participate in such discussions.

              (r)    LIFE INSURANCE LOANS. The following new Section 9.20 is
       hereby inserted immediately following Section 9.19:

                     9.20.  LIFE INSURANCE LOANS. not later than March 30, 1998,
              CML shall have borrowed the maximum amount available to be
              borrowed under the Key Man Life Insurance Policies and the entire
              proceeds of such Life Insurance Loans shall have been applied to
              prepay the outstanding Loans; PROVIDED that CML shall be permitted
              to pay with such proceeds, promptly after receipt of such
              proceeds, any expenses (and CML shall be permitted to reduce the
              amount of such proceeds which are required to be applied to prepay
              the outstanding Loans by the amount of any such expenses so paid
              by CML), which would otherwise be permitted to be funded by
              Restricted Payments in accordance with the provisions of
              ss.10.4.1. In satisfaction of the foregoing requirements, not
              later than March 30, 1998 CML shall have delivered to the
              Administrative Agent a check from the insurer constituting such
              proceeds of the Life Insurance Loans, together with a certificate
              of a duly authorized officer of CML certifying as to the cash
              value of each Key Man Life Insurance Policy as well as the maximum
              amount available to be borrowed under each such Key Man Life
              Insurance Policy.

              (s)    FURTHER ASSURANCES AS TO TRUST. The following new Section
       9.21 is hereby inserted immediately following Section 9.20:

                     9.21.  FURTHER ASSURANCES AS TO TRUST. CML will take all
              steps reasonably requested by the Administrative Agent or any of
              the Lenders which are necessary to grant in favor of the
              Administrative Agent, for the benefit of the Lenders and the
              Administrative Agent, a security interest in all of CML's right,
              title and interest in and to the Trust and the Trust Assets, and
              all proceeds thereof, to the extent that such grant of a security
              interest by CML would not breach any of CML's obligations under
              the Trust Agreement or limit CML's performance of its obligations
              under the Trust.

              (t)    CERTAIN NEGATIVE COVENANTS OF CML AND THE BORROWERS. The
       first paragraph of Section 10 of the Credit Agreement is amended and
       restated in its entirety to read as follows:

                     Each of CML and each of the Borrowers covenants and agrees
              that, so long as any Loan, Unpaid Reimbursement Obligation, Letter
              of Credit, Note or any other Obligation is outstanding or any
              Lender has any obligation to make any Loans or the Issuing Bank
              has any obligations to issue, extend or renew any Letters of
              Credit:

              (u)    RESTRICTIONS ON INDEBTEDNESS. Section 10.1 of the Credit
       Agreement is amended as follows:





<PAGE>   18

                                      -18-



                     (i)    by amending and restating subsection (g) thereof to
              read in its entirety as follows:

                            (g)    obligations under Capitalized Leases and
                     purchase money Indebtedness incurred in connection with the
                     acquisition of any real or personal property by CML, such
                     Borrower or such Subsidiary, in each case which were
                     outstanding as of March 6, 1998;

                     (ii)   by replacing the reference to "ss.10.3(j)" appearing
              in subsection (m) thereof with a reference to "ss.10.3(k)"; and

              (v)    DISTRIBUTIONS AND RESTRICTED PAYMENTS. Section 10.4 of the
       Credit Agreement is amended and restated in its entirety to read as
       follows:

              10.4.  DISTRIBUTIONS AND RESTRICTED PAYMENTS.

                     10.4.1. INTERCOMPANY DISTRIBUTIONS AND RESTRICTED PAYMENTS.
              The Borrowers will not make any Restricted Payments, PROVIDED
              HOWEVER, that the Borrowers may make Restricted Payments to CML
              (a) in amounts required to pay income and other taxes and
              governmental levies owed or payable by CML, and (b) in amounts
              required to pay Approved Budgeted Expenses, in the case of each of
              the foregoing clauses (a) and (b), such amounts to be paid by CML
              not later than five (5) Business Days after the date on which the
              relevant Restricted Payment to CML in respect thereof is made. CML
              will not incur any payment obligations or expenses except for (x)
              those permitted to be funded by Restricted Payments in accordance
              with the provisions of the immediately foregoing sentence, (y)
              those permitted to be funded with the proceeds of any Insurance
              Loans in accordance with the provisions of ss.9.20 or (z) those
              permitted to be funded with the net proceeds from the sale of any
              of the assets described on SCHEDULE 10.5.2 hereto in accordance
              with the provisions of ss.10.5.2(b); PROVIDED that in the case of
              any such payment obligations or expenses of CML incurred in
              accordance with the foregoing clauses (y) or (z), the amount of
              payment obligations or expenses permitted to be funded by
              Restricted Payments in accordance with the provisions of the
              immediately foregoing sentence shall be reduced dollar for dollar
              by the amount of such payment obligations or expenses incurred in
              accordance with the foregoing clauses (y) or (z).

                     10.4.2. CML DISTRIBUTIONS. CML will not make any
              Distributions other than purchases or redemptions by CML of the
              stock of CML resulting solely from any holder of any stock option
              issued by CML paying (a) all or a portion of the exercise price of
              such stock option or (b) any taxes due from such holder as a
              result of the exercise of such stock option, by such holder's
              relinquishment of rights under such stock option.


<PAGE>   19
                                      -19-



              (w)    MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS. Section
       10.5 of the Credit Agreement is amended and restated in its entirety to
       read as follows:

                     10.5.  MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

                            10.5.1. MERGERS AND ACQUISITIONS. Neither CML nor
                     any of the Borrowers will, and none will permit any of
                     their Subsidiaries to, become a party to any merger or
                     consolidation, or agree to or effect any asset acquisition
                     or stock acquisition (other than the acquisition of assets
                     in the ordinary course of business consistent with past
                     practices).

                            10.5.2. DISPOSITION OF ASSETS. Neither CML nor any
                     of the Borrowers will, and none will permit any of their
                     Subsidiaries to, become a party to or agree to or effect
                     any disposition of assets, other than (a) the disposition
                     of assets in the ordinary course of business, consistent
                     with past practices, (b) the disposition of any of the
                     assets listed and described on SCHEDULE 10.5.2 hereto so
                     long as such assets are sold on terms consented to by the
                     Administrative Agent and the Majority Lenders and so long
                     as the net proceeds from the sale of such assets are
                     deposited in the applicable Concentration Account and
                     applied to the Obligations in accordance with the
                     applicable provisions of ss.3.3 hereof; PROVIDED that CML
                     shall be permitted to pay with such net proceeds, promptly
                     after receipt of such net proceeds, any expenses (and CML
                     shall be permitted to reduce the amount of such net
                     proceeds which are required to be applied to the
                     Obligations by the amount of any such expenses so paid by
                     CML), which would otherwise be permitted to be funded by
                     Restricted Payments in accordance with the provisions of
                     ss.10.4.1, (c) the termination or assignment of store
                     leases of any Borrower or its Subsidiaries; PROVIDED that
                     all Net Cash Proceeds from any such termination or
                     assignment referred to in this clause (c) shall be applied,
                     concurrently with receipt of such proceeds by CML or any of
                     its Subsidiaries, to prepay the Loans of the applicable
                     Borrower, or, in the case of CML, any of the Borrowers, and
                     (d) the sale of accounts receivable of NordicTrack to
                     General Electric Capital Corporation in accordance with the
                     GE Capital Credit Card Program Agreement.

              (x)    SALE AND LEASEBACK. Section 10.6 of the Credit Agreement is
       amended and restated in its entirety to read as follows:

                     10.6.  SALE AND LEASEBACK. Neither CML nor any of the
              Borrowers will, and none will permit any of their Subsidiaries to,
              enter into any arrangement, directly or indirectly, whereby CML,
              any of the Borrowers or any of their Subsidiaries shall sell or
              transfer any property owned by it in order then or thereafter to
              lease such property or lease other property that CML, any of the
              Borrowers or any of their Subsidiaries intends to use for
              substantially the same purpose as the property being sold or
              transferred.




<PAGE>   20

                                      -20-


              (y)    FINANCIAL COVENANTS OF CML AND THE BORROWERS. Section 11 of
       the Credit Agreement is amended and restated in its entirety to read as
       follows:

                     11.    FINANCIAL COVENANTS OF CML AND THE BORROWERS.

                     Each of CML and each of the Borrowers covenants and agrees
              that, so long as any Loan, Unpaid Reimbursement Obligation, Letter
              of Credit, Note or any other Obligation is outstanding or any
              Lender has any obligation to make any Loans or the Issuing Bank
              has any obligation to issue, extend or renew any Letters of
              Credit:

                     11.1.  CAPITAL EXPENDITURES. Neither CML nor any of the
              Borrowers will make, nor will they permit any of their
              Subsidiaries to make, Capital Expenditures, except that (a) S&H
              may make Capital Expenditures during the period from the Amendment
              No. 1 Effective Date through July 10, 1998 not to exceed
              $2,928,000 in the aggregate and (b) NordicTrack may make Capital
              Expenditures during the period from the Amendment No. 1 Effective
              Date through July 10, 1998 not to exceed $800,000 in the
              aggregate. During the period from January 1, 1998 through July 10,
              1998, S&H shall have earned an aggregate amount of not less than
              $736,000 in landlord allowances in connection with S&H's leasehold
              improvement projects and shall have collected such amounts in
              respect of such landlord allowances as are reflected in the
              Monthly Budget.

                     11.2.  ACCOUNTS PAYABLE.

                            11.2.1 S&H ACCOUNTS PAYABLE. CML and the Borrowers
                     will not permit (a) the aggregate amount of Accounts
                     Payable of S&H as of Saturday of any of the first three
                     fiscal weeks of March 1998 to exceed the lesser of (i) the
                     amount of projected Accounts Payable of S&H as of the last
                     day of the immediately prior calendar month set forth in
                     the Monthly Budget or (ii) the actual aggregate amount of
                     Accounts Payable of S&H as of the last day of the
                     immediately prior calendar month, (b) the aggregate amount
                     of Accounts Payable of S&H as of Saturday of the fourth
                     fiscal week of March 1998 to exceed the amount projected
                     for such day in the Monthly Budget, or (c) the aggregate
                     amount of Accounts Payable of S&H as of Saturday of any
                     fiscal week of April 1998, May 1998, June 1998 or July 1998
                     to exceed the amount of projected Accounts Payable of S&H
                     as of the last day of the then current calendar month set
                     forth in the Monthly Budget.

                            11.2.2 NORDICTRACK ACCOUNTS PAYABLE. CML and the
                     Borrowers will not permit (a) the aggregate amount of
                     Accounts Payable of NordicTrack as of Saturday of any of
                     the first three fiscal weeks of either of March 1998 or
                     April 1998 (or, if either of such months is a five week
                     month, the first four fiscal weeks of such month) to exceed
                     the lesser of (i) the amount of projected Accounts


<PAGE>   21

                                      -21-


                     Payable of NordicTrack as of the last day of the
                     immediately prior calendar month set forth in the Monthly
                     Budget or (ii) the actual aggregate amount of Accounts
                     Payable of NordicTrack as of the last day of the
                     immediately prior calendar month, (b) the aggregate amount
                     of Accounts Payable of NordicTrack as of Saturday of the
                     fourth fiscal week of either of March 1998 or April 1998
                     (or, if either of such months is a five week month, as of
                     Saturday of the fifth fiscal week of such month) to exceed
                     the amount projected for such day in the Monthly Budget, or
                     (c) the aggregate amount of Accounts Payable of
                     NordickTrack as of Saturday of any fiscal week of May 1998,
                     June 1998 or July 1998 to exceed the amount of projected
                     Accounts Payable of NordicTrack as of the last day of the
                     then current calendar month set forth in the Monthly
                     Budget.

                     11.3.  ACCRUED EXPENSES. CML and the Borrowers will not
              permit (a) the aggregate amount of Accrued Expenses of S&H at any
              time during any month to exceed the amount of projected Accrued
              Expenses of S&H as of the end of such month set forth in the
              Monthly Budget, or (b) the aggregate amount of Accrued Expenses of
              NordicTrack at any time during any month to exceed the amount of
              projected Accrued Expenses of NordicTrack as of the end of such
              month set forth in the Monthly Budget.

                     11.4.  MAXIMUM WEEKLY BORROWER EXPOSURE. Notwithstanding
              any provision to the contrary contained herein, CML and the
              Borrowers will not permit (a) the aggregate Borrower Exposure of
              any Borrower at any time during any week set forth in SCHEDULE
              11.4 hereto to exceed the amount for such Borrower set forth
              opposite such week in such SCHEDULE 11.4 (in each case, as such
              schedule shall be amended in accordance with the provisions set
              forth below in this paragraph) or (b) the aggregate outstanding
              Loans of any Borrower at any time during any week set forth in
              SCHEDULE 11.4 hereto to exceed the amount for such Borrower set
              forth opposite such week in such SCHEDULE 11.4 (in each case, as
              such schedule shall be amended in accordance with the provisions
              set forth below in this paragraph). SCHEDULE 11.4 shall be amended
              prior to April 30, 1998 to reflect, in a manner reasonably
              satisfactory to the Lenders, the projected Borrower Exposure and
              Loans, respectively, for each Borrower set forth in the Weekly
              Budget for the period from May 1, 1998 through July 10, 1998
              delivered to the Administrative Agent and the Lenders pursuant to,
              and satisfying the requirements of, ss.9.4(p).

              (z)    REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Section 13.1 of
       the Credit Agreement is amended and restated in its entirety to read as
       follows:

                     13.1.  REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of
              the representations and warranties of any of CML, the Borrowers
              and their Subsidiaries contained in this Credit Agreement, the
              other Loan Documents or in any document or instrument delivered
              pursuant to or in connection with this Credit Agreement shall be
              true as of the date as of which they were made and shall also be
              true at and as of the time of the


<PAGE>   22

                                      -22-



              making of such Loan or the issuance, extension or renewal of such
              Letter of Credit, with the same effect as if made at and as of
              that time (except to the extent that such representations and
              warranties relate expressly to an earlier date) and no Default or
              Event of Default shall have occurred and be continuing.

              (aa)   EVENTS OF DEFAULT AND ACCELERATION. Section 14.1 of the
       Credit Agreement is amended by inserting the following new subsections
       (r), (s) and (t) immediately following subsection (q) thereof:

                     (r)    there shall have occurred any materially adverse
              change in the condition (financial or otherwise), operations,
              assets, liabilities and/or prospects of CML and its Subsidiaries
              since November 1, 1997 other than as disclosed to the
              Administrative Agent and the Lenders in writing (including the
              Monthly Budget and the Weekly Budget attached as ANNEX A and ANNEX
              B, respectively, to Amendment No. 1 to Credit Agreement) on or
              prior to the Amendment No. 1 Effective Date;

                     (s)    CML or any of its Subsidiaries shall repay, prepay,
              redeem or repurchase any principal of any of the Insurance Loans;

                     (t)    CML shall fail to perform any term, covenant or
              agreement contained in any of the Warrant Documents;

              (bb)   CONDITIONS TO ASSIGNMENT BY LENDERS. Section 20.1 of the
       Credit Agreement is amended by amending and restating clause (i) of the
       proviso appearing in the first sentence thereof to read in its entirety
       as follows:

              (i)    the Administrative Agent shall have given its prior written
              consent to such assignment,

              (cc)   SCHEDULE 1 TO THE CREDIT AGREEMENT. SCHEDULE 1 to the
       Credit Agreement is hereby amended and restated in its entirety to read
       as set forth on SCHEDULE 1 to this Amendment Agreement.

              (dd)   SCHEDULE 2.1.5 TO THE CREDIT AGREEMENT. SCHEDULE 2.1.5 to
       this Amendment Agreement is hereby added to the Credit Agreement as
       SCHEDULE 2.1.5 thereto.

              (ee)   SCHEDULE 10.5.2. TO THE CREDIT AGREEMENT. SCHEDULE 10.5.2
       to this Amendment Agreement is hereby added to the Credit Agreement as
       SCHEDULE 10.5.2 thereto.

              (ff)   SCHEDULE 10.6 TO THE CREDIT AGREEMENT. SCHEDULE 10.6 to the
       Credit Agreement is hereby deleted in its entirety.

              (gg)   SCHEDULE 11.4 TO THE CREDIT AGREEMENT. SCHEDULE 11.4 to
       this Amendment Agreement is hereby added to the Credit Agreement as
       SCHEDULE 11.4 thereto.


<PAGE>   23

                                      -23-




              (hh)   EXHIBIT D TO THE CREDIT AGREEMENT. EXHIBIT D to the Credit
       Agreement is hereby amended and restated in its entirety to read as set
       forth on EXHIBIT D to this Amendment Agreement.

              (ii)   EXHIBIT H-1 TO THE CREDIT AGREEMENT. EXHIBIT H-1 to the
       Credit Agreement is hereby deleted in its entirety.

       Section 2. LIMITED WAIVERS.

              (a)    Each of the Administrative Agent and the Lenders hereby (i)
       waives the Specified Borrowing Base Event of Default resulting from
       noncompliance with Sections 3.2 of the Credit Agreement as in effect
       prior to giving effect to this Amendment Agreement, and (ii) waives the
       Specified Financial Covenant Events of Default resulting from
       noncompliance with Sections 11.1, 11.2, 11.3, 11.4 and 11.5 of the Credit
       Agreement as in effect prior to giving effect to this Amendment
       Agreement.

              (b)    Except to the extent expressly provided herein, this
       Amendment Agreement shall not, by implication or otherwise, limit,
       impair, constitute a waiver of or otherwise affect the rights and
       remedies of the Administrative Agent, the Issuing Bank or any of the
       Lenders under the Credit Agreement or any other Loan Document, or waive,
       modify, amend or in any way affect any of the terms, conditions,
       obligations, covenants or agreements contained in the Credit Agreement or
       any other Loan Document, all of which are ratified and affirmed in all
       respects and shall continue in full force and effect. Nothing herein
       shall be deemed to entitle any Obligor to a consent to, or a waiver,
       amendment, modification or other change of, any of the terms, conditions,
       obligations, covenants or agreements contained in the Credit Agreement or
       any other Loan Documents in any circumstance.

              (c)    The Administrative Agent and the Lenders have not waived,
       have no intention of waiving and expressly reserve all of their rights to
       exercise and to enforce, at any time and from time to time, any and all
       of their respective rights and remedies under and in respect of the
       subordination provisions contained in the Subordinated Debentures and the
       indenture pursuant to which such Subordinated Debentures were issued.

       Section 3. REPRESENTATIONS AND WARRANTIES. Each of the Obligors hereby
jointly and severally agrees, represents and warrants to the Lenders and the
Administrative Agent as follows:

              (a)    RATIFICATION OF OBLIGATIONS.

                     (i)    As of March 11, 1998, (A) the outstanding principal
              balance of the NordicTrack Loans is $17,358,679, (B) the
              outstanding accrued and unpaid interest on the NordicTrack Loans
              is $75,279.48, (C) the outstanding principal balance of the S&H
              Loans is $9,108,575, (D) the outstanding accrued and unpaid
              interest on the S&H Loans is $55,134.93, (E) the Maximum Drawing
              Amount under outstanding Letters of Credit is $3,744,966 and (F)
              the outstanding Unpaid


<PAGE>   24

                                      -24-



              Reimbursement Obligations are $0 (it being understood that the
              Obligors also are obligated under Section 17 of the Credit
              Agreement and under other provisions of the Loan Documents for
              items such as reimbursement of fees and expenses of counsel to the
              Administrative Agent and the Lenders).

                     (ii)   All the Obligations are secured by a perfected first
              priority security interest in the Collateral. All the Obligations
              and all of the obligations of the Guarantors under the Guaranty
              and the Foreign Guarantors under the Foreign Guaranties are hereby
              ratified and confirmed in all respects.

                     (iii)  There are no understandings or agreements relating
              to the Loans other than the Loan Documents.

                     (iv)   Neither the Administrative Agent nor any of the
              Lenders is in default under any of the Loan Documents or otherwise
              has breached any obligations to the Obligors.

                     (v)    There are not now any offsets, counterclaims or
              defenses to the Obligations, to any of the obligations of any
              Guarantor under the Guaranty or of any Foreign Guarantor under the
              Foreign Guaranties, or to the rights, remedies or powers of the
              Administrative Agent or any of the Lenders in respect of any of
              the Obligations or any of the Loan Documents, and each Obligor,
              each Guarantor and each Foreign Guarantor agrees not to interpose
              (and hereby waives and releases) any such defense, set-off or
              counterclaim in any action brought by any of the Administrative
              Agent or the Lenders with respect thereto.

                     (vi)   Each Obligor has been represented by counsel of each
              of its choice in connection with this Amendment Agreement and the
              transactions contemplated hereby. Each Obligor has executed this
              Amendment Agreement and the other Amendment Documents to which it
              is a party freely and without coercion or duress.

              (b)    BINDING EFFECT OF DOCUMENTS, ETC. Each of this Amendment
       Agreement, the Notes executed pursuant to this Amendment Agreement, the
       Mortgages executed pursuant to this Amendment Agreement, the Fee Letter,
       the Warrants (as hereinafter defined), the Warrant Purchase Agreement (as
       hereinafter defined), the Life Insurance Collateral Assignments, the
       Aircraft Security Agreement, the amendments to the Patent Assignment, the
       Copyright Mortgage and the Trademark Assignment executed pursuant to this
       Amendment Agreement, and each Agency Account Agreement executed pursuant
       to this Amendment Agreement (together with each other Loan Document as
       amended hereby, the "AMENDMENT DOCUMENTS") has been duly executed and
       delivered by each Obligor, each Guarantor and each Foreign Guarantor
       which is a party thereto. The execution, delivery and performance by each
       Obligor, each Guarantor and each Foreign Guarantor of each Amendment
       Document to which such Person is a party, have been duly authorized by
       proper corporate proceedings by such Person, and each Amendment Document
       to which any


<PAGE>   25

                                      -25-



       Obligor, any Guarantor or any Foreign Guarantor is a party constitutes
       the legal, valid and binding obligation of such Person, enforceable
       against such Person in accordance with the terms of such Amendment
       Document.

              (c)    POWER, AUTHORITY, NO CONFLICTS, ETC. The execution,
       delivery and performance of each Amendment Document by each Obligor, each
       Guarantor and each Foreign Guarantor (i) are within the corporate
       authority of such Person, (ii) do not conflict with or result in any
       breach or contravention of any provision of law, statute, rule or
       regulation to which such Person is subject or any judgment, order, writ,
       injunction, license or permit applicable to such Person, (iii) do not
       conflict with any provision of the corporate charter or bylaws of, or any
       agreement or other instrument binding upon, such Person, and (iv) do not
       require any consents under, result in a breach of or constitute (along or
       with notice or lapse of time or both) a default under any such agreement
       or other instrument binding upon such Person.

              (d)    REPRESENTATIONS AND WARRANTIES. Each of the representations
       and warranties of any Obligor contained in the Credit Agreement, the
       other Loan Documents or in any document or instrument delivered pursuant
       to or in connection with the Credit Agreement (in each case, as amended
       or modified hereby or in connection herewith) are true as of the date as
       of which they were made and are true as of the date of this Amendment
       Agreement, except to the extent that such representations and warranties
       relate expressly to any earlier date.

              (e)    NO OTHER DEFAULTS. No Defaults or Events of Default exist
       on the date hereof after giving effect to the waivers of the Specified
       Events of Default as provided in Section 2(a) above and the amendments to
       the Credit Agreement effected by Section 1 above.

              (f)    PROPERTIES AND ASSETS. Each of the Obligors has disclosed
       to the Administrative Agent and the Lenders all material assets owned by
       such Obligor and its Subsidiaries, and all actions have been taken that
       are necessary or advisable, under applicable law, to establish and
       perfect in favor of the Administrative Agent, for the benefit of the
       Lenders and the Administrative Agent, security interests in all of such
       material assets of such Obligor and its Subsidiaries.

              (g)    CONDITIONS TO EFFECTIVENESS. All conditions to the
       effectiveness of this Amendment Agreement set forth in Section 4 below,
       other than those which are subject to the discretion of the
       Administrative Agent, the Issuing Bank or any Lender, have been satisfied
       in all respects.

              (h)    BANK ACCOUNTS. CML has no funds in any bank accounts other
       than depository, disbursement and payroll accounts maintained with
       BankBoston.

       Section 4. CONDITIONS. This Amendment Agreement and all of the provisions
hereof shall become effective upon the date hereof (the "AMENDMENT NO. 1
EFFECTIVE


<PAGE>   26

                                      -26-



DATE"), but only if each of the following conditions precedent are satisfied on
or prior to such date:

              (a)    ASSIGNMENT AND ACCEPTANCE. Rothschild shall have become a
       Lender party to the Credit Agreement having a Commitment Percentage of
       50% pursuant to an Assignment and Acceptance entered into between
       BankBoston and Rothschild in form and substance satisfactory to each of
       Rothschild and BankBoston.

              (b)    DELIVERY OF AMENDMENT AGREEMENT. This Amendment Agreement
       shall have been duly authorized, executed and delivered to the
       Administrative Agent by CML, the Borrowers and the Lenders.

              (c)    GUARANTIES. Each of the Guarantors and the Foreign
       Guarantors shall have duly authorized, executed and delivered to the
       Administrative Agent its consent to this Amendment Agreement, in form and
       substance satisfactory to the Administrative Agent.

              (d)    NOTES. Each of NT and NA shall have duly authorized,
       executed and delivered to the Administrative Agent a new NordicTrack Note
       in favor of each of the Lenders in the maximum aggregate principal amount
       equal to such Lender's Commitment and otherwise in form and substance
       satisfactory to the Administrative Agent and the Lenders. S&H shall have
       duly authorized, executed and delivered to the Administrative Agent a new
       S&H Note in favor of each of the Lenders in the maximum aggregate
       principal amount equal to such Lender's Commitment and otherwise in form
       and substance satisfactory to the Administrative Agent and the Lenders.

              (e)    WARRANTS. CML shall have duly authorized, executed and
       delivered to each of the Lenders a Warrant Purchase Agreement in form and
       substance satisfactory to the Administrative Agent and the Lenders (the
       "WARRANT PURCHASE AGREEMENT") in connection with the issuance by CML to
       the Lenders of its Common Stock Purchase Warrants (the "WARRANTS") for
       the purchase of CML's common equity. CML shall have duly authorized,
       executed and delivered to the Administrative Agent Warrants issued to
       each of the Lenders in form and substance satisfactory to the Lenders
       pursuant to the terms of the Warrant Purchase Agreement.

              (f)    MORTGAGES. CML and its Subsidiaries, as applicable, shall
       have delivered to the Administrative Agent fully executed fee mortgages,
       in form and substance satisfactory to the Administrative Agent, as to the
       Real Estate owned by CML or any of its Subsidiaries, as applicable, in
       Acton, Massachusetts, West Yarmouth, Massachusetts and Mill Valley,
       California, together with UCC-1 financing statements and such other
       documents and certificates with respect to such Real Estate as the
       Administrative Agent may request, including without limitation, copies of
       any environmental site assessments with respect to the Real Estate in
       Mill Valley, California.

              (g)    LIFE INSURANCE COLLATERAL ASSIGNMENTS. CML shall have
       executed and delivered to the Administrative Agent Life Insurance
       Collateral 

<PAGE>   27

                                      -27-



       Assignments in form and substance satisfactory to the Administrative
       Agent assigning to the Administrative Agent, for the benefit of the
       Lenders and the Administrative Agent, all of CML's right, title and
       interest in the Key Man Life Insurance Policies to secure the
       Obligations.

              (h)    AGENCY ACCOUNT AGREEMENTS. The Administrative Agent shall
       have received additional Agency Account Agreements, in form and substance
       satisfactory to the Administrative Agent, from each depository
       institution with which any of the Obligors has an account which the
       Administrative Agent has identified as a key concentration account,
       including, without limitation, Bank of America and NationsBank.

              (i)    SECURITY INTEREST IN AIRCRAFT. CML shall have executed and
       delivered to the Administrative Agent the Aircraft Security Agreement in
       form and substance satisfactory to the Administrative Agent granting in
       favor of the Administrative Agent, for the benefit of the Lenders and the
       Administrative Agent, a security interest in and mortgage over all of
       CML's right, title and interest in and to the 1983 Cessna single-engine
       aircraft (model #R182, serial #R192 01952) to secure the Obligations. The
       Administrative Agent shall have made all filings and taken all such other
       steps necessary or advisable in order to perfect or protect such security
       interest and mortgage, including without limitation, the filing of the
       Aircraft Security Agreement with the Federal Aviation Administration.

              (j)    PERFECTION CERTIFICATES AND UCC SEARCH RESULTS. The
       Administrative Agent shall have received from each of the Obligors
       updated Perfection Certificates and the results of UCC, patent, trademark
       and copyright searches with respect to the Collateral, indicating no
       liens other than Permitted Liens and otherwise in form and substance
       satisfactory to the Administrative Agent.

              (k)    INTELLECTUAL PROPERTY. CML and each of its Subsidiaries
       shall have executed and delivered to the Administrative Agent amendments
       to each of the Trademark Assignment, the Patent Assignment and the
       Copyright Mortgage in form and substance satisfactory to the
       Administrative Agent supplementing the lists of patents, trademarks and
       copyrights previously assigned and pledged to the Administrative Agent,
       for the benefit of the Lenders and the Administrative Agent. Each such
       amendment shall have been properly filed with the United States Patent
       and Trademark Office or the United States Office of Copyrights, as
       applicable.

              (l)    FINANCING STATEMENTS. Financing statements (including
       fixture financing statements and including any necessary UCC-3 amendment
       financing statements with respect to existing filings) executed and
       delivered by CML and each of its Subsidiaries, as applicable, shall have
       been filed with all appropriate jurisdictions as may be requested by the
       Administrative Agent to perfect, preserve or protect the Administrative
       Agent's security interest in the Collateral.


<PAGE>   28

                                      -28-



              (m)    REPRESENTATIONS AND WARRANTIES. All representations and
       warranties of CML and the Borrowers contained in Section 3 of this
       Amendment Agreement shall be true and correct.

              (n)    FEES AND EXPENSES. The Obligors shall have paid to the
       Administrative Agent, for its own account and for the accounts of the
       Lenders, as applicable, all fees required to be paid on or prior to the
       Amendment No. 1 Effective Date pursuant to the terms of the Fee Letter.
       The Obligors shall have paid to each Lender upon demand all out-of-pocket
       costs and expenses (including, without limitation, all fees and
       disbursements of legal counsel, the costs of intellectual property
       searches, UCC searches and filings, mortgage recording fees, intellectual
       property security interest filing fees, fees of title insurers, tax lien
       searches, commercial financial exams, collateral audits and other fees
       and expenses) incurred or sustained by such Lender in connection with
       this Amendment Agreement and the other transactions contemplated hereby.

              (o)    COLLATERAL REPORTS. The Lenders shall have received and
       reviewed and shall be satisfied with BankBoston Retail Finance's
       commercial finance examinations of the Borrowers. The Lenders shall have
       received and reviewed and shall be satisfied with Gordon Brothers' report
       as to the net recovery of cost inventory valuation of the Borrowers.

              (p)    LEGAL OPINION. The Administrative Agent shall have received
       a favorable legal opinion addressed to the Administrative Agent and the
       Lenders, dated as of the Amendment No. 1 Effective Date and in form and
       substance satisfactory to the Administrative Agent, from Hale and Dorr,
       counsel to the Obligors, the Guarantors and the Foreign Guarantors. The
       Obligors, the Guarantors and the Foreign Guarantors shall have instructed
       such counsel to deliver its opinion to the Administrative Agent.

              (q)    CERTIFIED COPIES OF CHARTER DOCUMENTS. The Administrative
       Agent shall have received from each of the Obligors a copy, certified by
       a duly authorized officer of such Person to be true and complete on the
       Amendment No. 1 Effective Date, of each of (i) its charter or other
       incorporation documents as in effect on such date of certification, and
       (ii) its by-laws as in effect on such date. Such certified copies shall
       be in form and substance reasonably satisfactory to the Administrative
       Agent.

              (r)    PROOF OF CORPORATE ACTION. The Administrative Agent shall
       have received from each of the Obligors copies, certified by a duly
       authorized officer of such Person to be true and complete on and as of
       the Amendment No. 1 Effective Date, of the records of all corporate
       action taken by such Person to authorize (i) such Person's execution and
       delivery of the Amendment Documents, and (ii) such Person's performance
       of all of its agreements and obligations under the Amendment Documents.
       Such certified copies shall be in form and substance reasonably
       satisfactory to the Administrative Agent.

              (s)    INCUMBENCY CERTIFICATE. The Administrative Agent shall have
       received incumbency certificates, dated the Amendment No. 1 Effective
       Date, 


<PAGE>   29

                                      -29-



       signed respectively by a duly authorized officer of each of the Obligors,
       and giving the name and bearing a specimen signature of each individual
       who shall be authorized (i) to sign, in the name and on behalf of such
       Person the Amendment Documents, and (ii) to give notices and to take
       other action on behalf of such Person under the Amendment Documents.

              (t)    CLOSING CERTIFICATE. The Administrative Agent shall have
       received a certificate, dated the Amendment No. 1 Effective Date, signed
       by the Chief Financial Officer and the Secretary of CML, to the effect
       that (i) each of the representations and warranties of any Obligor
       contained in the Credit Agreement, this Amendment Agreement and the other
       Loan Documents or in any document or instrument delivered pursuant to or
       in connection with the Credit Agreement was true as of the date as of
       which it was made and is true as of the Amendment No. 1 Effective Date,
       except to the extent that such representations and warranties relate
       expressly to any earlier date, (ii) no Default or Event of Default exists
       on the Amendment No. 1 Effective Date after giving effect to the waivers
       of the Specified Events of Default as provided in Section 2(a) above and
       the amendments to the Credit Agreement effected by Section 1 above and
       (iii) all conditions to the effectiveness of this Amendment Agreement set
       forth in this Section 4, other than those which are subject to the
       discretion of the Administrative Agent, the Issuing Bank or any Lender,
       have been satisfied in all respects.

              (u)    LEGAL FEES AND EXPENSES. The Obligors shall have paid or
       reimbursed (i) the Administrative Agent for all of the fees and
       disbursements of Bingham Dana LLP, the Administrative Agent's special
       counsel, and (ii) Rothschild for all of the fees and disbursements of
       Debevoise & Plimpton, Rothschild's special counsel, in each such case
       which shall have been incurred by the Administrative Agent or, as the
       case may be, Rothschild, in connection with the preparation, negotiation,
       execution and delivery of the Amendment Documents and the implementation
       of the transactions contemplated thereby, or which otherwise are required
       to be paid under the Credit Agreement.

              (v)    CERTIFICATES OF INSURANCE. The Administrative Agent shall
       have received (i) a certificate of insurance from an independent
       insurance broker dated as of the Amendment No. 1 Effective Date,
       identifying insurers, types of insurance, insurance limits, and policy
       terms, and otherwise describing the insurance obtained in accordance with
       the provisions of the Security Agreement and (ii) certified copies of all
       policies evidencing such insurance (or certificates therefore signed by
       the insurer or an agent authorized to bind the insurer) and the
       Administrative Agent shall be satisfied with the adequacy of all such
       insurance.

              (w)    NO MATERIALLY ADVERSE CHANGE. There shall not have occurred
       any materially adverse change in the condition (financial or otherwise),
       operations, assets, liabilities and/or prospects of CML and its
       Subsidiaries since November 1, 1997 other than as disclosed to the
       Administrative Agent and the Lenders in writing (including the Monthly
       Budget and the Weekly Budget attached as ANNEX A and ANNEX B,
       respectively, hereto) on or prior to the Amendment No. 1 Effective Date.


<PAGE>   30

                                      -30-



              (x)    LETTERS OF CREDIT. The Administrative Agent shall have
       received a list of all Letters of Credit which are issued and outstanding
       under the Credit Agreement as of the Amendment No. 1 Effective Date,
       including the undrawn face amount, beneficiary, number and expiry date of
       each such Letter of Credit.

              (y)    MONTHLY BUDGET AND WEEKLY BUDGET. The Lenders shall have
       received and reviewed and shall be satisfied with (i) the Monthly Budget
       of CML and its Subsidiaries for the period from March 1, 1998 through
       July 31, 1998 such Monthly Budget being attached as ANNEX A hereto, and
       (ii) the Weekly Budget for the period from March 1, 1998 through 
       April 30, 1998, such Weekly Budget being attached as ANNEX B hereto.

              (z)    CONSENTS AND APPROVALS, ETC. All consents, approvals and
       agreements necessary or advisable, in the judgment of any Lender, in
       connection with the execution, delivery and performance by the Obligors
       or any of their Subsidiaries of the Amendment Documents shall have been
       obtained and shall be in full force and effect. There shall not be any
       action pending which, in the judgment of any Lender, is likely to
       restrain, prevent or impose materially adverse conditions upon
       performance by the Obligors or any of their Subsidiaries or any of its or
       their respective obligations under the Amendment Documents or any of the
       other Loan Documents. No judgment, order or decree shall be outstanding,
       and no action shall have been taken by any governmental authority, that,
       in the judgment of any Lender or its counsel, has or is likely to have
       the effect of restraining, preventing or imposing materially adverse
       conditions upon (i) the performance by any of the Obligors or their
       respective Subsidiaries of their obligations under the Amendment
       Documents or any of the other Loan Documents, (ii) the extension of
       credit under the Credit Agreement or (iii) the security arrangements
       contemplated by the Security Documents.

       Section 5. PROVISIONS OF GENERAL APPLICATION.

              (a)    RELEASE. Each Obligor and its respective successors,
       assigns and Subsidiaries (collectively, the "RELEASORS"), as applicable,
       release and forever discharge the Administrative Agent, the Issuing Bank,
       each of the Lenders, and their respective parents, subsidiaries,
       affiliates, officers, directors, employees, agents, attorneys,
       predecessors, successors and assigns, both present and former
       (collectively together with the Administrative Agent, the Issuing Bank
       and the Lenders, the "BANK AFFILIATES"), of and from any and all manner
       of action and actions, causes of action, suits, debts, controversies,
       damages, judgments, executions, claims and demands whatsoever, asserted
       or unasserted, in law or in equity, against any of the Bank Affiliates
       which any Releasor ever had or now has on the date hereof, upon or by
       reason of any manner, cause, causes or thing whatsoever, whether
       presently existing, suspected, known, unknown, contemplated or
       anticipated.

              (b)    NO WAIVERS, ETC. None of the Administrative Agent, the
       Issuing Bank, or the Lenders has waived, is by this Amendment Agreement
       waiving, or has any intention of waiving, any Defaults or Events of
       Default which may be continuing on the date hereof or any Defaults or
       Events of Default which may 


<PAGE>   31

                                      -31-



       occur after the date hereof (other than the limited waivers provided in
       ss.2(a) with respect to the Specified Events of Default). Each of the
       Administrative Agent, the Issuing Bank and each of the Lenders reserves
       the right to exercise all of its rights and remedies under the Loan
       Documents or otherwise, subject only to the limitations expressly set
       forth in this Amendment Agreement. No delay on their part in exercising
       any of such rights or remedies shall be construed as a waiver of any of
       such rights or remedies.

              (c)    BANKRUPTCY. In the event that S&H shall: (i) file with any
       bankruptcy court of competent jurisdiction or be the subject of any
       petition under the federal Bankruptcy Code; (ii) be the subject of any
       order for relief issued under the federal Bankruptcy Code; (iii) file or
       be the subject of any petition seeking any reorganization, arrangement,
       composition, readjustment, liquidation, dissolution or similar relief
       under any present or future federal or state act or law relating to
       bankruptcy, insolvency or other relief for debtors; (iv) have sought or
       consented to or acquiesced in the appointment of any trustee, receiver,
       conservator or liquidator; or (v) be the subject of any order, judgment
       or decree entered by any court of competent jurisdiction approving a
       petition filed against S&H for any reorganization, arrangement,
       composition, readjustment, liquidation, dissolution or similar relief
       under any present or future federal or state act or law relating to
       bankruptcy, insolvency or other relief for debtors, then, subject to
       court approval, the Administrative Agent and the Lenders shall thereupon
       be entitled, and each of S&H and, in so far as it relates to the capital
       stock of S&H held by it, CML, irrevocably consents to, and irrevocably
       waives its right to object to, relief from the automatic stay imposed by
       Section 362 of the federal Bankruptcy Code, or otherwise, on or against
       the exercise of the rights and remedies otherwise available to the
       Administrative Agent and the Lenders as provided in the Loan Documents
       and this Amendment Agreement and as otherwise provided by law.

              (d)    REIMBURSEMENT OF EXPENSES. Each Obligor acknowledges that
       all reasonable out of pocket costs and expenses incurred by the
       Administrative Agent and each of the Lenders in connection with (i) the
       preparation, negotiation, execution, delivery and monitoring of this
       Amendment Agreement and the transactions contemplated thereby, and (ii)
       the discussions and meetings that preceded this Amendment Agreement
       (including, without limitation, legal and other professional and
       consultant's fees and disbursements), shall be paid by CML and the
       Borrowers and shall constitute a portion of the Obligations secured by
       the Collateral and guaranteed by the Guaranty and the Foreign Guaranties.

              (e)    LOAN DOCUMENTS. From and after the date hereof, this
       Amendment Agreement shall be deemed a Loan Document for all purposes of
       the Credit Agreement, and each reference to Loan Documents in the Credit
       Agreement shall be deemed to include this Amendment Agreement.

              (f)    APPLICABLE LAW. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED
       BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
       COMMONWEALTH OF MASSACHUSETTS.




<PAGE>   32

                                      -32-





              (g)    COUNTERPARTS. This Amendment Agreement may be executed in
       any number of counterparts, each of which shall constitute an original
       but all of which when taken together shall constitute but one agreement.
       Delivery of an executed counterpart of a signature page by facsimile
       transmission shall be effective as delivery of a manually executed
       counterpart of this Amendment Agreement.



<PAGE>   33
                                      -33-



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
date first above written.



                                   Very truly yours,



                                   CML GROUP, INC.


                                   By:
                                       ---------------------------------------- 
                                       Glenn E. Davis, Vice President -   
                                       Finance


                                   NORDICTRACK, INC.
                                   NORDIC ADVANTAGE, INC.
                                   SMITH & HAWKEN, LTD.


                                   By:
                                       ---------------------------------------- 
                                       Glenn E. Davis, Vice President





Agreed to and Accepted By:

BANKBOSTON, N.A.
(f/k/a The First National Bank of Boston),
individually and as Administrative Agent
and Issuing Bank


By: 
    ------------------------------------
    Name:
    Title:


ROTHSCHILD RECOVERY FUND, L.P.



By: 
    ------------------------------------
    Name:
    Title:







<PAGE>   34

                                      -34-




                  CONSENT OF GUARANTORS AND FOREIGN GUARANTORS


       Each of the undersigned hereby acknowledges and consents to Amendment 
No. 1 to Credit Agreement, dated as of March 11, 1998, and agrees that the
Guaranty dated as of April 17, 1996 and amended and restated as of August 28,
1997 executed by such Person in favor of the Administrative Agent and the
Lenders or, as the case may be, the Foreign Guaranty dated in April 1996
executed by such Person in favor of the Administrative Agent and the Lenders,
and all of the other Loan Documents to which such Person is a party remain in
full force and effect, and such Person confirms and ratifies all of its
obligations thereunder.



                                        OCR, INC.
                                        OBW, INC.
                                        WFH GROUP, INC.
                                        CML INTERNATIONAL (FSC), LTD.
                                        NORDICTRACK (U.K.) LTD.
                                        NORDIC ADVANTAGE OF
                                        ONTARIO, INC.
                                        NORDICTRACK GmbH
                                        OTNC, INC.
                                        BFPI, INC.



                                        By:
                                            ----------------------------------- 
                                            Glenn E. Davis, Vice President






<PAGE>   35

                                                                  SCHEDULE 2.1.5
                                                          to Amendment Agreement
                                                         and to Credit Agreement


                             SUB-OVERADVANCE AMOUNTS
<TABLE>
<CAPTION>


Nordictrack:
------------

                                                        Sub-Overadvance     
                          Week Ended                        Amount
                          ----------                    --------------

                         <S>                           <C>
                             3/7/98                     $    8,564,000
                            3/14/98                     $   12,784,000
                            3/21/98                     $   13,653,000
                            3/28/98                     $   17,726,000
                             4/4/98                     $   20,499,000
                            4/11/98                     $   21,232,000
                            4/18/98                     $   23,716,000
                            4/25/98                     $   24,688,000
                             5/2/98                     $   25,003,000
                         thereafter                     $0 until reset


<CAPTION>

S&H:
----

                                                       Sub-Overadvance     
                          Week Ended                        Amount
                          ----------                    --------------
                         <S>                           <C>

                             3/7/98                     $    1,844,000
                            3/14/98                     $    1,951,000
                            3/21/98                     $    2,766,000
                            3/28/98                     $    3,862,000
                             4/4/98                     $    4,723,000
                            4/11/98                     $    4,065,000
                            4/18/98                     $    3,923,000
                            4/25/98                     $    3,705,000
                             5/2/98                     $    2,786,000
                         thereafter                     $0 until reset


</TABLE>


<PAGE>   36

                                                                 SCHEDULE 10.5.2
                                                   TO AMENDMENT AGREEMENT AND TO
                                                                CREDIT AGREEMENT



                                ASSETS TO BE SOLD

A.     NordicTrack, Inc:

1.     104 Peavey Road 
       Chaska, Carver County, MN 55318

       A purchase agreement for the sale of this building and certain personal
       property located therein was executed as of March 6, 1998. The
       approximate cash sale price for the building and personal property is
       $1,750,000 (assessed value for real property tax purposes for 1998 is
       $1,422,100). The closing date for this transaction is expected to be no
       later than June 1998.

2.     419 Minnesota Street
       St. Peter, Nicollet County, MN 55318

       A purchase agreement for the sale of this building and certain personal
       property located therein was executed as of February 25, 1998. The
       approximate cash sale price for the building and personal property is
       $565,000 (assessed value for real property tax purposes for 1998 is
       $289,500). The closing date for this transaction is expected to be no
       later than June 1998.

3.     11 Peavey Road
       Chaska, Carver County, MN 55318

       An offer to purchase this building and land related thereto was received
       on March 2, 1998. The cash sale price for the building and land per the
       March 2, 1998 offer is $2,000,000, which has not been accepted. The
       parties are continuing to negotiate although a potential closing date for
       this transaction cannot be ascertained at this time.

B.     CML, Group, Inc.:

1.     586 Higgins Crowell Road
       West Yarmouth, MA 02673

       This property was listed with a real estate broker in December 1997 for
       the purpose of selling such property. A date when such a sale would be
       consummated cannot be ascertained at this time.

2.     Corporate Headquarters Property
       524 Main Street
       Acton, MA 01720

       CML intends to sell this property, and the property shall be listed for
       sale promptly.

3.     The aircraft that is the subject of the Aircraft Security Agreement.




<PAGE>   37

                                                                   SCHEDULE 11.4
                                                          to Amendment Agreement
                                                         and to Credit Agreement



                        MAXIMUM WEEKLY BORROWER EXPOSURE
<TABLE>
<CAPTION>

Nordictrack:
------------

                                       Maximum                      Maximum
            Week Ended            Borrower Exposure                  Loans
            ----------            -----------------                 -------

          <S>                     <C>                          <C>            
               3/7/98             $   20,001,000               $   18,317,000
              3/14/98             $   24,217,000               $   22,530,000
              3/21/98             $   25,530,000               $   23,843,000
              3/28/98             $   28,834,000               $   27,147,000
               4/4/98             $   31,816,000               $   30,129,000
              4/11/98             $   32,753,000               $   31,070,000
              4/18/98             $   35,015,000               $   33,332,000
              4/25/98             $   35,953,000               $   34,270,000
               5/2/98             $   36,747,000               $   35,064,000
           thereafter             $0 until reset               $0 until reset


<CAPTION>

S&H:
----
                                       Maximum                     Maximum
            Week Ended            Borrower Exposure                 Loans
            ----------            -----------------                -------
          <S>                     <C>                          <C>            

              3/7/98               $   11,169,000              $    9,108,000
             3/14/98               $   11,025,000              $    9,307,000
             3/21/98               $   11,757,000              $   10,209,000
             3/28/98               $   12,749,000              $   11,415,000
              4/4/98               $   13,930,000              $   12,297,000
             4/11/98               $   13,705,000              $   12,078,000
             4/18/98               $   13,552,000              $   12,275,000
             4/25/98               $   13,431,000              $   12,275,000
              5/2/98               $   12,973,000              $   11,342,000
          thereafter               $0 until reset              $0 until reset

</TABLE>



<PAGE>   38

                                                                       EXHIBIT D
                                                          to Amendment Agreement
                                                         and to Credit Agreement



                             COMPLIANCE CERTIFICATE




<PAGE>   39

                                                                         ANNEX A
                                                          to Amendment Agreement



                                 MONTHLY BUDGET




<PAGE>   40

                                                                         ANNEX B
                                                          to Amendment Agreement



                                  WEEKLY BUDGET