EXHIBIT 10.8

                 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

         This First Amendment to Loan and Security Agreement is made effective
as of this 30 day of November, 1998 by and between

         BankBoston Retail Finance Inc. as Agent for the Lenders
         party to a certain Loan and Security Agreement dated as of
         April 28, 1998, as amended and in effect;

         the Lenders party thereto; and

         Sunglass Hut Trading Corporation (hereinafter, in such capacity, the
         "Lead Borrower"), a Florida corporation with its principal executive
         offices at 255 Alhambra Circle, Coral Gables, Florida 33134, as agent
         for

                  Said Sunglass Hut Trading Corporation; and Watch Station,
                  Inc., a Florida corporation with its principal executive
                  offices at 255 Alhambra Circle, Coral Gables, Florida 33134
                  (individually, a "US Borrower" and collectively, the "US
                  Borrowers");

         and

         Sunglass Hut of Canada Ltd., an Ontario corporation with its principal
         executive offices at 205 Mathenson Blvd., East #11, Mississauga,
         Ontario, Canada L4Z 3EZ (the "CAN Borrower"); and

         Sunglass Hut International, Inc., a Florida corporation with its
         principal executive offices at 255 Alhambra Circle, Coral Gables,
         Florida 33134 (the "Parent")

in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.

                              W I T N E S S E T H:

         WHEREAS, on April 28, 1998, the Agent, the Lenders, the Parent and the
Borrowers entered in a certain Loan and Security Agreement,(as amended and in
effect, the "Agreement"); and

         WHEREAS, the Agent, the Lenders, the Parent and the Borrowers desire to
modify certain of the provisions of the Agreement as set forth herein.

         NOW, THEREFORE, it is hereby agreed among the Agent, the Lenders, the
Parent and the Borrowers as follows:

         1.       CAPITALIZED TERMS.  All capitalized terms used herein
                  and not otherwise defined shall have the same meaning
                  herein as in the Agreement.


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         2.       AMENDMENTS TO ARTICLE 1. The provisions of Article 1 of the
                  Agreement are hereby amended as follows:

                  (a)      by deleting the definition of "Base Margin" in its
                           entirety and substituting the following in its
                           stead:

                           "BASE MARGIN": 0 basis points.

                  (b)      by deleting the definition of "Commitment" in its
                           entirety and substituting the following in its
                           stead:

                           "COMMITMENT":  Subject to /section/2-22, as follows:

                           LENDER               DOLLAR                COMMITMENT
                                               COMMITMENT             PERCENTAGE
                           -----------------------------------------------------
                           BankBoston           $35,000,000.00         43.75%
                           Retail Finance
                           Inc.
                           -----------------------------------------------------
                           LaSalle              $20,000,000.00         25.0%
                           Business
                           Credit, Inc.
                           -----------------------------------------------------
                           Foothill             $25,000,000.00         31.25%
                           Capital
                           Corporation
                           -----------------------------------------------------

                  (c)      by deleting the definition of "LIBOR Margin" in
                           its entirety and substituting the following in its
                           stead:

                           "LIBOR MARGIN": 200 basis points.

                  (d)      by deleting the definition of "Loan Ceiling" in
                           its entirety and substituting the following in its
                           stead:

                           "LOAN CEILING": Eighty Million U.S. Dollars
                           ($80,000,000.00), subject to reduction in accordance
                           with the provisions of Section 2-9 hereof.

                  (e)      by deleting the definition of "Maturity Date" in
                           its entirety and substituting the following in its
                           stead:

                           "MATURITY DATE": November 30, 2001.

                  (f)      by adding the following new definition:

                           "BORROWING SUPPLEMENT":  The following amounts for
                           the periods indicated:

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                           PERIOD                       BORROWING SUPPLEMENT
                           -------------------------------------------------
                           November 23, 1998            $15,000,000.00
                           through May 31, 1999
                           -------------------------------------------------
                           June 1, 1999 through         $13,750,000.00
                           August 31, 1999
                           -------------------------------------------------
                           September 1, 1999            $12,500,000.00
                           through November 30,
                           1999
                           -------------------------------------------------
                           December 1, 1999             $11,250,000.00
                           through February 29,
                           2000
                           -------------------------------------------------
                           March 1, 2000 through        $10,000,000.00
                           May 31, 2000
                           -------------------------------------------------
                           June 1, 2000 through         $8,750,000.00
                           August 31, 2000
                           -------------------------------------------------
                           September 1, 2000            $7,500,000.00
                           through November 30,
                           2000
                           -------------------------------------------------
                           December 1, 2000             $6,250,000.00
                           through February 28,
                           2001
                           -------------------------------------------------
                           March 1, 2001 through        $5,000,000.00
                           May 31, 2001
                           -------------------------------------------------
                           June 1, 2001 through         $3,750,000.00
                           August 31, 2001
                           -------------------------------------------------
                           September 1, 2001            $2,500,000.00
                           through November 30,
                           2001
                           -------------------------------------------------
                           December 1, 2001             $1,250,000.00
                           through February 28,
                           2002
                           -------------------------------------------------
                           March 1, 2002 and            $0
                           thereafter
                           -------------------------------------------------

         3.       AMENDMENTS TO ARTICLE 2. The provisions of Article 2 of the
                  Agreement are hereby amended as follows:

                  (a)      by deleting the provisions of Section 2-1(b)(ii)(B)
                           in their entirety and substituting the following in
                           their stead:

                           (B)      The Borrowing Supplement

                  (b)      by deleting the number "$5,000,000.00" in Section
                           2-1(e) and substituting the number "$12,500,000.00"
                           in its stead.

                  (c)      by adding the following new subparagraph to Section
                           2-5(a):

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                                    (iii) No Revolving Credit Loan shall be made
                                    if, after giving effect to the making of
                                    such Revolving Credit Loan, the aggregate of
                                    all outstanding Revolving Credit Loans would
                                    exceed the amounts calculated under Section
                                    2-1(b)(ii) (exclusive of any amounts
                                    available under Section 2-1(b)(ii)(B)),
                                    unless, after giving effect to the making of
                                    such Revolving Credit Loan, the Borrower is
                                    in then compliance with the financial
                                    performance covenants set forth in Exhibit
                                    5-12.

         4.       AMENDMENTS TO ARTICLE 4. The provisions of Article 4 of the
                  Agreement are hereby amended as follows:

                  (a)      by deleting the words "10,000,000 shares" appearing
                           in Section 4-18(b) and substituting the words
                           "25,000,000 shares" in their stead.

                  (b)      by deleting the words "the first anniversary of this
                           Agreement" appearing in the second line of Section
                           4-26(a) and substituting the words "November 30,
                           1999" in their stead.

         5.       AMENDMENTS TO ARTICLE 5. The provisions of Article 5 of the
                  Agreement are hereby amended by adding the following new
                  section:

                           5-12. FINANCIAL PERFORMANCE COVENANTS. The Borrowers
                           shall observe and comply with those financial
                           performance covenants set forth on EXHIBIT 5-12,
                           annexed hereto.

         6.       AMENDMENTS TO EXHIBITS. The Exhibits to the Agreement are
                  hereby amended by deleting EXHIBIT 1-2 in its entirety and by
                  adding EXHIBIT 5-12 thereto in the form annexed hereto.

         7.       RATIFICATION OF LOAN DOCUMENTS. Except as provided herein, all
                  terms and conditions of the Agreement and the other Loan
                  Documents remain in full force and effect. The Borrower hereby
                  ratifies, confirms, and reaffirms (i) all of the
                  representations, warranties and covenants therein contained
                  (except to the extent that such representations and warranties
                  expressly relate to an earlier date), and (ii) that all
                  Collateral secures all of the Liabilities, as modified hereby.

         8.       CONDITIONS TO EFFECTIVENESS. This First Amendment to Loan and
                  Security Agreement shall not be effective until each of the
                  following conditions precedent have been fulfilled to the
                  satisfaction of the Agents:

                  (a)      This First Amendment to Loan and Security
                           Agreement shall have been duly executed and
                           delivered by the Borrowers, the Parent, the Agent
                           and such percentage of the Lenders as is required
                           to consent hereto under the terms of the Agency
                           Agreement.  The Agent shall have received a fully
                           executed copy hereof and of each other document
                           required hereunder.

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                  (b)      All action on the part of the Borrowers and the
                           Parent necessary for the valid execution, delivery
                           and performance by the Borrowers and the Parent of
                           this First Amendment to Loan and Security
                           Agreement shall have been duly and effectively
                           taken.  The Agent shall have received from each of
                           the Borrowers and the Parent, a true copy of their
                           respective certificate of the resolutions adopted
                           by their respective board of directors authorizing
                           the transactions described herein, certified by
                           their respective secretaries as of a recent date
                           to be true and complete.

                  (c)      The Borrowers shall have paid to the Agent, for the
                           ratable benefit of the Lenders an amendment fee in
                           the sum of $200,000.00.

                  (d)      The Borrowers shall have executed and delivered to
                           the Agent an amendment to the Fee Letter on terms
                           reasonably satisfactory to the Agent and shall have
                           paid the Agent any amounts then due thereunder.

                  (e)      The Borrower shall have paid to the Agent all fees
                           and expenses then due and owing pursuant to the Loan
                           and Security Agreement, as modified hereby,
                           including, without limitation, reasonable attorneys'
                           fees incurred by the Agent and each of the Lenders.

                  (f)      The Agent shall have received an opinion of counsel
                           to the Obligors in form and substance satisfactory to
                           the Agent.

                  (g)      No Suspension Event shall have occurred and be
                           continuing.

                  (h)      The Borrower shall have provided such additional
                           instruments and documents to the Agent as the Agent
                           and its counsel may have reasonably requested.

         9.       MISCELLANEOUS.

                  (a)      This First Amendment to Loan and Security Agreement
                           may be executed in several counterparts and by each
                           party on a separate counterpart, each of which when
                           so executed and delivered shall be an original, and
                           all of which together shall constitute one
                           instrument.

                  (b)      This First Amendment to Loan and Security Agreement
                           expresses the entire understanding of the parties
                           with respect to the transactions contemplated hereby.
                           No prior negotiations or discussions shall limit,
                           modify, or otherwise affect the provisions hereof.

                  (c)      Any determination that any provision of this First
                           Amendment to Loan and Security Agreement or any
                           application hereof is invalid, illegal or
                           unenforceable in any respect and in any instance
                           shall not effect the validity, legality, or
                           enforceability of such provision

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<PAGE>

                           in any other instance, or the validity, legality or
                           enforceability of any other provisions of this First
                           Amendment to Loan and Security Agreement.

                  (d)      The Borrowers shall pay on demand all costs and
                           expenses of the Agent and each of the Lenders,
                           including, without limitation, reasonable attorneys'
                           fees in connection with the preparation, negotiation,
                           execution and delivery of this First Amendment to
                           Loan and Security Agreement.

                  (e)      The Borrowers and the Parent each warrant and
                           represent that the Borrowers and the Parent each have
                           consulted with independent legal counsel of their
                           selection in connection with this First Amendment to
                           Loan and Security Agreement and are not relying on
                           any representations or warranties of the Agent or any
                           Lender or their respective counsel in entering into
                           this First Amendment.

         IN WITNESS WHEREOF, the parties have hereunto caused this First
Amendment to Loan and Security Agreement to be executed and their seals to be
hereto affixed as of the date first above written.

                                           "AGENT"

                                           BANKBOSTON RETAIL FINANCE INC.

                                           By:__________________________

                                           Name:________________________

                                           Title:_______________________

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<PAGE>

                                           "LENDERS"

                                           BANKBOSTON RETAIL FINANCE INC.

                                           By:__________________________

                                           Name:________________________

                                           Title:_______________________

                                           LASALLE BUSINESS CREDIT, INC.

                                           By:__________________________

                                           Name:________________________

                                           Title:_______________________

                                           FOOTHILL CAPITAL CORPORATION

                                           By:__________________________

                                           Name:________________________

                                           Title:_______________________

                                           "LEAD BORROWER"

                                           SUNGLASS HUT TRADING
                                           CORPORATION

                                           By:__________________________

                                           Name:________________________

                                           Title:_______________________

                                           "BORROWERS"

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<PAGE>

                                           SUNGLASS HUT TRADING
                                           CORPORATION

                                           By:__________________________

                                           Name:________________________

                                           Title:_______________________

                                           WATCH STATION, INC.

                                           By:__________________________

                                           Name:________________________

                                           Title:_______________________

                                           SUNGLASS HUT OF CANADA LTD.

                                           By:__________________________

                                           Name:________________________

                                           Title:_______________________

                                           "PARENT"

                                           SUNGLASS HUT INTERNATIONAL,
                                           INC.

                                           By:__________________________

                                           Name:________________________

                                           Title:_______________________

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