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                                                               EXHIBIT 10.1



                                 AMENDMENT NO. 1

                                       TO

                           LOAN AND SECURITY AGREEMENT

                                   AND CONSENT

         THIS AMENDMENT NO. 1 AND CONSENT ("Amendment No. 1 and Consent") is
entered into as of January 19, 2005, by and among ROCKY SHOES & BOOTS, INC., a
corporation organized and existing under the laws of the State of Ohio,
LIFESTYLE FOOTWEAR, INC., a corporation organized and existing under the laws of
the State of Delaware, EJ FOOTWEAR LLC, a limited liability company organized
and existing under the laws of the State of Delaware, HM LEHIGH SAFETY SHOE CO.
LLC, a limited liability company organized and existing under the laws of the
State of Delaware, GEORGIA BOOT LLC, a limited liability company organized and
existing under the laws of the State of Delaware, GEORGIA BOOT PROPERTIES LLC, a
limited liability company organized and existing under the laws of the State of
Delaware, DURANGO BOOT COMPANY LLC, a limited liability company organized and
existing under the laws of the State of Delaware, NORTHLAKE BOOT COMPANY LLC, a
limited liability company organized and existing under the laws of the State of
Delaware, LEHIGH SAFETY SHOE CO. LLC, a limited liability company organized and
existing under the laws of the State of Delaware, LEHIGH SAFETY SHOE PROPERTIES
LLC, a limited liability company organized and existing under the laws of the
State of Delaware (each a "Borrower" and jointly and severally, "Borrowers"),
the financial institutions party thereto (each a "Lender" and collectively, the
"Lenders"), GMAC COMMERCIAL FINANCE LLC, as administrative agent and sole lead
arranger for the Lenders (in such capacities, the "Agent"), BANK OF AMERICA,
N.A., as syndication agent (in such capacity, the "Syndication Agent") and ROYAL
BANK OF SCOTLAND PLC, as documentation agent (in such capacity, the
"Documentation Agent").

                                   BACKGROUND

         Borrowers, Agent and Lenders are parties to a Loan and Security
Agreement dated as of January 6, 2005 (as amended, restated, supplemented or
otherwise modified from time to time, the "Loan Agreement") pursuant to which
Agent and Lenders provide Borrowers with certain financial accommodations.

         Agent has informed Borrowers that, pursuant to Section 9.5 of the Loan
Agreement, it has entered into Assignment and Acceptance Agreements with new
Lenders and has requested Borrowing Agent to consent to each such assignment.
Agent has further informed Borrowers that GMAC CF has assumed the roles of
administrative agent and sole lead arranger for the Lenders, Bank of America,
N.A. has become the Syndication Agent and Royal Bank of Scotland PLC has become
the Documentation Agent, and has requested Borrowers to consent to such
appointments. Borrowing Agent and each Borrower consent to all of the foregoing
upon the terms and conditions set forth herein.

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         NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by Agent
and Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.

         2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Loan Agreement is hereby
amended as follows: -

                  (a) The phrase "and GMAC COMMERCIAL FINANCE LLC, a Delaware
limited liability company (in its individual capacity, `GMAC CF'), for itself
and as a Lender and as Agent" appearing in the first paragraph of the Recitals
section of the Agreement is hereby replaced by the following:

                           ", GMAC COMMERCIAL FINANCE LLC, a Delaware limited
                           liability company (in its individual capacity, `GMAC
                           CF'), for itself, and as administrative agent and
                           sole lead arranger for the Lenders (in such
                           capacities, the `Agent'), BANK OF AMERICA, N.A., as
                           syndication agent (in such capacity, the `Syndication
                           Agent') and ROYAL BANK OF SCOTLAND PLC, as
                           documentation agent (in such capacity, the
                           `Documentation Agent')."

                  (b) Section 1.2 of the Loan Agreement is amended by inserting
the following new defined terms in their appropriate alphabetical order:

                           "Amendment 1" shall mean Amendment No. 1 to this
                           Agreement dated as of January 19, 2005.

                           "Amendment 1 Closing Date" shall mean the date upon
                           which all of the conditions precedent to the
                           effectiveness to Amendment 1 have been satisfied.

                           "Documentation Agent" has the meaning assigned to
                           that term in the Recitals section of this Agreement.

                            "Syndication Agent" has the meaning assigned to that
                           term in the Recitals section of this Agreement.

                  (c)      A new Section 9.10 is added to the Loan Agreement
as follows:

                           "9.10. Other Agents. The entities identified in the
                           Recitals section of this Agreement as the
                           `Syndication Agent' and `Documentation Agent' shall
                           not have any right, power, obligation, liability,
                           responsibility or duty under this Agreement (or any
                           of the Loan Documents) other than those applicable to
                           all Lenders as such. Without limiting the foregoing,
                           the


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                           entities so identified as the `Syndication Agent'
                           and the `Documentation Agent' shall not have or be
                           deemed to have any fiduciary relationship with any
                           Lender. Each Lender acknowledges that it has not
                           relied, and will not rely, on the entity so
                           identified as the `Syndication Agent' or the
                           `Documentation Agent' in deciding to enter into this
                           Agreement and each of the Loan Documents to which it
                           is a party or in taking or not taking action
                           hereunder or thereunder."


         3. Consent to Assignments. Borrowing Agent, and each Borrower, hereby
consents to the assignments as of the Amendment No. 1 Closing Date and agrees to
issue and deliver to Agent, substantially contemporaneously with the return to
Borrowing Agent of the Notes executed and delivered on or about the Closing
Date, amended and restated Notes dated as of the Amendment No. 1 Closing Date
for each Lender, evidencing Borrowers' Obligations with respect to each such
Lender's respective Revolving Loan Commitments and Term Loan A Commitments as of
such date.

         4. Conditions of Effectiveness. This Amendment No. 1 and Consent shall
become effective upon satisfaction of the following conditions precedent, each
of which shall be in form and substance reasonably satisfactory to Agent and its
counsel:

                  (a) Agent shall have received eight (8) copies of this
Amendment No. 1 and Consent duly executed by each Borrower and each Lender;

                  (b) Agent shall have received executed originals of each
Assignment and Acceptance Agreement, duly executed by GMAC CF and each other
Lender, after giving effect to which each Lender's respective Revolving Loan
Commitments and Term Loan A Commitments shall be as set forth on the execution
page of this Amendment No. 1 and Consent;

                  (c) Agent shall have received amended and restated Notes dated
as of the Amendment No. 1 Closing Date for each Lender, evidencing Borrowers'
Obligations with respect to each such Lender's respective Revolving Loan
Commitments and Term Loan A Commitments as of such date; and

                  (d) Agent shall have received such other certificates,
instruments, documents, agreements and opinions of counsel as may be required by
Agent or its counsel relating to the transactions contemplated in this Amendment
No. 1 and Consent.

         5. Representations and Warranties. Each Borrower hereby represents and
warrants as follows:

                  (a) This Amendment No. 1 and Consent and the Loan Agreement,
as amended hereby, constitute legal, valid and binding obligations of Borrowers
and are enforceable against each Borrower in accordance with their respective
terms.

                  (b) Upon the effectiveness of this Amendment No. 1, each
Borrower hereby reaffirms all covenants, representations and warranties made in
the Loan Agreement to the extent


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the same are not amended hereby, and agrees that all such covenants,
representations and warranties shall be deemed to have been remade as of the
effective date of this Amendment No. 1 and Consent, except to the extent any
such representation or warranty expressly relates to an earlier date.

                  (c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Amendment No. 1 and
Consent.

                  (d) No Borrower has any defense, counterclaim or offset with
respect to the Loan Agreement.

         6. Effect on the Loan Agreement.

                  (a) Upon the effectiveness of Section 2 hereof, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.

                  (b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.

                  (c) The execution, delivery and effectiveness of this
Amendment No. 1 and Consent shall not operate as a waiver of any right, power or
remedy of Agent or Lenders, nor constitute a waiver of any provision of the Loan
Agreement, or any other documents, instruments or agreements executed and/or
delivered under or in connection therewith.

         7. Governing Law. This Amendment No. 1 and Consent shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns and shall be governed by and construed in accordance with
the laws of the State of New York.

         8. Headings. Section headings in this Amendment No. 1 and Consent are
included herein for convenience of reference only and shall not constitute a
part of this Amendment No. 1 and Consent for any other purpose.

         9. Counterparts; Facsimile. This Amendment No. 1 and Consent may be
executed by the parties hereto in one or more counterparts, each of which shall
be deemed an original and all of which when taken together shall constitute one
and the same agreement. Any signature delivered by a party by facsimile
transmission shall be deemed to be an original signature hereto.


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         IN WITNESS WHEREOF, this Amendment No. 1 and Consent has been duly
executed as of the day and year first written above.

                                          ROCKY SHOES & BOOTS, INC.
                                          LIFESTYLE FOOTWEAR, INC.
                                          EJ FOOTWEAR LLC
                                          HM LEHIGH SAFETY SHOE CO. LLC
                                          GEORGIA BOOT LLC
                                          GEORGIA BOOT PROPERTIES LLC
                                          DURANGO BOOT COMPANY LLC
                                          NORTHLAKE BOOT COMPANY LLC
                                          LEHIGH SAFETY SHOE CO. LLC
                                          LEHIGH SAFETY SHOE PROPERTIES LLC


                                          By: /s/ James E. McDonald
                                              -------------------------
                                          Name: James E. McDonald
                                          Title: Chief Financial Officer of
                                          each of the foregoing Borrowers

                                          GMAC COMMERCIAL FINANCE LLC


                                          By: /s/ William J. Fitzgerald
                                              -------------------------
                                          Name:  William J. Fitzgerald
                                          Title: Vice President

                                          Revolving Loan Commitment:
                                          $27,118,640.00
                                          Term Loan A Commitment:
                                          $4,881,355.20

                                          BANK OF AMERICA, N.A.


                                          By: /s/ Anthony Vassallo
                                              -------------------------
                                          Name:  Anthony Vassallo
                                          Title:  Senior Vice President

                                          Revolving Loan Commitment:
                                          $21,186,440.00
                                          Term Loan A Commitment:
                                          $3,813,559.20



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                                          ROYAL BANK OF SCOTLAND PLC


                                          By: /s/ Craig Hamrah
                                              -------------------------
                                          Name: Craig Hamrah
                                          Title:  Senior Vice President

                                          Revolving Loan Commitment:
                                          $17,796.610.00
                                          Term Loan A Commitment:
                                          $3,203,389.80

                                          PNC BANK, NATIONAL ASSOCIATION


                                          By: /s/ Eileen Clemmons
                                              -------------------------
                                          Name: Eileen Clemmons
                                          Title: Vice President

                                          Revolving Loan Commitment:
                                          $17,796.610.00
                                          Term Loan A Commitment:
                                          $3,203,389.80

                                          COMERICA BANK


                                          By: /s/ Harold Dalton
                                              -------------------------
                                          Name: Harold Dalton
                                          Title: Vice President

                                          Revolving Loan Commitment:
                                          $16,101,700.00
                                          Term Loan A Commitment:
                                          $2,898,306.00




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