<PAGE>   1
                                                                   EXHIBIT 10.20


                       FIRST AMENDMENT TO LOAN AGREEMENT
                            AND OTHER LOAN DOCUMENTS

         THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this
"Amendment") is made and entered into this 3rd day of May, 1996, by and among
FOSTER GRANT GROUP, L.P., a Delaware limited partnership (the "Company"), BEC
GROUP, INC., a Delaware corporation (the "Guarantor"), and FIRST INTERSTATE
BANK OF TEXAS, N.A., a national banking association (the "Bank").

                             PRELIMINARY STATEMENTS

         A.      The Company, Benson Eyecare Corporation, a Delaware
corporation (the "Original Guarantor"), and the Bank have entered into that
certain Loan Agreement, dated March 31, 1995 (the "Loan Agreement");

         B.      The Original Guarantor desires to (i) sell a portion of its
assets to, and in connection therewith, merge with and into Essilor Acquisition
Corporation (the "Merger Transaction"), and (ii) transfer its remaining assets
not sold to Essilor Acquisition Corporation in connection with the Merger
Transaction to the Guarantor (the "Transfer");

         C.      In connection with the Merger Transaction and Transfer, the
Original Guarantor desires to be released from its obligations under the Loan
Agreement and the Other Loan Documents, and the Guarantor desires to assume all
of such obligations; and

         D.      The Company, the Original Guarantor, the Guarantor and the
Bank desire to amend the Loan Agreement and the other Loan Documents (as
defined in the Loan Agreement) as set forth in this Amendment.

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:

                                   ARTICLE I
                                  DEFINITIONS

         1.01    Capitalized terms used in this Amendment are defined in the
Loan Agreement, as amended hereby, unless otherwise stated.

                                   ARTICLE II
                                   AMENDMENTS

         2.01    AMENDMENT TO PREAMBLE OF THE LOAN AGREEMENT. Effective as of
the date hereof, the preamble of the Loan Agreement is hereby amended by
deleting therefrom the name "BENSON EYECARE CORPORATION" and substituting in
lieu thereof the name "BEC GROUP, INC.".





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         2.02    AMENDMENT TO SECTION 5(f) OF THE LOAN AGREEMENT. Effective as
of the date hereof, Section 5(f) of the Loan Agreement is hereby amended by
deleting therefrom the words "Facility A and Facility B (each as hereinafter
defined)" and substituting in lieu thereof the words "Credit Agreement (as
hereinafter defined)".

         2.03    AMENDMENT TO SECTION 9(a) TO THE LOAN AGREEMENT. Effective as
of the date hereof, Section 9(a) of the Loan Agreement is hereby amended and
restated in its entirety to read as follows:

                 "(a)(1)  Consolidated Fixed Charge Ratio. Maintain, on a
         rolling four quarter basis (i.e. as of the end of each calendar
         quarter for the twelve-month period ended as of the end of each
         quarter for which any determination is being made) ending during the
         periods set forth below, a Consolidated Fixed Charge Ratio of not less
         than the ratio set forth opposite the respective periods set forth
         below:

<TABLE>
<CAPTION>
                     Period                                   Ratio
                     ------                                   -----
         <S>                                               <C>
         May 31, 1996 through June 30, 1997                1.50 to 1.00
         July 1, 1997 through June 30, 1998                1.25 to 1.00
         July 1, 1997 and thereafter                       1.50 to 1.00
</TABLE>

                 (a)(2) Consolidated Funded Indebtedness to Consolidated
         EBITDA. Maintain, on a rolling four quarter basis (i.e. as of the end
         of each calendar quarter for the twelve-month period ended as of the
         end of each quarter for which any determination is being made) ending
         during the periods set forth below, a ratio of Consolidated Funded
         Indebtedness at the end of such rolling four quarters to Consolidated
         EBITDA for such rolling four quarters of less than the ratio set forth
         opposite the respective periods set forth below:

<TABLE>
<CAPTION>
                     Period                                   Ratio
                     ------                                   -----
         <S>                                               <C>
         May 31, 1996 through June 30, 1997                3.50 to 1.00
         July 1, 1997 through September 30, 1999           3.25 to 1.00
         October 1, 1999 and thereafter                    3.00 to 1.00
</TABLE>

                 (a)(3) Consolidated Net Worth. Maintain at all times
         Consolidated Net Worth not less than an amount equal to Consolidated
         Net Worth on April 3, 1996, less $9,000,000, such amount to be
         increased as at the first day of each Fiscal Year, beginning with the
         Fiscal Year ending December 31, 1997, by fifty percent (50%) of (a)
         Consolidated Net Income for the immediately preceding Fiscal Year and
         (b) the Net Proceeds of any Equity Offering consummated during the
         immediately preceding fiscal year; provided, however, in no event
         shall the Consolidated Net Worth requirement be decreased as a result
         of a net loss of the Guarantor and its subsidiaries (i.e., negative





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         Consolidated Net Income) for any Fiscal Year. Any increase calculated
         pursuant hereto shall be determined based upon financial statements
         delivered in accordance with Section 8(a) hereof; provided, however
         such increase shall be deemed effective as of the first day of the
         Fiscal Year in which such financial statements are delivered.

                 (a)(4) Capital Expenditures. Not make or become committed to
         make (a) Capital Expenditures with respect to Displays which exceed
         $10,000,000 in the aggregate in any Fiscal Year and (b) Capital
         Expenditures with respect to any asset other than Displays which
         exceed $5,000,000 in the aggregate in any Fiscal Year (all on a
         noncumulative basis, with the effect that amounts not expended in any
         Fiscal Year may not be carried forward to a subsequent period;
         provided, however, in no event shall the sum of all Capital
         Expenditures (for all assets, including Displays) otherwise permitted
         under clause (a) and (b) exceed the aggregate amount of $25,000,000
         for any period of two consecutive Fiscal Years).

                 (a)(5) Special Calculations. Notwithstanding anything in this
         Agreement to the contrary, prior to June 30, 1997, all calculations of
         Consolidated EBITDA and Consolidated Net Income shall be based upon
         the pro forma financial information of the Guarantor.

         For purposes of this Section 9(a), the foregoing terms shall have the
         corresponding meanings set forth:

                 "Asset Disposition" means any voluntary disposition, whether
         by sale, lease or transfer, other than as permitted under Section 10.4
         of the Credit Agreement as in effect on the date hereof, of (a) any or
         all of the assets of the Guarantor or its subsidiaries, and (b) any of
         the capital stock, or securities or investments exchangeable,
         exercisable or convertible for or into, or otherwise entitling the
         holder to receive, any of the capital stock of any subsidiary of the
         Guarantor (other than a disposition to a Guarantor (as such term is
         defined in the Credit Agreement as in effect on April 3, 1996)).

                 "Capital Expenditures" means, with respect to the Guarantor
         and its subsidiaries for any period of computation thereof, the sum of
         (without duplication) (i) all expenditures (whether paid in cash or
         accrued as liabilities) by the Guarantor or any subsidiary during such
         period for items that would be classified as "property, plant or
         equipment" or comparable items on the consolidated balance sheet of
         the Guarantor and its subsidiaries, including without limitation all
         transactional costs incurred in connection with such expenditures
         provided the same have been capitalized, excluding, however, the
         amount of any Capital Expenditures paid for with proceeds of casualty
         insurance as evidenced in writing and submitted to the Bank, and (ii)
         with respect to any Capital Lease entered into by the Guarantor or its
         subsidiaries during such period, the present value of the lease
         payments due under such Capital Lease over the term of such Capital
         Lease applying a discount rate equal to the interest rate provided in
         such lease, all of the foregoing in accordance with generally accepted
         accounting principles applied on a consistent basis; provided,
         however, for the purposes of calculating the Guarantor's





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         Consolidated Fixed Charge Ratio, "Capital Expenditures" shall only
         include capital expenditures for the purchase of Displays in excess of
         $6,000,000 during the period of determination.

                 "Capital Leases" means all leases which have been or should be
         capitalized in accordance with generally accepted accounting
         principles, including Statement No. 13 of the Financial Accounting
         Standards Board and any successor thereof, applied on a consistent
         basis.

                 "Common Stock" means the common stock, par value $.01 per
         share, of the Guarantor.

                 "Consolidated EBITDA" means, with respect to the Guarantor and
         its subsidiaries for any period of computation thereof, the sum of,
         without duplication, (i) Consolidated Net Income, (ii) Consolidated
         Interest Expense, (iii) taxes on income, (iv) amortization, and (v)
         depreciation, all determined on a consolidated basis in accordance
         with generally accepted accounting principles applied on a consistent
         basis.

                 "Consolidated Fixed Charge Ratio" means, with respect to the
         Guarantor and its subsidiaries for any period of computation thereof,
         the ratio of (i) Consolidated EBITDA for such period less (A) Capital
         Expenditures for such period and (B) the amount of depreciation during
         such period in excess of $6,000,000 attributable to Displays, to (ii)
         Consolidated Fixed Charges for such period.

                 "Consolidated Fixed Charges" means, with respect to the
         Guarantor and its subsidiaries for any period of computation thereof,
         the sum of, without duplication, (i) Consolidated Interest Expense
         less non-cash interest expense with respect to the Subordinated Debt,
         (ii) the principal amount of Consolidated Funded Indebtedness due and
         payable during such period, (iii) all dividends and other
         distributions (other than distributions in the form of any stock
         (including without limitation capital stock of the Guarantor),
         security, note or other instrument) paid during such period
         (regardless of when declared) on any shares of capital stock of the
         Guarantor then outstanding, including without limitation its Common
         Stock, (iv) all payments under Capital Leases made during such period
         and (v) all state and federal taxes paid in cash during such period,
         all determined on a consolidated basis in accordance with generally
         accepted accounting principles applied on a consistent basis.

                 "Consolidated Funded Indebtedness" means, with respect to the
         Guarantor and its subsidiaries at any time as of which the amount
         thereof is to be determined, the sum of (i) Indebtedness for Money
         Borrowed of the Guarantor and its subsidiaries at such time, less the
         amount of all outstanding Subordinated Debt at such time and (ii) the
         face amount of all outstanding letters of credit issued for the
         account of the Guarantor or any of its subsidiaries and all
         obligations (to the extent not duplicative) arising under such letters
         of credit, all determined on a consolidated basis in accordance with
         generally accepted accounting principles applied on a consistent
         basis.





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<PAGE>   5
                 "Consolidated Interest Expense" means, with respect to the
         Guarantor and its subsidiaries for any period of computation thereof,
         the gross interest expense of the Guarantor and its subsidiaries,
         including without limitation (i) the current amortized portion of debt
         discounts to the extent included in gross interest expense, (ii) the
         current amortized portion of all fees (including, without limitation,
         fees payable in respect of any interest rate swap agreements) payable
         in connection with the incurrence of Indebtedness to the extent
         included in gross interest expense and (iii) the portion of any
         payments made in connection with Capital Leases allocable to interest
         expense, all determined on a consolidated basis in accordance with
         generally accepted accounting principles applied on a consistent
         basis.

                 "Consolidated Net Income" means, with respect to the Guarantor
         and its subsidiaries for any period of computation thereof, the net
         income of the Guarantor and its subsidiaries, but excluding as income
         any net gain or credit of an extraordinary nature, all determined on a
         consolidated basis in accordance with generally accepted accounting
         principles applied on a consistent basis.

                 "Consolidated Net Worth" means, at any time as of which the
         amount thereof is to be determined, Consolidated Shareholders' Equity.

                 "Consolidated Shareholders' Equity" means, at any time as of
         which the amount thereof is to be determined, the sum of the following
         in respect of the Guarantor and its subsidiaries (determined on a
         consolidated basis and excluding intercompany items among the
         Guarantor and its subsidiaries and any upward adjustment after April
         3, 1996, due to revaluation of assets): (i) the amount of issued and
         outstanding share capital, plus (ii) the amount of additional paid-in
         capital and retained income (or, in the case of a deficit, minus the
         amount of such deficit), plus (iii) the amount of any foreign currency
         translation adjustment (if positive, or, if negative, minus the amount
         of such translation adjustment) minus (iv) the amount of any treasury
         stock, all as determined in accordance with generally accepted
         accounting principles applied on a consistent basis.

                 "Debt Offering" means the incurrence of any Indebtedness For
         Money Borrowed permitted hereunder whether in connection with a public
         or private offering of debt securities of the Guarantor or any
         subsidiary (other than debt securities issued to the Guarantor or a
         Guarantor (as such term is defined in the Credit Agreement as in
         effect on April 3, 1996) or otherwise.

                 "Displays" means all displays for retail sales of
         non-prescription eyeware purchased by the Guarantor or any subsidiary
         in the ordinary course of business.

                 "Equity Offering"  means a public or private offering of
         equity securities (including, without limitation, any security or
         investment not constituting Indebtedness exchangeable, exercisable or
         convertible for or into, or otherwise entitling the holder to receive,
         equity securities) of the Guarantor or any subsidiary (other than
         securities issued





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<PAGE>   6
         to the Guarantor or any subsidiary); provided, however, the term
         "Equity Offering" shall not include any Equity Offering that does not
         result in any Net Proceeds to the Guarantor or any subsidiary.

                 "Fiscal Year" means the twelve (12) month period ended
         December 31 of each calendar year;

                 "Indebtedness" of a person shall mean, without duplication,
         (i) all Indebtedness for Money Borrowed, (ii) all obligations of such
         person arising under acceptance facilities, (iii) the undrawn face
         amount of, and unpaid reimbursement obligations in respect of, all
         letters of credit issued for the account of such person, (iv) all
         obligations of such person upon which interest charges are customarily
         paid, other than trade payables incurred in the ordinary course of
         business, operating leases and taxes, (v) all obligations of such
         person under conditional sale or other title retention agreements
         relating to property purchased by such person (even though the rights
         and remedies of the seller or lender under such agreement in the event
         of default are limited to repossession or sale of such property), (vi)
         all executory obligations of such person in respect of Rate Hedging
         Obligations and (vii) all Contingent Obligations (as defined in the
         Credit Agreement as in effect on April 3, 1996) in respect of
         Indebtedness of other persons.

                 "Indebtedness for Money Borrowed" of any person shall mean all
         indebtedness in respect of money borrowed, including without
         limitation all Capital Leases and the deferred purchase price of any
         property or asset, evidenced by a promissory note, bond, debenture or
         similar written obligation for the payment of money, other than trade
         payables incurred in the ordinary course of business (including, but
         not limited to, with respect to the Guarantor and its subsidiaries,
         all Subordinated Debt, the TIA Debt, and all conditional sales or
         similar title retention agreements).

                 "Indenture" means that certain Indenture dated on or about
         April 3, 1996 between IBJ Schroder Bank and Trust Company, as Trustee
         and the Guarantor.

                 "Lien" means any interest in property securing any obligation
         owed to, or a claim by, a person other than the owner of the property,
         whether such interest is based on common law, statute or contract, and
         including but not limited to any lien or security interest arising
         from a mortgage, encumbrance, pledge, security agreement, conditional
         sale or trust receipt or a lease, consignment or bailment for security
         purposes. For purposes of this Agreement, the Guarantor and its
         subsidiaries shall be deemed to be the owners of any property which
         either of them have acquired or hold subject to a conditional sale
         agreement, financing lease, or other arrangement pursuant to which
         title to the property has been retained by or vested in some other
         person for security purposes.

                 "Net Proceeds" (a) from any Equity Offering or Debt Offering
         means cash payments received by the Guarantor therefrom as and when
         received, net of all legal, accounting, banking and underwriting fees
         and expenses, commissions, discounts and other issuance expenses
         incurred in connection therewith and all taxes required to be paid





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<PAGE>   7
         or accrued as a consequence of such issuance; and (b) from any Asset
         Disposition means cash payments received by the Guarantor therefrom
         (including any cash payments received pursuant to any note or other
         debt security received in connection with any Asset Disposition) as
         and when received, net of (i) all legal fees and expenses and other
         fees and expenses paid to third parties and incurred in connection
         therewith, (ii) all taxes required to be paid or accrued as a
         consequence of such sale and (iii) all amounts applied to repayment of
         Indebtedness (other than the Obligations (as such term is defined in
         the Credit Agreement as in effect on April 3, 1996)) secured by a Lien
         on the asset or property disposed.

                 "Rate Hedging Obligations" means any and all obligations of
         the Guarantor, whether absolute or contingent and howsoever and
         whensoever created, arising, evidenced or acquired (including all
         renewals, extensions and modifications thereof and substitutions
         therefor), under (i) any and all agreements, devices or arrangements
         designed to protect at least one of the parties thereto from the
         fluctuations of interest rates, exchange rates or forward rates
         applicable to such party's commodities, assets, liabilities or
         exchange transactions, including, but not limited to,
         dollar-denominated or cross-currency interest rate exchange
         agreements, forward currency exchange agreements, interest rate cap or
         collar protection agreements, forward rate currency or interest rate
         options, puts, warrants and those commonly known as interest rate
         "swap" agreements, and forward commodity price options, puts, warrants
         and those commonly known as commodity "swap" agreements; and (ii) any
         and all cancellations, buybacks, reversals, terminations or
         assignments of any of the foregoing.

                 "Subordinated Debt" means the Guarantor's 8% Convertible
         Subordinated Notes due 2002 issued in the original principal amount of
         up to $22,000,000 to IBJ Schroder Bank and Trust Company pursuant to
         that certain Indenture.

                 "TIA Debt" means the Indebtedness of Optical Radiation, Inc.,
         a wholly owned Subsidiary of the Guarantor, to Teachers Insurance and
         Annuity Association of America in the original principal amount of
         $15,000,000 as evidenced by that certain Deed of Trust Note dated May
         15, 1989, executed by Optical Radiation, Inc. and payable to the order
         of Teachers Insurance and Annuity Association of America."

         2.04    AMENDMENT TO SECTION 9(b) OF THE LOAN AGREEMENT. Effective as
of the date hereof, Section 9(b) of the Loan Agreement is hereby amended and
restated in its entirety to read as follows:

         "(b) Other Covenants. Comply in all respects with each covenant set
forth in any agreement evidencing Indebtedness for Money Borrowed including,
without limitation, the covenants set forth in that certain Credit Agreement
dated as of April 3, 1996, by and among the Guarantor, its subsidiaries named
therein and the financial institutions from time to time a party thereto (the
"Credit Agreement"), as such covenants are in effect on April 3, 1996."





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         2.05    AMENDMENT TO SECTION 11(h) OF THE LOAN AGREEMENT. Effective as
of the date hereof, Section 11(h) of the Loan Agreement is hereby amended by
deleting therefrom the words "Facility A and Facility B" and substituting in
lieu thereof the words "Credit Agreement".

         2.06    AMENDMENT TO LOAN DOCUMENTS. Effective as of the date hereof,
all Loan Documents other than the Agreement are hereby amended by deleting
therefrom all references to the name "Benson Eyecare Corporation" and
substituting in lieu thereof the name "BEC Group, Inc."

                                  ARTICLE III
                              CONDITIONS PRECEDENT

         3.01    CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment is subject to the satisfaction of the following conditions precedent,
unless specifically waived in writing by the Bank:

                 (a)      The Bank shall have received the following documents,
         each in form and substance satisfactory to the Bank and its legal
         counsel:

                 (i)      this Amendment duly executed by the Company and the
                          Guarantor;

                 (ii)     the Release of Indemnitor, in the form of Exhibit A
                          attached hereto, duly executed by the Bank and agreed
                          and accepted by the Original Guarantor;

                 (iii)    the Release of Guarantor, in the form of Exhibit B
                          attached hereto, duly executed by the Bank and agreed
                          and accepted by the Original Guarantor;

                 (iv)     the Guaranty Agreement, in the form of Exhibit C
                          attached hereto, duly executed by the Guarantor in
                          favor of the Bank;

                 (v)      the Indemnity Agreement, in the form of Exhibit D
                          attached hereto, duly executed by the Company and the
                          Guarantor in favor of the Bank;

                 (vi)     a Company General Certificate certified by the
                          Secretary of Bonneau General, Inc. (the "General
                          Partner"), the general partner of the Company, in the
                          name and on behalf of the Company, acknowledging that
                          (A) the General Partner's Board of Directors has met
                          and has adopted resolutions which authorize in the
                          name and on behalf of the Company the execution,
                          delivery and performance by the Company of this
                          Amendment and all other Loan Documents to which the
                          Company is or will be a party, and (B) the names of
                          the officers of the General Partner authorized to
                          sign this Amendment and all other Loan Documents to
                          which the Company is or will be a party, together
                          with specimen signatures of such officers; and





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<PAGE>   9
                 (vii)    a Company General Certificate certified by the
                          Secretary of the Guarantor acknowledging that (A) the
                          Guarantor's Board of Directors has met and has
                          adopted resolutions which authorize the execution,
                          delivery and performance by the Guarantor of this
                          Amendment and all other Loan Documents to which the
                          Guarantor is or will be a party, and (B) the names of
                          the officers of the Guarantor authorized to sign this
                          Amendment and all other Loan Documents to which the
                          Guarantor is or will be a party, together with
                          specimen signatures of such officers.

                 (b)      The representations and warranties contained herein
         and in the Loan Agreement and the other Loan Documents, as each is
         amended hereby, shall be true and correct as of the date hereof, as if
         made on the date hereof;

                 (c)      No default or Event of Default shall have occurred
         and be continuing under the Loan Agreement, unless such default or
         Event of Default has been specifically waived in writing by the Bank;

                 (d)      All partnership and corporate proceedings, as
         applicable, taken in connection with the transactions contemplated by
         this Amendment and all documents, instruments and other legal matters
         incident thereto shall be satisfactory to the Bank and its legal
         counsel; and

                 (e)      The Company shall have paid the Bank an amendment fee
         of $6,500, which fee shall be fully earned and nonrefundable upon the
         effectiveness of this Amendment, and which fee shall be applied by
         Bank to the Bank's legal counsel for costs and expenses incurred in
         connection with the preparation and negotiation of this Amendment.

                                   ARTICLE IV
                                 LIMITED WAIVER

         4.01    By execution of this Amendment, the Bank hereby consents to
the Merger Transaction and the Transfer and waives any default or Event of
Default which would otherwise arise under the Loan Agreement solely by reason
of the Merger Transaction or the Transfer. Except as specifically provided in
the preceding sentence, nothing contained herein shall be construed as a waiver
by the Bank of any covenant or provision of the Loan Agreement, the other Loan
Documents, this Amendment, or of any other contract or instrument between the
Bank and the Company and/or the Guarantor, and the failure of the Bank at any
time or times hereafter to require strict performance by the Company and/or the
Guarantor of any provision thereof shall not waive, affect or diminish any
right of the Bank to thereafter demand strict compliance therewith. The Bank
hereby reserves all rights granted under the Loan Agreement, the other Loan
Documents, this Amendment and any other contract or instrument between the Bank
and the Company and/or the Guarantor.





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<PAGE>   10
                                   ARTICLE V
                 RATIFICATIONS, REPRESENTATIONS AND WARRANTIES

         5.01    RATIFICATIONS. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Loan Agreement and the other Loan Documents, and, except as
expressly modified and superseded by this Amendment, the terms and provisions
of the Loan Agreement and the other Loan Documents are ratified and confirmed
and shall continue in full force and effect. The Company, the Guarantor and the
Bank agree that the Loan Agreement and the other Loan Documents, as amended
hereby, shall continue to be legal, valid, binding and enforceable in
accordance with their respective terms.

         5.02    REPRESENTATIONS AND WARRANTIES. The Company and the Guarantor
hereby represent and warrant to the Bank that (a) the execution, delivery and
performance of this Amendment and any and all other Loan Documents executed
and/or delivered in connection herewith have been authorized by proper
corporate or partnership proceedings, as appropriate, and will not contravene
any provision of the Amended and Restated Agreement of Limited Partnership of
the Company or the Certificate of Incorporation or Bylaws of the Guarantor; (b)
the representations and warranties contained in the Loan Agreement, as amended
hereby, and the other Loan Documents are true and correct on and as of the date
hereof and on and as of the date of execution hereof as though made on and as
of each such date; (c) no default or Event of Default under the Loan Agreement,
as amended hereby, has occurred and is continuing, unless such default or Event
of Default has been specifically waived in writing by the Bank; (d) the Company
and the Guarantor, respectively, are in full compliance with all covenants and
agreements contained in the Loan Agreement and the other Loan Documents, as
amended hereby; and (e) the Company has not amended its Amended and Restated
Agreement of Limited Partnership since the date of the Loan Agreement.

                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS

         6.01    SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in the Loan Agreement or any other Loan
Documents, including, without limitation, any document furnished in connection
with this Amendment, shall survive the execution and delivery of this Amendment
and the other Loan Documents, and no investigation by the Bank or any closing
shall affect the representations and warranties or the right of the Bank to
rely upon them.

         6.02    REFERENCE TO LOAN AGREEMENT. Each of the Loan Agreement and
the other Loan Documents, and any and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Loan Agreement or the other Loan
Documents, as amended hereby, are hereby amended so that any reference in the
Loan Agreement and such other Loan Documents to the Loan Agreement shall mean a
reference to the Loan Agreement as amended hereby.

         6.03    EXPENSES OF THE BANK. As provided in the Loan Agreement, the
Company and the Guarantor agree to pay on demand all reasonable costs and
expenses incurred by the Bank in connection with any and all amendments,
modifications, and supplements to the Loan Documents,





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<PAGE>   11
including, without limitation, the costs and fees of the Bank's legal counsel
(such costs and fees to Bank's legal counsel in connection with the preparation
and negotiation of this Amendment to be limited to the amount specified in
Section 3.01(e) hereof), and all costs and expenses incurred by the Bank in
connection with the enforcement or preservation of any rights under the Loan
Agreement or any other Loan Documents, as amended hereby, including, without,
limitation, the costs and fees of the Bank's legal counsel.

         6.04    SEVERABILITY. Any provision of this Amendment held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

         6.05    SUCCESSORS AND ASSIGNS. This Amendment is binding upon and
shall inure to the benefit of the Bank, the Company and the Guarantor and their
respective successors and assigns.

         6.06    COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.

         6.07    EFFECT of Waiver. No consent or waiver, express or implied, by
the Bank to or for any breach of or deviation from any covenant or condition by
the Company or the Guarantor shall be deemed a consent to or waiver of any
other breach of the same or any other covenant, condition or duty.

         6.08    HEADINGS. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.

         6.09    APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER AGREEMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE
PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS.

         6.10    FINAL AGREEMENT. THE LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS
EXECUTED. THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY,
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY
PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED
BY THE COMPANY, THE GUARANTOR AND THE BANK.

         6.11    RELEASE. EACH OF THE COMPANY AND THE GUARANTOR HEREBY
ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET,





                                      -11-
<PAGE>   12
CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE
ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE
"INDEBTEDNESS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE
FROM THE BANK. EACH OF THE COMPANY AND THE GUARANTOR HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER DISCHARGES THE BANK, ITS PREDECESSORS, AGENTS,
OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE
CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND
LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS
EXECUTED, WHICH EITHER OF THE COMPANY OR THE GUARANTOR MAY NOW OR HEREAFTER
HAVE AGAINST THE BANK, ITS PREDECESSORS, AGENTS, OFFICERS, DIRECTORS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH
CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, AND ARISING FROM ANY LOANS OR EXTENSIONS OF CREDIT FROM THE BANK TO
THE COMPANY OR THE GUARANTOR UNDER THE LOAN AGREEMENT OR THE OTHER LOAN
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING,
TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST
LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN
AGREEMENT OR OTHER LOAN DOCUMENTS, AND THE NEGOTIATION OF AND EXECUTION OF THIS
AMENDMENT.

         6.12    AGREEMENT FOR BINDING ARBITRATION. Each party to this
Amendment hereby acknowledges that it has agreed to be bound by the terms and
provisions of the Arbitration Program (dated 9/l/92), a copy of which is
attached to the Loan Agreement as Exhibit A, and which is incorporated by
reference herein and is acknowledged as received by the parties pursuant to
which any and all disputes shall be resolved by mandatory binding arbitration
upon the request of any party.

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                                      -12-
<PAGE>   13
         IN WITNESS WHEREOF, this Amendment has been executed and is effective
as of the date first above-written.

                                        COMPANY:

                                        FOSTER GRANT GROUP, L.P.

                                        By: Bonneau General, Inc.
                                            its General Partner

                                        By: /s/ MARIANNE CARTER
                                            ----------------------------------
                                        Name: Marianne Carter
                                              --------------------------------
                                        Title: Vice President
                                               -------------------------------


                                        GUARANTOR:

                                        BEC GROUP, INC.

                                        By: /s/ MARIANNE CARTER
                                            ----------------------------------
                                        Name: Marianne Carter
                                              --------------------------------
                                        Title: Vice President
                                               -------------------------------

                                        BANK:

                                        FIRST INTERSTATE BANK OF TEXAS, N.A.


                                        By: /s/ JEFFREY S.A. COOK
                                            ----------------------------------
                                            Jeffrey S.A. Cook,
                                            Vice President





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