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                                  EXHIBIT 10.9

                      AMENDMENT NO. 3 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT(this "Agreement") is made and
entered into as of this __________ st day of December, 1996 among:

         BEC GROUP, INC., a Delaware corporation ("Borrower"), OPTICAL
RADIATION CORPORATION, a Delaware corporation ("Optical Radiation"), ORC
CARIBE, a California corporation ("ORC Caribe"), ORC MANAGEMENT, INC., a
Delaware corporation ("ORC Management"), BOLLE AMERICA, INC., a Delaware
corporation ("Bolle"),   (each of Optical Radiation, ORC Caribe, ORC Management
and Bolle sometimes being hereinafter referred to individually as a "Guarantor"
and collectively referred to as the "Guarantors"), EACH LENDER EXECUTING AND
DELIVERING A SIGNATURE PAGE HERETO (individually, a "Lender" and collectively,
the "Lenders"); and

         NATIONSBANK, N.A., a national banking association organized under the
laws of the United States of America, in its capacity as agent for the Lenders
(in such capacity, the "Agent");

                                W I T N E S S E:

         WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent have
entered into a Credit Agreement, dated as of April 3, 1996, as amended hereby
and as amended pursuant to that certain Amendment No.1 to Credit Agreement
dated as of June 17, 1996 and that certain Amendment No. 2 to Credit Agreement
dated as of October 31, 1996 (collectively, the "Credit Agreement"), pursuant
to which the Lenders agreed to make certain Advances to the Borrower; and

         WHEREAS, the Borrower has requested that the Credit Agreement be
amended in the manner set forth herein and the Agent and the Lenders are
willing to agree to such amendment;

         NOW, THEREFORE,in consideration of the mutual covenants and the
fulfillment of the conditions set forth herein, the parties hereto do hereby
agree as follows:

         1.      Definitions. Any capitalized terms used herein without
definition shall have the meaning set forth in the Credit Agreement.

         2.      Amendment. Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:

                 (a)      The definition of "Permitted Stock Repurchases" in
         Section 1.1 of the Credit Agreement is hereby amended by inserting
         after the words "equals or exceeds $20,000,000" in the last line
         thereof the following:





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                 "provided, however, for purposes solely of determining
                 Permitted Stock Repurchases pursuant to this definition,
                 Consolidated Funded Indebtedness shall not include the
                 principal amount outstanding from time to time and owing by
                 ORC Management to Wells Fargo Bank (Texas), National
                 Association and secured by that certain Deed of Trust and
                 Security Agreement dated as of March 31, 1995, as amended from
                 time to time, originally granted by Foster Grant Group, L.P.
                 in favor of First Interstate Bank of Texas, N.A., relating to
                 certain real property located in Farmers Branch, Texas."

         3.      Representations and Warranties. In order to induce the Agent
and the Lenders to enter into this Agreement, the Borrower represents and
warrants to the Agent and the Lenders as follows:

                 (a)      The representations and warranties made by Borrower
         in Article 8 of the Credit Agreement are true and correct on and as of
         the date hereof, except to the extent that such representations and
         warranties expressly relate to an earlier date;

                 (b)      There has been no material adverse change in the
         condition, financial or otherwise, of the Borrower and its
         Subsidiaries, taken as a whole, since the date of the most recent
         financial reports of the Borrower received by the Agent and the
         Lenders under Section 9.1 of the Credit Agreement;

                 (c)      No event has occurred and is continuing which
         constitutes, and no condition exists which upon the consummation of
         the transaction contemplated hereby - would constitute, a Default or
         an Event of Default on the part of the Borrower under the Credit
         Agreement.

         4.      Conditions Precedent. The effectiveness of this Agreement is
subject to the receipt by the parties hereto of the following:

                 (a)      The Agent shall have received:

                          (i)     eight (8) counterparts of this Agreement duly
                 executed by all signatories hereto; and

                          (ii)    copies of all additional agreements,
                 instruments and documents which the Agent may reasonably
                 request, such documents, when appropriate, to be certified by
                 appropriate governmental authorities.

                 (b)      All proceedings of the Borrower relating to the
         matters provided for herein shall be reasonably satisfactory to the
         Lenders, the Agent and their counsel.

         5.      Entire Agreement. This Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to





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the subject matter hereof and supersedes any prior negotiations and agreements
among the parties relative to such subject matter. No promise, condition,
representation or warranty, express or implied, not herein set forth shall bind
any party hereto, and not one of them has relied on any such promise,
condition, representation or warranty. Each of the parties hereto acknowledges
that, except as otherwise expressly stated in this Agreement, no
representations, warranties or commitments, express or implied, have been made
by any party to the other. None of the terms or conditions of this Agreement
may be changed, modified, waived or canceled orally or otherwise, except by
writing, signed by all the parties hereto, specifying such change,
modification, waiver or cancellation of such terms or conditions, or of any
proceeding or succeeding breach thereof.

         6.      Limitation of Waiver and Consents. The waiver and consents
contained herein are limited as specified herein and shall remain in effect
only so long as the Borrower is in compliance with the terms of this Agreement.
The waiver and consents are granted only for the specific instance specified
herein and in no manner creates a course of dealing or otherwise impairs the
future ability of the Agent or the Lenders to declare a default under or
otherwise enforce the terms of the Credit Agreement.

         7.      Full Force and Effect of Agreement. Except as hereby
specifically amended, modified or supplemented, the Credit Agreement and all
other Loan Documents are hereby confirmed and ratified in all respects and
shall remain in full force and effect according to their respective terms. Each
Guarantor hereby acknowledges and agrees to the amendments of the Credit
Agreement set forth herein and hereby confirms and ratified in all respects the
Guaranty and enforceability of the Guaranty against such Guarantor in
accordance with its terms.

         8.      Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.

         9.      Governing Law. This Agreement shall in all respects be
governed by the laws and judicial decisions of the state of New York, without
giving effect to the conflict of laws provisions thereof.

         10.     Enforceability. Should any one or more of the provisions of
this Agreement be determined to be illegal or unenforceable as to one or more
of the parties hereto, all other provisions nevertheless shall remain effective
and binding on the parties hereto.

         11.     Credit Agreement. All references in any of the Loan Documents
to the "Credit Agreement" shall mean the Credit Agreement as amended hereby.





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         12.     Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of each of the Borrower, the Lenders and the Agent and
their respective successors, assigns and legal representatives; provided,
however, that the Borrower, without the prior consent of the Agent and each of
the Lenders, may not assign any rights, powers, duties or obligations
hereunder.

         13.     Expenses. Borrower agrees to pay to the Agent all reasonable
out-of-pocket expenses incurred or arising in connection with the negotiation
and preparation of this Agreement.

                            [Signature pages follow]





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

                                  BORROWER:

                                  BEC GROUP, INC.

                                  By: /s/  IAN ASHKEN
                                     -----------------------------------------
                                  Name:    Ian Ashken
                                       ---------------------------------------
                                  Title:
                                        --------------------------------------
                                  LENDERS:

                                  NATIONSBANK, N.A.

                                  By: /s/  PETER C. HALL
                                     -----------------------------------------
                                  Name:    Peter C. Hall
                                       ---------------------------------------
                                  Title:   Vice President
                                        --------------------------------------

                                  EUROPEAN AMERICAN BANK

                                  By: /s/  BRIAN A. FOSTER
                                     -----------------------------------------
                                  Name:    Brian A. Foster
                                       ---------------------------------------
                                  Title:   Vice President
                                        --------------------------------------

                                  NATIONAL CITY BANK, KENTUCKY

                                  By: /s/  DON PULLEN
                                     -----------------------------------------
                                  Name:    Don Pullen
                                       ---------------------------------------
                                  Title:   Vice President
                                        --------------------------------------
                                  NATIONAL BANK OF CANADA

                                  By: /s/  GAETAN F. FROSINA/VINCENT LIMA
                                     -----------------------------------------
                                  Name:    Gaetan R. Frosina/Vincent Lima
                                       ---------------------------------------
                                  Title:   Vice President/Asst. Vice President
                                        --------------------------------------
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                 IN WITNESS WHEREOF, the parties hereto have caused this
         Agreement to be duly executed by,their duly authorized officers, all
         as of the day and year first above written.

                                  KEYBANK NATIONAL ASSOCIATION

                                  By: /s/ KAREN A. LEE
                                     -----------------------------------------
                                  Name:   Karen A. Lee
                                        --------------------------------------
                                  Title:  Vice President
                                        --------------------------------------

                                  AGENT:

                                  NATIONSBANK, N.A. as Agent for the
                                  Lenders

                                  By: /s/ PETER C. HALL
                                     -----------------------------------------
                                  Name:   Peter C. Hall
                                       ---------------------------------------
                                  Title:  Vice President
                                        --------------------------------------

ACKNOWLEDGED AND AGREED this
      day of December, 1996:
-----

OPTICAL RADIATION CORPORATION

By: /s/ IAN ASHKEN
   --------------------------------
Name:   Ian Ashken
     ------------------------------
Title:
      -----------------------------

ACKNOWLEDGED AND AGREED this
      day of December, 1996:
-----

ORC CARIBE

By: /s/ IAN ASHKEN
   --------------------------------
Name:   Ian Ashken
     ------------------------------
Title:
      -----------------------------


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ACKNOWLEDGED AND AGREED this
      day of December, 1996:
-----

ORC MANAGEMENT, INC.

By:
   --------------------------------
Name: Ian Ashken
     ------------------------------
Title:
      -----------------------------

ACKNOWLEDGED AND AGREED this
      day of December, 1996:
-----

BOLLE AMERICA, INC.

By:
   --------------------------------
Name: Ian Ashken
     ------------------------------
Title:
      -----------------------------