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                                                                  EXHIBIT 10.1

                               FIRST AMENDMENT TO
                                CREDIT AGREEMENT
                               ------------------

     THIS FIRST AMENDMENT TO  CREDIT AGREEMENT (this "Amendment"), dated  as of
March  31,  1998,  is  entered  into  among  RIDDELL SPORTS  INC.,  a  Delaware
corporation  (the "Borrower"),  each  of the  Borrower s Material  Subsidiaries
(individually  a "Guarantor"  and collectively  the "Guarantors"),  the Lenders
party to  the Credit  Agreement defined  below (the  "Lenders"),  NBD BANK,  as
Administrative  Agent   (the  "Administrative  Agent")  for   the  Lenders  and
NATIONSBANK, N.A.,  as Documentation Agent (the "Documentation  Agent") for the
Lenders  (the  Documentation Agent,  together  with  the Administrative  Agent,
collectively  the "Agents").  Capitalized  terms used herein  and not otherwise
defined  herein shall have the respective meanings  given to them in the Credit
Agreement.

                                    RECITALS
                                    --------

     WHEREAS,  the  Borrower, the  Guarantors,  the  Administrative Agent,  the
Documentation  Agent and  the  Lenders  are  parties  to  that  certain  Credit
Agreement dated as of June 19, 1997 (as may be amended, modified, supplemented,
extended or restated from time to time, the "Credit Agreement");

     WHEREAS, the Borrower has  requested that the  Lenders amend the terms  of
the Credit Agreement; and

     WHEREAS, the Agents and the Lenders have agreed to amend the terms  of the
Credit Agreement, as more fully set forth below.

     NOW,  THEREFORE, in consideration of the premises and the mutual covenants
contained  herein, and for other  good and valuable  consideration, the receipt
and sufficiency of  which are hereby acknowledged, the parties  hereto agree as
follows:

SECTION 1 AMENDMENTS TO CREDIT AGREEMENT.
          -------------------------------

          1.1  The  following new definitions are  added to Section  1.1 of the
Credit Agreement to read as follows:

     "Adjusted Leverage Ratio"  means, as of the end of each fiscal  quarter of
     the Borrower, the ratio  of (a) Funded Debt on such date (provided that in
     calculating  the Funded  Debt  incurred under  this Credit  Agreement, the
     amount of such  Funded Debt shall  be equal to  the lowest average  30 day
     outstanding balance during the most recent prior twelve month period) less
     cash and Cash Equivalents of the Credit Parties and  their Subsidiaries on
     such date to (b) EBITDA for the twelve month period ending on such date

     "chief financial officer" means  the chief financial officer or  the chief
     accounting officer of the Borrower.





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       "Senior Debt Leverage Ratio" means, as of the end of each fiscal quarter,
     the ratio of (a)  the principal balance  of all amounts outstanding  under
     this Credit  Agreement on  such date  to (b) EBITDA  for the  twelve month
     period ending on such date.


          1.2  Exhibit 7.1(d) to  the Credit Agreement is amended  and restated
in its entirety in the form attached hereto.

          1.3  Sections 7.2(a) and 7.2(b) of the Credit Agreement are amended
and restated in their entirety to read as follows:

               (a)  As of the end of each fiscal quarter of the Borrower set
          forth below, the Adjusted Leverage Ratio, the Senior Debt Leverage
          Ratio and the Coverage Ratio shall satisfy the following minimum and
          maximum requirements:

 Fiscal Quarter      Maximum          Maximum          Minimum
 Ending              Adjusted         Senior Debt      Coverage
                     Leverage Ratio    Leverage Ratio   Ratio
 -----------------   --------------   ---------------  ---------
 March 31, 1998      7.50 to 1.0      1.50 to 1.0      1.15 to 1.0
 June 30, 1998       7.50 to 1.0      2.00 to 1.0      1.10 to 1.0
 September 30, 1998  6.50 to 1.0      1.00 to 1.0      1.15 to 1.0
 December 31, 1998   6.50 to 1.0      .50 to 1.0       1.15 to 1.0
 March 31, 1999      6.00 to 1.0      1.50 to 1.0      1.15 to 1.0
 June 30, 1999       6.00 to 1.0      2.00 to 1.0      1.15 to 1.0
 September 30, 1999  6.00 to 1.0      1.00 to 1.0      1.15 to 1.0
 December 31, 1999   6.00 to 1.0      .50 to 1.0       1.15 to 1.0
 March 31, 2000      6.00 to 1.0      1.50 to 1.0      1.25 to 1.0
 June 30, 2000       5.75 to 1.0      2.00 to 1.0      1.25 to 1.0
 September 30, 2000  5.50 to 1.0      1.00 to 1.0      1.25 to 1.0
 December 31, 2000   5.50 to 1.0      .50 to 1.0       1.25 to 1.0
 March 31, 2001      5.50 to 1.0      1.50 to 1.0      1.25 to 1.0
 June 30, 2001       5.50 to 1.0      2.00 to 1.0      1.50 to 1.0
 September 30, 2001  5.00 to 1.0      1.00 to 1.0      1.50 to 1.0
 December 31, 2001   5.00 to 1.0      .50 to 1.0       1.50 to 1.0
 March 31, 2002      5.00 to 1.0      1.50 to 1.0      1.50 to 1.0
 June 30, 2002       5.00 to 1.0      2.00 to 1.0      1.50 to 1.0



               (b)  intentionally omitted



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             1.4  A new Section 7.17 is added to the Credit Agreement to read as
follows:

          7.17 Clean Down Period,   The Credit Parties shall cause  the average
     maximum amount outstanding under  this Credit Agreement to be less than or
     equal to $5,000,000  during at least one 30 day  consecutive period within
     any  twelve month period ending on the last  day of each fiscal quarter of
     the Borrower.   Notwithstanding the  above, the Credit  Parties shall  not
     have to  adhere to this  covenant if for  two consecutive fiscal  quarters
     they can satisfy the following Leverage Ratio maximum requirements:

                         Fiscal Quarter           Maximum
                             Ending           Leverage Ratio
                     ----------------------   ----------------

                     March 31, 1998             6.50 to 1.0
                     June 30, 1998              6.50 to 1.0
                     September 30, 1998         5.50 to 1.0
                     December 31, 1998          5.50 to 1.0
                     March 31, 1999             5.50 to 1.0
                     June 30, 1999              5.50 to 1.0
                     September 30, 1999         5.50 to 1.0
                     December 31, 1999          4.50 to 1.0
                     March 31, 2000             4.50 to 1.0
                     June 30, 2000              4.50 to 1.0
                     September 30, 2000         4.50 to 1.0
                     December 31, 2000          3.50 to 1.0
                     March 31, 2001             3.50 to 1.0
                     June 30, 2001              3.50 to 1.0
                     September 30, 2001         3.50 to 1.0
                     December 31, 2001          3.50 to 1.0
                     March 31, 2002             3.50 to 1.0
                     June 30, 2002              3.50 to 1.0
                     September 30, 2002         3.50 to 1.0
                     December 31, 2002          3.50 to 1.0


SECTION 2 AUDIT/INSPECTIONS.
          ------------------
It is understood and agreed by the Credit Parties
that the  Agents plan to conduct a field audit of the Credit Parties' inventory
and accounts  receivable, at the expense of  the Credit Parties, in conformance
with the terms of Section 7.12 of the Credit Agreement.

SECTION 3 CONDITIONS PRECEDENT.
          ---------------------
     3.1  The effectiveness of this Amendment is subject to the satisfaction of
each of the following conditions:

          (a)  The  Agents shall have  received copies  of this  Amendment duly
     executed by the Credit Parties, the Agents and the Lenders.



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               (b)  The  Agents shall  have received  copies of  resolutions of 
the
     Board  of Directors  of  each Credit  Party  approving and  adopting  this
     Amendment, the transactions contemplated  herein and authorizing execution
     and  delivery hereof, certified by  a secretary or  assistant secretary of
     such Credit Party to be true and correct and in force and effect as of the
     date hereof.

          (c)  The   Agents  shall   have  received   an   opinion,  reasonably
     satisfactory to the Agents, from legal counsel to the Credit Parties.

          (d)  The  Agents  shall  have   received  such  other  documents  and
     information as either deems reasonably necessary.

SECTION 4 MISCELLANEOUS.
          --------------
          4.1  The  term "Credit  Agreement"  as used  in  each of  the  Credit
     Documents shall hereafter  mean the  Credit Agreement as  amended by  this
     Amendment.  Except  as herein specifically  agreed, the Credit  Agreement,
     and the  obligations of the Credit Parties  thereunder and under the other
     Credit  Documents, are hereby ratified  and confirmed and  shall remain in
     full force and effect according to their terms.

          4.2  The Borrower and the Guarantors, as applicable, affirm the liens
     and security interests created and granted in the Credit Agreement and the
     Credit  Documents and  agree  that  this  Amendment  shall  in  no  manner
     adversely affect or impair such liens and security interests.

          4.3  The Borrower hereby  represents and warrants to  the Lenders and
     the  Agents  that  (a)  no  Default or  Event  of  Default  exists  and is
     continuing  under the Credit Agreement; (b) all of the representations and
     warranties  made in  the  Credit Documents  are  true and  correct  in all
     material respects as  of the  date hereof (noting  that Cheer  Acquisition
     Corporation has merged  with Varsity  Spirit Corporation  and changed  its
     name to Varsity Spirit  Corporation); and (c) the Borrower has  no claims,
     counterclaims,  offsets, credits or  defenses to the  Credit Documents and
     the performance of its obligations thereunder, or if the Borrower has  any
     such claims,  counterclaims, offsets,  credits or  defenses to  the Credit
     Documents or any  transaction related  to the Credit  Documents, same  are
     hereby waived, relinquished and released in consideration of the  Lenders'
     execution and delivery of this Amendment.

          4.4  The Guarantors (a) acknowledge  and consent to all of  the terms
     and  conditions of  this Amendment,  (b) affirm  all of  their obligations
     under  the Credit  Documents and  (c) agree  that this  Amendment and  all
     documents  executed in  connection herewith  do not  operate to  reduce or
     discharge the  Guarantors' obligations under  the Credit Agreement  or the
     other Credit Documents.   The  Guarantors acknowledge and  agree that  the
     Guarantors have no claims, counterclaims, offsets, credits or defenses  to
     the Credit  Documents and the  performance of the  Guarantors' obligations
     thereunder, or if a Guarantor





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      did have any such  claims, counterclaims, offsets, credits or  defenses to
     the Credit Documents or  any transaction related to the  Credit Documents,
     the  same are hereby waived, relinquished and released in consideration of
     the Lenders' execution and delivery of this Amendment.

          4.5  Each of the Borrower, the Guarantors, the Agents and the Lenders
     party hereto represents and warrants as follows:

               (a)  It  has  taken  all   necessary  action  to  authorize  the
     execution, delivery and performance of this Amendment.

               (b)  This Amendment has been duly executed and delivered by such
     party and constitutes such  party's legal, valid and binding  obligations,
     enforceable in  accordance with its  terms, except as  such enforceability
     may be  subject to (a) bankruptcy,  insolvency, reorganization, fraudulent
     conveyance or  transfer, moratorium  or similar laws  affecting creditors'
     rights generally  and  (b) general  principles  of equity  (regardless  of
     whether  such enforceability is  considered in a  proceeding at  law or in
     equity).

               (c)  No consent, approval, authorization or order of, or filing,
     registration or qualification with, any court or governmental authority or
     third  party is  required in  connection with  the execution,  delivery or
     performance by such party of this Amendment.

          4.6  This  Amendment may be  executed in any  number of counterparts,
     each of which when so executed and delivered shall be an original, but all
     of which shall constitute one and the same instrument.

          4.7  THIS  AMENDMENT AND  THE RIGHTS AND  OBLIGATIONS OF  THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.






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        Each of the parties hereto has caused a counterpart of this Amendment to
be duly executed and delivered as of the date first above written.

BORROWER:
                         RIDDELL SPORTS INC.,
                         a Delaware corporation

                         By:   /s/ DAVID GROELINGER
                            ----------------------------------------------
                         Name: David Groelinger
                              --------------------------------------------
                         Title: EVP
                               -------------------------------------------

GUARANTORS:
                         RIDDELL, INC.,
                         a Illinois corporation

                         By:   /s/ DAVID GROELINGER
                            ----------------------------------------------
                         Name: David Groelinger
                              --------------------------------------------
                         Title: EVP
                               -------------------------------------------


                         EQUILINK LICENSING CORPORATION,
                         a Delaware corporation

                         By:   /s/ DAVID GROELINGER
                            ----------------------------------------------
                         Name: David Groelinger
                              --------------------------------------------
                         Title: EVP
                               -------------------------------------------


                         RHC LICENSING CORPORATION,
                         a Delaware corporation

                         By:   /s/ DAVID GROELINGER
                            ----------------------------------------------
                         Name: David Groelinger
                              --------------------------------------------
                         Title: EVP
                               -------------------------------------------


                         RIDMARK CORPORATION,
                         a Delaware corporation

                         By:   /s/ DAVID GROELINGER
                            ----------------------------------------------
                         Name: David Groelinger
                              --------------------------------------------
                         Title: EVP
                               -------------------------------------------



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                         ALL AMERICAN SPORTS CORPORATION,
                         a Delaware corporation

                         By:   /s/ DAVID GROELINGER
                            ----------------------------------------------
                         Name: David Groelinger
                              --------------------------------------------
                         Title: EVP
                               -------------------------------------------


                         VARSITY SPIRIT CORPORATION,
                         a Tennessee corporation

                         By:  /s/ JOHN M. NICHOLS
                            ----------------------------------------------
                         Name: John M. Nichols
                              --------------------------------------------
                         Title: Senior Vice President
                               -------------------------------------------

                         VARSITY SPIRIT FASHIONS & SUPPLIES, INC.
                         a Minnesota corporation


                         By:  /s/ JOHN M. NICHOLS
                            ----------------------------------------------
                         Name: John M. Nichols
                              --------------------------------------------
                         Title: Senior Vice President
                               -------------------------------------------


                         INTERNATIONAL LOGOS, INC.
                         a Tennessee corporation

                         By:  /s/ JOHN M. NICHOLS
                            ----------------------------------------------
                         Name: John M. Nichols
                              --------------------------------------------
                         Title: Senior Vice President
                               -------------------------------------------


                         VARSITY/INTROPA TOURS, INC.
                         a Tennessee corporation

                         By:  /s/ JOHN M. NICHOLS
                            ----------------------------------------------
                         Name: John M. Nichols
                              --------------------------------------------
                         Title: Senior Vice President
                               -------------------------------------------


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                         VARSITY USA, INC.
                         a Tennessee corporation

                         By:  /s/ JOHN M. NICHOLS
                            ----------------------------------------------
                         Name: John M. Nichols
                              --------------------------------------------
                         Title: Senior Vice President
                               -------------------------------------------


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LENDERS:

                         NBD BANK
                         individually in its capacity as a
                         Lender and in its capacity as Administrative Agent and
                         Collateral Agent

                         By:   /s/ JON P. DADY
                            ----------------------------------------------
                         Name: Jon P. Dady
                              --------------------------------------------
                         Title: First Vice President
                               -------------------------------------------


                         NATIONSBANK, N.A.,
                         individually in  its capacity as  a Lender and  in its
                         capacity as Documentation Agent

                         By: JE-- E. BALL
                            ----------------------------------------------
                         Name: J. E. Ball
                              --------------------------------------------
                         Title: Senior Vice President
                               -------------------------------------------