SECOND AMENDMENT TO
                         THE REVOLVING CREDIT AGREEMENT




         SECOND AMENDMENT dated the 20th of April,  1999 to the REVOLVING CREDIT
AGREEMENT (the "Credit Agreement") dated August 31, 1998 by and between SAUCONY,
INC., a  Massachusetts  corporation  with its principal  place of business at 13
Centennial Drive, Peabody,  Massachusetts (the "Borrower") and STATE STREET BANK
AND TRUST  COMPANY,  a  Massachusetts  trust company with its head office at 225
Franklin Street, Boston, Massachusetts (the "Bank").

         Except as otherwise indicated,  all capitalized terms used herein shall
have the meanings given to them in the Credit Agreement.

         1.  Decrease in Interest  Rate.  Effective as of the date  hereof,  the
first sentence of Section 2.4 of the Credit  Agreement  shall be revised to read
as follows,  "The Borrower shall pay interest to the Bank on the outstanding and
unpaid  principal  amount of each Loan, (i) in the case of Prime Rate Loans,  at
the Prime Rate less 1.0% per  annum,  and (ii) in the case of LIBO Rate Loans at
the LIBO Rate plus 1.5% per annum."

         2. The  Borrower  represents  and  warrants  to the  Bank  that (i) the
representations  and  warranties  of the Borrower  contained in Section 4 of the
Credit Agreement are true on the date hereof as though made on such date (except
to the extent that such  representations  and warranties  expressly relate to an
earlier date or are affected by the consummation of transactions permitted under
the Credit Agreement), and (ii) no Default has occurred or is continuing or will
occur  after  giving  effect  to this  Second  Amendment  and  the  transactions
contemplated hereunder.

         3. As  of  the  date hereof,  all  references  to the Credit  Agreement
shall be to the Credit  Agreement as amended hereby.

         4.  The  Borrower  agrees  to pay all  costs  and  expenses,  including
reasonable  attorneys'  fees,  incurred  by the  Bank  in  connection  with  the
preparation, negotiation and execution of this Second Amendment.

         5. Except as  otherwise  provided  herein all other terms of the Credit
Agreement shall remain in full force and effect.

         6.  THE  BORROWER  AND  THE  BANK  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
INTENTIONALLY  WAIVE ANY  RIGHTS  THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION  BASED HEREON,  OR ARISING OUT OF, UNDER, OR IN CONNECTION  WITH,
THIS  SECOND  AMENDMENT  OR ANY OTHER LOAN  DOCUMENT,  OR ANY COURSE OF CONDUCT,
COURSE OF  DEALING,  STATEMENTS  (WHETHER  VERBAL OR  WRITTEN) OR ACTIONS OF THE
BORROWER OR THE BANK. THE BORROWER  ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED
FULL AND SUFFICIENT  CONSIDERATION  FOR THIS PROVISION (AND EACH OTHER PROVISION
OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL  INDUCEMENT  FOR THE  BORROWER AND THE BANK  ENTERING  INTO THIS SECOND
AMENDMENT AND EACH SUCH OTHER LOAN DOCUMENT.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Second
Amendment to be duly executed by their respective duly authorized officers as of
the date first above written.

SAUCONY, INC.                                STATE STREET BANK AND TRUST COMPANY
Borrower                                     Bank

By: /s/ Charles A. Gottesman                 By:    /s/ Greg Mann
    ------------------------                        ---------------------------
Name: Charles A. Gottesman                   Name:  Greg Mann
Title:  Executive Vice President, COO        Title:  Vice President