<PAGE>
                                                             Exhibit (4)(c)(8)

                      FOURTH AMENDMENT TO CREDIT AGREEMENT

  THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of 
March 14, 1997, by and between B.B. WALKER COMPANY, a North Carolina 
corporation (the "Borrower"), and MELLON BANK, N.A., a national banking 
association (the "Lender").

                                    RECITALS

    A. The Borrower and the Lender are parties to a certain Credit Agreement 
dated as of August 15, 1995 (as amended by the "First Amendment", the "Second 
Amendment" and the "Third Amendment", each defined below, the "Credit 
Agreement") pursuant to which the Lender established certain credit facilities 
for the Borrower in order to provide working capital financing and to 
refinance certain existing indebtedness.  Except as otherwise defined herein, 
capitalized terms used in this Amendment shall have the same meaning as in the 
Credit Agreement.

    B. As a result of certain Events of Default, the Borrower and the Lender 
entered into the First Amendment to Credit Agreement dated as of April 15, 
1996 ("First Amendment"), the Second Amendment to Credit Agreement dated as of 
October 18, 1996 ("Second Amendment"), and the Third Amendment to Credit 
Agreement dated as of November 16, 1996 ("Third Amendment").

    C. Certain additional Events of Default have occurred, as more fully 
described in Exhibit A attached hereto.  

    D. As a consequence of these Events of Default, the Borrower and the 
Lender have agreed to reduce the amount of the Revolving Credit Commitment and 
to amend certain other terms and provisions of the Credit Agreement.

  NOW, THEREFORE, in consideration of the premises and of the mutual covenants 
herein contained and intending to be legally bound hereby, the parties hereto 
agree as follows:

                                   AMENDMENTS

    1. The definition of "PRIME RATE OPTION" set forth in Article 1 of the 
Credit Agreement shall be deleted in its entirety, and the following 
definitions set forth in Article 1 of the Credit Agreement shall be deleted 
and restated in their entirety as follows:

     (a) The definition of "REVOLVING CREDIT COMMITTED AMOUNT" shall be 
         deleted and replaced with the following:

          "REVOLVING CREDIT COMMITTED AMOUNT" shall mean Eight Million Dollars 
           ($8,000,000).

     (b) The definition of "SEASONAL REDUCTION FORMULA" shall be deleted and 
         replaced with the following:

          "REDUCTION FORMULA" shall have the meaning set forth in Section 
           2.02(b) hereof.


                                  Page 1 of 8
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                                                  Exhibit (4)(c)(8), Continued

    2. The following additions shall be made to Article 1, Definitions, in 
       alphabetical order:

       "FOURTH AMENDMENT" shall mean the Fourth Amendment to Credit Agreement, 
        dated as of March 14, 1997, by and between the Borrower and the 
        Lender.

       "FOURTH AMENDMENT CLOSING DATE" shall mean March 14, 1997.


    3. Sections 2.2(a) and (b) shall be deleted in their entirety and replaced 
       with the following.

       2.02.  BORROWING BASE

           (a) BORROWING BASE.  The "BORROWING BASE" shall mean the sum of

              (i)  (A) until February 28, 1997, eighty-five percent (85%) of 
                       the Net Value of Eligible Receivables, and

                   (B) as of March 1, 1997, eighty percent (80%) of the Net 
                       Value of Eligible Receivables, PLUS

             (ii)  sixty percent (60%) of the Net Value of Eligible Finished 
                   Goods Inventory; PLUS

            (iii)  fifty percent (50%) of the Net Value of Eligible Raw 
                   Materials Inventory; PLUS

             (iv)  forty percent (40%) of the Net Value of Eligible Retail 
                   Inventory, PROVIDED, however, that in no event shall 
                   aggregate Loans made against Eligible Retail Inventory 
                   exceed $300,000; PLUS

              (v)  an amount equal to fifty percent (50%) of the face amount 
                   of Merchandise L/Cs used to purchase Eligible Inventory;

LESS, an amount equal to one hundred percent (100%) of the face amount of all 
issued and outstanding Standby L/Cs and Merchandise L/Cs.  The Lender may 
impose the maintenance of any additional reserve against the Borrowing Base, 
in accordance with reasonable commercial finance standards and practices, 
based on determinations as to the value, quality of collectibility of the 
Eligible Receivables or Eligible Inventory, or the value or lien status of 
any Collateral.









                                  Page 2 of 8
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                                                  Exhibit (4)(c)(8), Continued

           (b) REDUCTION OF THE BORROWING BASE.

Notwithstanding the foregoing Section 2.02(a), the aggregate amount of all 
Revolving Credit Loans made based upon the Net Value of all Eligible Inventory 
(the "INVENTORY BASED LOANS") shall not exceed the following amounts as of the 
following dates, at any time prior to the Revolving Credit Maturity Date (the 
"REDUCTION FORMULA"):

    AMOUNT OF INVENTORY BASED LOANS                 DATE FOR REDUCTION
    -------------------------------                 ------------------
           $4,500,000                                  March 1, 1997

           $4,000,000                                  June 1, 1997

    4. Section 2.06, INTEREST RATES, shall be amended by deleting Section 
       2.06(a) in its entirety and replacing it with the following:

      (a) RATE OF INTEREST. The unpaid principal amount of interest of the 
          Revolving Credit Loans and the Term Loan shall bear interest for 
          each day until due at the Prime Rate plus one and three quarters 
          of one percent (1.75%).

    5. Section 2.12 (c), COLLATERAL MANAGEMENT FEE, shall be amended by 
       increasing the quarterly collateral management fee described therein 
       from $12,000 to $15,000.

    6. Article 5, AFFIRMATIVE COVENANTS, shall be amended by adding the 
       following as new Section 5.17:

       5.17.  1997 CONSULTANT.  As soon as possible, but no later than 
              February 28, 1997, the Borrower shall retain a consultant, who 
              shall be reasonably acceptable to the Lender, with industry 
              expertise to assist the Borrower in its current business plan.  
              As part of this engagement, the consultant shall prepare a 
              written report which shall be delivered to the Lender no later 
              than March 31, 1997.

    7. Sections 6.1(a) through (f) are hereby deleted in their entirety and 
       replaced with the following:

       6.1 FINANCIAL COVENANTS

       (a) CONSOLIDATED CURRENT RATIO.  The Consolidated Current Ratio shall 
           not at any time be less than 1.28 to 1.00 as of the fiscal year 
           ending October 31, 1996; 1.20 to 1.00 as of and from January 31, 
           1997 and at all times through February 28, 1997; 1.25 to 1.00 as of 
           and from March 1, 1997 and at all times through June 30, 1997; 1.30 
           to 1.00 as of and from July 1, 1997 and at all times through 
           September 30, 1997; and 1.35 to 1.00 as of and from October 1, 1997 
           and at all times thereafter.



                                  Page 3 of 8
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                                                  Exhibit (4)(c)(8), Continued

       (b) CONSOLIDATED LEVERAGE RATIO.  The Consolidated Leverage Ratio shall 
           not at any time exceed 4.06 to 1.00 as of the fiscal year ending 
           October 31, 1996; 4.06 to 1.00 as of and from January 31, 1997 and 
           at all times through March 30, 1997; 3.50 to 1.00 as of and from 
           April 1, 1997 and at all times through June 30, 1997; and 3.00 to 
           1.00 as of and from July 1, 1997 and at all times thereafter.

       (c) CONSOLIDATED TANGIBLE NET WORTH.  Consolidated Tangible Net Worth 
           shall not at any time be less than $5,600,000 as of the fiscal year 
           ending October 31, 1996; $5,400,000 as of and from January 31, 1997 
           and at all times through September 30, 1997; and $5,600,000 as of 
           and from October 1, 1997 and at all times thereafter.

       (d) CONSOLIDATED WORKING CAPITAL.  Consolidated Working Capital shall 
           not at any time be less than $5,000,000 as of the fiscal year 
           ending October 31, 1996; $5,000,000 as of and from January 31, 1997 
           and at all times through September 30, 1997; and $5,250,000 as of 
           and from October 1, 1997 and at all times thereafter.

       (e) CONSOLIDATED NET INCOME.  Consolidated Net Income for the fiscal 
           year ending October 31, 1996 shall not exceed a loss of 
           ($4,041,200).  Consolidated Net Income for the fiscal year ending 
           October 31, 1997 and for each fiscal year thereafter shall be 
           breakeven.

       (f) Capital Expenditures.  The Borrower shall not make any Capital 
           Expenditures which exceed, in the aggregate, (a)  $21,000 for the 
           fiscal year ending October 31, 1996, and which exceed $150,000 for 
           the fiscal year ending October 31, 1997 and for each fiscal year 
           thereafter.


                        REPRESENTATIONS AND WARRANTIES

    8.  OTHER REPRESENTATIONS AND WARRANTIES.  Each of the representations and 
        warranties (as amended hereby) made by the Borrower in Article 3 of 
        the Credit Agreement are true and correct on and as of the Fourth 
        Amendment Closing Date and are incorporated herein as though fully set 
        forth. 


                              CONDITIONS PRECEDENT

    9.  CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.  The obligation of the 
        Lender to enter into this Amendment is subject to the satisfaction, 
        immediately prior to or concurrently with the execution of the 
        Amendment, of the following conditions precedent:

        (a) FOURTH AMENDMENT, ETC.  The Lender shall have received the Fourth 
            Amendment, duly executed by the Borrower, and a side letter 
            regarding a six month moratorium on Term Loan payments, in form 
            and substance satisfactory to the Lender, and duly executed by the 
            Borrower, First National Bank and Trust Company and the Lender.

                                  Page 4 of 8
<PAGE>
                                                  Exhibit (4)(c)(8), Continued


        (b) CORPORATE PROCEEDINGS.  The Lender shall have received 
            certificates by the Secretary or Assistant Secretary of the 
            Borrower dated as of the Second Amendment Closing Date as to (i) 
            true copies of the articles of incorporation and by-laws (or other 
            constituent documents) of the Borrower in effect on such date 
            (which, in the case of articles of incorporation or other 
            constituent documents filed or required to be filed with the 
            Secretary of State or other Governmental Authority in its 
            jurisdiction of incorporation, shall be certified to be true, 
            correct and complete by such Secretary of State or other 
            Governmental Authority not more than thirty (30) days before the 
            date of this Amendment), (ii) true copies of all corporate action 
            taken by the Borrower relative to this Amendment and the other 
            Amendment Documents and (iii) the incumbency and signature of the 
            respective officers of the Borrower executing this Amendment and 
            the other Amendment Documents, together with satisfactory evidence 
            of the incumbency of such Secretary or Assistant Secretary.  The 
            Lender shall have received certificates from the appropriate 
            Secretaries of State or other applicable Governmental Authorities 
            dated October 4, 1996 showing the good standing of the Borrower in 
            its state of incorporation and each state in which the Borrower 
            does business, if applicable in such state.

        (c) OFFICERS' CERTIFICATES.  The Lender shall have received 
            certificates from such officers of the Borrower in the form of 
            Exhibit C attached hereto.  

        (d) RESTRUCTURING FEE.  The Lender shall have received from the 
            Borrower a one-time fee of $25,000 in connection with the 
            preparation and execution of the Fourth Amendment.

        (e) FEES, EXPENSES, ETC.  All fees and other compensation (including, 
            without limitation, attorneys' fees) required to be paid to the 
            Lender pursuant hereto or pursuant to any other written agreement 
            on or prior to the Fourth Amendment Closing Date shall have been 
            paid or received.

        (f) OTHER CONDITIONS PRECEDENT.  Each of the conditions precedent set 
            forth in Section 4.02 of the Credit Agreement shall have been met.

                                 MISCELLANEOUS

    10. REAFFIRMATION; NO WAIVER.  Except as expressly modified herein, the 
        terms of the Credit Agreement, the Security Documents and all of the 
        Loan Documents executed in connection therewith, remain in full force 
        and effect in accordance with their respective terms and conditions, 
        are in no manner impaired hereby and, are hereby reaffirmed by all of 
        the parties.  In the event of any conflict between this Amendment and 
        any other Loan Document, the provisions of this Amendment shall 
        prevail.



                                  Page 5 of 8
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                                                  Exhibit (4)(c)(8), Continued


    11. FEES, EXPENSES, ETC.  Within ten (10) days of receipt of invoice, the 
        Borrower shall pay all fees and other compensation (including, without 
        limitation, attorneys' fees, costs of searches, field examination 
        expenses, filing and recording fees) required to be paid to the Lender 
        pursuant hereto, pursuant to any Amendment Document or pursuant to any 
        other written agreement.

    12. SEVERABILITY.  The provisions of this Amendment are intended to be 
        severable.  If any provision of this Amendment shall be held invalid 
        or unenforceable in whole or in part in any jurisdiction such 
        provision shall, as to such jurisdiction, be ineffective to the extent 
        of such invalidity or unenforceability without in any manner affecting 
        the validity or enforceability thereof in any other jurisdiction or 
        the remaining provisions hereof in any jurisdiction.

    13. PRIOR UNDERSTANDINGS.  This Amendment and the other Amendment 
        Documents supersede all prior and contemporaneous understandings and 
        agreements, whether written or oral, among the parties hereto relating 
        to the transactions provided for herein and therein.

    14. COUNTERPARTS.  This Amendment may be executed in any number of 
        counterparts and by the different parties hereto on separate 
        counterparts each of which, when so executed, shall be deemed an 
        original, but all such counterparts shall constitute but one and the 
        same instrument.

    15. SUCCESSORS AND ASSIGNS.  This Amendment shall be binding upon and 
        inure to the benefit of the Borrower, the Lender, all future holders 
        of the Notes, and their respective successors and assigns, except that 
        the Borrower may not assign or transfer any of its rights hereunder or 
        interests herein without the prior written consent of the Lender, and 
        any purported assignment without such consent shall be void.

    16. GOVERNING LAW.  THIS AMENDMENT AND ALL OTHER AMENDMENT DOCUMENTS 
        (EXCEPT TO THE EXTENT, IF ANY, OTHERWISE EXPRESSLY STATED IN SUCH 
        OTHER AMENDMENT DOCUMENTS) SHALL BE GOVERNED BY, CONSTRUED AND 
        ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF PENNSYLVANIA, 
        WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES.















                                  Page 6 of 8
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                                                  Exhibit (4)(c)(8), Continued


  IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly 
authorized, have executed and delivered this Amendment as of the date first 
above written.

ATTEST:                                 B.B. WALKER COMPANY


By: DOROTHY W. CRAVEN                   By:  KENT T. ANDERSON
    ------------------------                 ------------------------------
    [Corporate Seal]                         Kent T. Anderson, President


                                             MELLON BANK, N.A.

                                        By:  ROGER D. ATTIX
                                             ------------------------------
                                             Roger D. Attix, Vice President




































                                  Page 7 of 8
<PAGE>
                                                  Exhibit (4)(c)(8), Continued


                                   EXHIBIT A
                               EVENTS OF DEFAULT


  B.B. Walker Company's violation of each of the following covenants, measured 
pursuant to its financial statements dated October 28, 1995, constituted a 
separate Event of Default under the Credit Agreement dated August 15, 1995 by 
and between B.B. Walker Company and Mellon Bank, N.A. (the "Credit 
Agreement"): 

          1)  Section 6.01(b) of the Credit Agreement - 
              Consolidated Leverage Ratio;

          2)  Section 6.01(c) of the Credit Agreement - 
              Consolidated Tangible Net Worth; and

          3)  Section 6.01(e) of the Credit Agreement - 
              Consolidated Net Income.


































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