Exhibit 10.21

EXECUTION COPY

FOURTH AMENDED AND RESTATED LOAN AGREEMENT
   
By and Among
   
WASHINGTON MUTUAL BANK
BANK OF AMERICA, N.A.
The Several Lenders from Time to Time Parties Hereto
as the Lenders
   
and
   
WASHINGTON MUTUAL BANK
as the Letter of Credit Issuer and the Credit Card Issuer
  
and
  
CUTTER & BUCK INC.
as the Borrower
  
and
  
WASHINGTON MUTUAL BANK
as the Administrative Agent to the Lenders, the Letter of Credit Issuer and the Credit Card Issuer
   
Dated as of March 31, 2002

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|ARTICLE I DEFINITIONS AND ACCOUNTING TERMS     |              | 1 
|---------------------------------------------- | ------------ | --
|                                               | Section 1.1  |   
|                                               | Section 1.2  |   
|                                               | Section 1.3  |   
|ARTICLE II AMOUNTS AND TERMS OF THE BORROWINGS |              | 10
|                                               | Section 2.1  |   
|                                               | Section 2.2  |   
|                                               | Section 2.3  |   
|                                               | Section 2.4  |   
|                                               | Section 2.5  |   
|                                               | Section 2.6  |   
|                                               | Section 2.7  |   
|                                               | Section 2.8  |   
|                                               | Section 2.9  |   
|                                               | Section 2.10 |   
|                                               | Section 2.11 |   
|                                               | Section 2.12 |   
|                                               | Section 2.13 |   
|                                               | Section 2.14 |   
|ARTICLE III CONDITIONS OF BORROWING            |              | 21
|                                               | Section 3.1  |   
|                                               | Section 3.2  |   
|ARTICLE IV REPRESENTATIONS AND WARRANTIES      |              | 23
|                                               | Section 4.1  |   
|                                               | Section 4.2  |   
|                                               | Section 4.3  |   
|                                               | Section 4.4  |   
|                                               | Section 4.5  |   
|                                               | Section 4.6  |   
|                                               | Section 4.7  |   
|                                               | Section 4.8  |   
|                                               | Section 4.9  |   
|                                               | Section 4.10 |   
|                                               | Section 4.11 |   
|                                               | Section 4.12 |   
|                                               | Section 4.13 |   
|                                               | Section 4.14 |   
|                                               | Section 4.15 |   
|ARTICLE V COVENANTS OF THE BORROWER            |              | 25
|                                               | Section 5.1  |   
|                                               | Section 5.2  |   
|                                               | Section 5.3  |   
|ARTICLE VI EVENTS OF DEFAULT                   |              | 29
|                                               | Section 6.1  |   
|                                               | Section 6.2  |   

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|                                     | Section 6.3  |    | Adjustments; Right of Set-Off.                                          |  | 30
|------------------------------------ | ------------ | -- | ----------------------------------------------------------------------- |  | --
|                                     | Section 6.4  |    | Cumulative Remedies.                                                    |  | 31
|                                     | Section 6.5  |    | Application of Payments.                                                |  | 31
|ARTICLE VII THE ADMINISTRATIVE AGENT |              | 31
|                                     | Section 7.1  |    | Appointment.                                                            |  | 31
|                                     | Section 7.2  |    | Delegation of Duties.                                                   |  | 31
|                                     | Section 7.3  |    | Exculpatory Provisions.                                                 |  | 31
|                                     | Section 7.4  |    | Reliance by Administrative Agent.                                       |  | 32
|                                     | Section 7.5  |    | Notice of Default.                                                      |  | 32
|                                     | Section 7.6  |    | Non-Reliance on Administrative Agent and Other Creditor Parties.        |  | 32
|                                     | Section 7.7  |    | Indemnification.                                                        |  | 33
|                                     | Section 7.8  |    | Administrative Agent in Its Individual Capacity.                        |  | 33
|                                     | Section 7.9  |    | Successor Administrative Agent.                                         |  | 33
|ARTICLE VIII MISCELLANEOUS           |              | 33
|                                     | Section 8.1  |    | Amendments.                                                             |  | 33
|                                     | Section 8.2  |    | Notices.                                                                |  | 34
|                                     | Section 8.3  |    | No Waiver; Remedies.                                                    |  | 34
|                                     | Section 8.4  |    | Costs and Expenses; Indemnification.                                    |  | 35
|                                     | Section 8.5  |    | Binding Effect; Successors and Assigns; Participations and Assignments. |  | 35
|                                     | Section 8.6  |    | Execution in Counterparts.                                              |  | 37
|                                     | Section 8.7  |    | Governing Law.                                                          |  | 37
|                                     | Section 8.8  |    | Mediation/Arbitration Provisions.                                       |  | 37
|                                     | Section 8.9  |    | Severability.                                                           |  | 39
|                                     | Section 8.10 |    | Entire Agreement.                                                       |  | 39
|                                     | Section 8.11 |    | Descriptive Headings.                                                   |  | 39
|                                     | Section 8.12 |    | Gender, Number, Interpretation.                                         |  | 39
|                                     | Section 8.13 |    | Confirmation of Security Documents.                                     |  | 39

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EXHIBIT
A FORM OF REVOLVING FACILITY NOTE

EXHIBIT
B BORROWING BASE REPORT

EXHIBIT
C FORM OF NOTICE OF BORROWING

EXHIBIT
D FORM OF ASSIGNMENT AND ACCEPTANCE

EXHIBIT
E COMMITMENT AMOUNTS

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FOURTH AMENDED AND RESTATED LOAN AGREEMENT

THIS FOURTH AMENDED AND RESTATED LOAN AGREEMENT (this "Agreement") dated as of March 31, 2002 is made by and among CUTTER & BUCK INC., a
Washington corporation (the "Borrower"), WASHINGTON MUTUAL BANK, a Washington corporation ("Washington Mutual"), BANK OF AMERICA, N.A., a national banking association ("BofA"), the several banks and
other financial institutions from time to time parties to this Agreement (including Washington Mutual and BofA in their respective capacities as lenders, the "Lenders"), Washington Mutual, as issuer
of letters of credit (the "Letter of Credit Issuer"), as issuer of credit cards (the "Credit Card Issuer"), and as administrative agent (the "Administrative Agent") in such capacity, for the Lenders,
the Letter of Credit Issuer and the Credit Card Issuer (the "Creditor Parties"). This Agreement amends and restates in its entirety the Third Amended and Restated Loan Agreement dated as of
November 3, 2000 as modified by a Modification Agreement re Third Amended and Restated Loan Agreement dated as of July 31, 2001 (collectively, the "Prior Loan Agreement"), as well as the
Second Amended and Restated Loan Agreement dated as of July 28, 2000 (the "Second Loan Agreement") and the Amended and Restated Loan Agreement dated April 28, 1999 among the Borrower,
Washington Mutual (then doing business as Western Bank) and BofA (then known as Bank of America National Trust and Savings Association doing business as Seafirst Bank) (the "Original Loan Agreement").

RECITALS

The Borrower, Washington Mutual and BofA were parties to the Prior Loan Agreement, the Second Loan Agreement and the Original Loan Agreement pursuant to which
Washington Mutual and BofA agreed to provide certain credit facilities to the Borrower.

The
Borrower, Washington Mutual and BofA are making this Agreement for several purposes, including the following: to recognize that the BV Line is being paid off and eliminated; to
recognize the elimination of (i) the sublimit to accommodate Washington Mutual's direct issuance of Commercial Letters of Credit for the account of Cutter & Buck, BV ("BV") and
(ii) the Borrower's guarantee of BV's obligations to BofA and Washington Mutual under the Prior Loan Agreement; to reduce the Revolving Commitment amount to $35,000,000; to recognize the
elimination of the Term Commitment; to establish a Borrowing Base for Advances and to amend certain financial covenants. The Borrower, Washington Mutual and BofA (in their various capacities) desire
to amend and restate the Prior Loan Agreement to reflect the foregoing.

Accordingly,
the parties agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1Certain Defined Terms.As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Acceptance" means a Draft presented to the Letter of Credit Issuer and accepted by the Letter of Credit Issuer in accordance with
Section 2.2(d).

"Account Debtor" means any Person which is or may be obligated to pay all or any portion of any Receivable owed to Borrower.

"Administrative Agent" has the meaning specified in the Preamble and as referred to in Section 7.9.

"Advance" means an advance to the Borrower pursuant to Article II, and refers to a Floating Rate Advance or a Fixed Rate Advance
(each of which shall be a "Type" of Advance). Revolving Facility Advances may be borrowed as Floating Rate Advances or LIBOR Rate Advances.

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"Affiliate" means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 20% or more of the voting interests of such
Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

"Agent Bank Fee" has the meaning specified in Section 2.6(c).

"Agreement" has the meaning specified in the Preamble.

"Authorized Officer" means the President, any Senior Vice-President or the Chief Financial Officer or Controller of the
Borrower.

"Benefited Lender" has the meaning specified in Section 6.3(a).

"BofA" has the meaning specified in the Preamble.

"Borrower" means Cutter & Buck Inc., a Washington corporation, as also defined in the Preamble.

"Borrowing" means a borrowing consisting of (a) the making of an Advance, (b) the issuance of a Letter of Credit,
(c) the acceptance of Drafts or (d) the funding of risk participations pursuant to Section 2.2(b)(iii) or 2.2(c)(ii).

"Borrowing Base" means, as of any date of determination, an amount equal to:





"Borrowing Base Report" means a report in substantially the form ofExhibit Bhereto, or in such other form as the Administrative Agent may specify from time to time, to be delivered by Borrower in accordance with the provisions of this Agreement.

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"Borrowing Request" means a request made by the Borrower to the Administrative Agent for (a) a Borrowing or (b) the
conversion or continuation of an Advance pursuant to the terms of this Agreement and shall, if requested by the Administrative Agent, be in the form of a Notice of Borrowing attached as Exhibit C.

"Business Day" means a day of the year on which banks are not required or authorized to close in Seattle, Washington and, if the
applicable Business Day relates to any LIBOR Rate Advances, on which dealings are carried on in the London interbank market.

"BV" means Cutter & Buck, BV, a corporation which is a wholly owned subsidiary of the Borrower and which is chartered in the
Netherlands, as also defined in the Preamble.

"BV Lender" means Bank of America, N.A., acting through its Amsterdam, Netherlands branch.

"BV Line" means the separate line of credit established by BV Lender in favor of BV in a maximum principal amount not exceeding
$5,000,000.

"Capital Expenditures" means expenditures in respect of the purchase or other acquisition of fixed or capital assets that are required to
be capitalized for financial reporting purposes in accordance with GAAP.

"Classics Inventory" means "inventory" (as that term is used in the UCC) owned by the Borrower which consists of products that
(i) are traditional in style, (ii) are marketed and sold throughout the year and (iii) are not a part of the Current Season Fashion Inventory.

"Collateral" means the collateral described in the Security Agreement or any other Loan Document at any time now or hereafter in effect
between the Borrower and the Administrative Agent, acting on behalf and for the benefit of each of the Creditor Parties, including all items of real and personal property in which the Administrative
Agent holds a Lien to secure the credit facilities described in this Agreement.

"Commercial Letters of Credit" means irrevocable commercial letters of credit issued pursuant to Section 2.2(b) from time to time
by the Letter of Credit Issuer or one of its correspondents for the account of the Borrower.

"Commitment" means, with respect to each Lender, the dollar amount constituting a portion of the Revolving Commitment set forth opposite
such Lender's name onExhibit Ehereof, including any recalculation thereof resulting from an assignment of any portion of its rights and
obligations under this Agreement pursuant to Section 8.5(c).

"Commitment Percentage" means, as to any Lender at any time, the percentage which such Lender's Commitment then constitutes of the
Revolving Commitment.

"Credit Card Issuer" means Washington Mutual Bank, also as defined in the Preamble.

"Credit Card Participant" means as to any Credit Card, each Lender other than the Letter of Credit Issuer and BofA.

"Credit Cards" means one or more business Visa Cards issued pursuant to Section 2.2(c) for the account of the Borrower.

"Creditor Parties" has the meaning specified in the Preamble.

"Current Season Fashion Inventory" means "inventory" (as that term is used in the UCC) owned by the Borrower which consists of products
that (i) are marketed and sold on a seasonal basis only and for a limited period of time and (ii) are not a part of the Classic Inventory.

"Default" has the meaning specified in the definition of "Event of Default."

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"Default Rate" has the meaning specified in Section 2.4(b).

"Dollars", "dollars" or the symbol "$"
means lawful money of the United States of America denominated in United States dollars.

"Draft" has the meaning specified in Section 2.2(d).

"EBITDA" means, for any period, the net income or net loss of the Borrower and its subsidiaries computed on a consolidated basis in
accordance with GAAP (but excluding extraordinary gains or losses), after restoring amounts deducted for, without duplication, (a) interest expense, (b) taxes based upon net income and
(c) depreciation and amortization.

"Effective Date" means March 31, 2002.

"Eligible Receivables" means, as of any date of determination, all Receivables of Borrower in which the Administrative Agent holds an
attached, fully perfected, first-priority security interest under the Security Documents for the benefit of the Lenders, the Letter of Credit Issuer, the Credit Card Issuer and which are otherwise
satisfactory to the Administrative Agent in all respects; provided, however, that Eligible Receivables do not include the following:



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"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Event of Default" means any of the events specified in Section 6.1, provided that there has been satisfied any requirement in
connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act, and "Default" shall
mean any of such events, whether or not any such requirement has been satisfied.

"Faxed Document" has the meaning specified in Section 2.2(b)(ix).

"Federal Funds Effective Rate" shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing
selected by it.

"Fixed Rate" means a LIBOR Rate.

"Fixed Rate Advance" means a LIBOR Rate Advance.

"Floating Rate" means, with respect to any Floating Rate Advance, a floating rate (redetermined daily) equal to the interest rate per
annum reported as the Prime Rate in the Money Rates section ofThe Wall Street Journal(Western Edition). IfThe Wall Street
Journalceases reporting the Prime Rate as currently reported, the Floating Rate shall be another reasonably comparable rate selected by the Administrative Agent.

"Floating Rate Advance" means an Advance which bears interest at a rate determined by reference to the Floating Rate as provided in
Section 2.4(a)(i).

"Foreign Receivables" means Receivables with respect to which the Account Debtor is not created and existing under the laws of the United
States or of one of its states and with a principal place of business in the United States.

"Funded Debt" means, as of any date of determination, (a) the Indebtedness of the Borrower under this Agreement, plus
(b) any other Indebtedness of the Borrower or its subsidiaries that (i) has a stated maturity date in excess of one year from the date of the creation of such Indebtedness or
(ii) has a stated maturity date of one year or less from the date of creation of such Indebtedness but is renewable or extendable at the option of the Borrower.

"GAAP" means generally accepted accounting principles in the United States.

"Governing Laws" has the meaning specified in Section 8.7.

"Indebtedness" means, with respect to any Person: (i) all items of indebtedness or liability which would be included in determining
total liabilities as shown on the liability side of a balance sheet as of the date as of which indebtedness is determined; (ii) indebtedness secured by any Lien on property carried on the asset
side of the balance sheet of such Person whether or not such indebtedness shall have been assumed; (iii) any other indebtedness or liability for borrowed money or for the deferred purchase
price of property or services for which such Person is directly or contingently liable as obligor, guarantor, or otherwise, or in respect of which such Person otherwise assures a creditor against
loss; and (iv) any other obligations of such Person under leases which shall have been or, pursuant to GAAP, should be recorded as capital leases.

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"Indemnified Parties" and "Indemnified Party" each have the meaning specified in
Section 8.4(c).

"Indemnified Liabilities" has the meaning specified in Section 8.4(c).

"Insolvency Proceeding" means any proceeding commenced by or against any Person under any provision of the United States Bankruptcy Code,
as amended, or under any other bankruptcy or insolvency law, any assignment for the benefit of creditors, or any other proceeding seeking reorganization, arrangement or other relief from Indebtedness.

"Interest Coverage Ratio" means, as of the last day of any fiscal quarter, the ratio of (a) EBITDA plus the Restructuring and Asset
Impairment Charge to (b) Interest Expense, in each case for a rolling period of four (4) consecutive fiscal quarters ending as of such date.

"Interest Expense" means, for any period, as applied to the Borrower and its consolidated subsidiaries, all interest expense, as
determined and computed on a consolidated basis in accordance with GAAP, but excluding any deduction for capitalization interest.

"Interest Period" means, for each Fixed Rate Advance, the period beginning on the date of such Advance and ending on the last day of the
period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period for a LIBOR Rate Advance shall be one, three or six months, as selected by the Borrower in
its applicable Borrowing Request; provided, however, that:



"Lenders" has the meaning specified in the Preamble.

"Letter of Credit" means any letter of credit issued by the Letter of Credit Issuer or one of its correspondents for the account of the
Borrower in accordance with the provisions of Section 2.2(b), which letter of credit shall be: (i) in the case of a Commercial Letter of Credit, issued in connection with the purchase of
inventory by the Borrower and, in the case of a Standby Letter of Credit, issued for such other purposes, if any, for which the Borrower has historically obtained letters of credit or for such other
purposes as are acceptable to the Lender; (ii) denominated in United States Dollars, and (iii) otherwise in such form as may be approved from time to time by the Letter of Credit Issuer.

"Letter of Credit Agreements" means, collectively, the Continuing Agreement for Commercial Letters of Credit dated as of
January 29, 1997 from the Borrower to the Letter of Credit Issuer and the Continuing Agreement for Standby Letters of Credit dated as of January 29, 1997 from the Borrower to the Letter
of Credit Issuer.

"Letter of Credit Issuer" means Washington Mutual Bank, as defined in the Preamble.

"Letter of Credit Participant" means as to any Letter of Credit, each Lender other than the Letter of Credit Issuer.

"LIBOR Rate" means, with respect to any LIBOR Rate Advance for any Interest Period, an interest rate per annum (rounded upward to the next
1/100 of 1%) reported as the London Interbank Offered Rate in the Money Rates section ofThe Wall Street Journal(Western Edition) published on the
Business Day next preceding the date such LIBOR Rate Advance is made (which rate may be reported as of an earlier date) for maturities equal to the requested Interest Period. If The Wall Street Journalceases reporting London Interbank Offered Rates comparable to those currently reported, the LIBOR Rate shall be another
reasonably comparable rate selected by the Administrative Agent.

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"LIBOR Rate Advance" means an Advance which bears interest at a rate determined by reference to the LIBOR Rate as provided in
Section 2.4(a)(ii).

"Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of
any jurisdiction).

"Loan Documents" means this Agreement, the Notes, the Letter of Credit Agreements, the Security Documents and all other documents,
instruments and agreements related thereto, including all documentation delivered pursuant to Section 2.2(b)(ii).

"Net Value" means, as of any date of determination, with respect to Eligible Receivables, the aggregate amount remaining due and unpaid in
respect thereof.

"Notes" means the Revolving Facility Notes.

"Notice of Borrowing" means a written notice in the form ofExhibit C.

"Obligations" means, collectively, as of any date of determination, any and all obligations owing to Washington Mutual or BofA, in any of
their respective capacities under this Agreement and the other Loan Documents, including (i) all Advances Outstanding, (ii) obligations in respect of Acceptances Outstanding and Letters
of Credit Outstanding and (iii) all obligations in respect of Credit Cards.

"Original Loan Agreement" has the meaning specified in the Preamble.

"Outstanding" means, as of any date of determination, (a) with respect to Letters of Credit, all Letters of Credit issued pursuant
to Section 2.2(b), with respect to which the full amount available to be drawn thereunder has not been drawn and which have not expired at their stated expiration dates or otherwise in
accordance with their terms or been surrendered to the Letter of Credit Issuer for cancellation, or (b) with respect to Advances, the principal amount thereof remaining unpaid and owing by the
Borrower. As used in connection with Acceptances, the term "Outstanding" shall have the meaning specified in Section 2.2(d)(v).

"Permitted Liens" means (a) Liens securing the Obligations, (b) Liens for taxes, assessments or similar charges either not
yet due or being contested in good faith, (c) Liens of material men, mechanics, warehousemen or carriers, or other like Liens arising in the ordinary course of business and securing obligations
which are not yet delinquent, (d) purchase money Liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure
Indebtedness outstanding on the Effective Date or permitted to be incurred under Section 5.2(a), (e) Liens which, as of the Effective Date, have been disclosed to and approved by the
Lender in writing, (f) Liens which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of the Borrower's assets, and (g) Liens
granted pursuant to capital leases.

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated
association, joint venture or other entity, or any governmental authority or entity.

"Prior Loan Agreement" has the meaning specified in the Preamble.

"Purchasing Lenders" has the meaning specified in Section 8.5(c).

"Receivables" means all of Borrower's rights to payment arising from the sale of products by Borrower or the provision of services by
Borrower, in either case in the ordinary course of business, whether now in existence or arising from time to time hereafter, including rights evidenced by an

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account, account receivable, note, contract right, security agreement, chattel paper or other evidence of indebtedness.

"Register" has the meaning specified in Section 8.5(d).

"Required Lenders" means, at any date, the Lenders having an aggregate Commitment Percentage equal to 100% of the Commitment.

"Required Tangible Net Worth" has the meaning specified in Section 5.3(a).

"Restructuring and Asset Impairment Charge" means a charge of $12,000,000 before taxes of which $10,300,000 shall be reflected on the
quarterly financial statements of the Borrower for its quarter ended January 31, 2002 and $1,700,000 shall be reflected on the quarterly financial statements of the Borrower for its quarter
ended April 30, 2002.

"Revolving Commitment" has the meaning specified in Section 2.1.

"Revolving Facility" has the meaning specified in Section 2.1.

"Revolving Facility Advances" means Advances by the Lenders to the Borrower under the Revolving Facility as Floating Rate Advances or
LIBOR Rate Advances.

"Revolving Facility Note" means the promissory note payable to the order of each of the Lenders, in substantially the form of Exhibit A, in the amount of such
Lender's Commitment Percentage, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting
from Borrowings under the Revolving Facility.

"Second Loan Agreement" has the meaning specified in the Preamble.

"Security Agreement" means the Fourth Amended and Restated Security Agreement dated the Effective Date between the Borrower and the
Administrative Agent, as secured party on behalf of the Creditor Parties.

"Security Documents" means the Security Agreement and all other documents, instruments and agreements (a) under which any Person
grants a security interest to the Administrative Agent on behalf and for the benefit of the Creditor Parties for the purpose of securing the obligations of the Borrower contained in this Agreement and
the other Loan Documents, or (b) which relate to the perfection of such a security interest.

"Standby Letters of Credit" means irrevocable standby letters of credit issued pursuant to Section 2.2(b) from time to time by the
Letter of Credit Issuer or one of its correspondents for the account of the Borrower.

"Tangible Net Worth" means the sum of common stock, additional paid in capital and retained earnings of the Borrower and its subsidiaries
calculated on a consolidated basis in accordance with GAAP.

"Term Commitment" means a line of credit in the maximum amount of $5,000,000 made available by Washington Mutual Bank (then doing business
as Western Bank) pursuant to the Prior Loan Agreement.

"Term Facility" means a loan made to the Borrower pursuant to the Prior Loan Agreement.

"Termination Date" means August 1, 2003, unless earlier terminated pursuant to Section 6.2.

"Transferee" has the meaning specified in Section 8.5(f).

"Type" has the meaning specified in the definition of "Advance".

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"UCC" means the Uniform Commercial Code as enacted in the state of Washington (presently Revised Code of Washington title 62A).

"UCP" has the meaning specified in Section 8.7.

"Unused Acceptance Sublimit" means, as of any date of determination, an amount equal to $5,000,000 minus the sum of (a) the
aggregate amount of all Acceptances Outstanding as provided in Section 2.2(d) and (b) the aggregate amount of Acceptances for which a Borrowing Request has been made but for which Drafts
have not been accepted by the Letter of Credit Issuer.

"Unused Revolving Facility Commitment" means, as of any date of determination, an amount equal to the Revolving Commitment minus the sum
of: (a) the aggregate principal amount of all Revolving Facility Advances Outstanding, (b) the aggregate amount available to be drawn under all Letters of Credit Outstanding and the
aggregate amount drawn under Letters of Credit for which the Letter of Credit Issuer has not been reimbursed or which has not been converted into a Floating Rate Advance, as provided in
Section 2.2(b)(vii), (c) the aggregate amount of all Acceptances Outstanding which have not been paid, as provided in Section 2.2(d)(vi), (d) the aggregate principal,
stated or face amounts of Revolving Facility Advances, Letters of Credit and Acceptances for which a Borrowing Request has been made pursuant to Section 2.3(a) but which have not been disbursed
or issued as of the date of determination, and (e) the Credit Card sublimit of $250,000.

"Unused SLC Sublimit" means, as of any date of determination, an amount equal to $3,000,000 minus the sum of (a) the aggregate
amount available to be drawn under all Standby Letters of Credit Outstanding and the aggregate amount drawn under Standby Letters of Credit for which the Letter of Credit Issuer has not been
reimbursed or which has not been converted into a Floating Rate Advance, as provided in Section 2.2(b)(vii) and (b) the aggregate stated amounts of Standby Letters of Credit for
which a Borrowing Request has been made pursuant to Section 2.3(a) but which have not been issued as of the date of determination.

"Value of Classics Inventory" means, as of any date of determination, the value of all Classics Inventory of Borrower measured at the
lower of cost or fair market value and determined in accordance with GAAP.

"Value of Current Season Fashion Inventory" means, as of any date of determination, the value of all Current Season Fashion Inventory of
Borrower measured at the lower of cost or fair market value and determined in accordance with GAAP.

"Washington Mutual" has the meaning specified in the Preamble.

"Working Capital" means current consolidated assets of the Borrower and its subsidiaries minus current consolidated liabilities of the
Borrower and its subsidiaries, as defined according to GAAP.

Section 1.2Computation of Time Periods.In this Agreement, in the computation of periods of time from a
specified date to a later specified date: (a) the word "from" means "from and including," (b) the words "to" and "until" each means "to but excluding"; and (c) the word "through"
means "through and including."

Section 1.3Accounting Terms.All accounting terms not specifically defined in this Agreement shall be
construed, and all accounting procedures shall be performed, in accordance with GAAP applicable as of the date of this Agreement, consistently applied.

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ARTICLE II

AMOUNTS AND TERMS OF THE BORROWINGS

Section 2.1The Revolving Facility.Subject to the terms and conditions of this Agreement, each Lender
severally agrees to make available to the Borrower for working capital and general corporate purposes its Commitment Percentage of a revolving credit facility (the "Revolving Facility") in the maximum
amount of $35,000,000 (the "Revolving Commitment"), consisting of (i) Floating Rate Advances and LIBOR Advances, (ii) Standby Letters of Credit, (iii) Commercial Letters of
Credit, (iv) Credit Cards, and (v) Acceptances; provided, however, that:



Section 2.2The Borrowings.



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Section 2.3Making the Borrowings.



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Section 2.4Interest Rates; Late Charges.



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Section 2.5Repayment.



Section 2.6Fees.



Section 2.7Prepayments.



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Section 2.8Payments and Computations.



Section 2.9Increased Costs.



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Section 2.10Illegality.Notwithstanding any other provision of this Agreement, if the introduction of or
any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for a Creditor Party to
perform its obligations hereunder to make Fixed Rate Advances or to purchase risk participations in any Letter of Credit or Credit Card, to continue to fund or maintain such Advances hereunder, for
the Letter of Credit Issuer to issue or maintain Letters of Credit or for the Credit Card Issuer to issue or maintain Credit Cards, such Creditor Parties may, by notice to the Borrower, suspend the
right of the Borrower to elect such Fixed Rate Advances or to request Letters of Credit to be issued, as the case may be, and, if necessary in the reasonable opinion of such Creditor Parties to comply
with such law or regulation, Borrower shall prepay all such Fixed Rate Advances at the latest time permitted by the applicable law or regulation. The Borrower shall not be obligated to pay any amount
pursuant to Section 2.11 in respect of such prepayment.

Section 2.11Prepayment Indemnity; Fee.If (i) due to payments made by the Borrower pursuant to
Section 2.7 or due to acceleration of the maturity of the Notes pursuant to Section 6.2 or due to any other reason attributable to the Borrower (but not due to any prepayment pursuant to
Section 2.10), a Lender receives payments of principal of a Fixed Rate Advance other than on the last day of an Interest Period relating to such Advance, or (ii) the Borrower fails to
prepay any Fixed Rate Advance pursuant to a notice of prepayment given pursuant to Section 2.7, the Borrower shall, upon demand by a Lender, pay to the Administrative Agent on behalf of such
Lender, in the case of prepayment of LIBOR Rate Advances, any amounts required to compensate the Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such
payment or failure to prepay, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Lender to fund or maintain such
Advances.

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Section 2.12Evidence of Debt.The Advances made by the Lenders to the Borrower, and the obligations of
the Borrower to both reimburse the Letter of Credit Issuer for draws on Letters of Credit and reimburse the Credit Card Issuer for disbursements made under Credit Cards, shall be evidenced by a Note
payable to the order of each Lender in a principal amount equal to such Lender's Commitment Percentage of the Revolving Commitment. Each Lender may maintain in accordance with its usual practice an
account or accounts evidencing the Indebtedness of the Borrower resulting from Advances and payments made from time to time hereunder. In any legal action or proceeding in respect of this Agreement or
the Notes, the entries made in such account or accounts shall be presumptive evidence of the existence and amounts of the obligations of the Borrower therein recorded, if made reasonably and in good
faith.

Section 2.13Collateral.As security for the Obligations and for the performance by the Borrower of its
other obligations hereunder and under all the other Loan Documents, the Borrower shall grant to the Administrative Agent, on behalf of and for the benefit of each Lender, the Letter of Credit Issuer,
and the Credit Card Issuer, an attached, fully perfected, first-priority security interest in the Collateral, subject to the terms of the Security Agreement.

Section 2.14Use of Proceeds.Proceeds of the Revolving Facility Advances and disbursements made under
Credit Cards shall be used for general corporate purposes of the Borrower, including for repayment of any other Advances and reimbursement of draws under Letters of Credit.

ARTICLE III

CONDITIONS OF BORROWING

Section 3.1Conditions Precedent to Effective Date.The occurrence of the Effective Date is subject to
the condition precedent that the Administrative Agent shall have received in form and substance satisfactory to the Administrative Agent and all duly executed by the parties thereto:



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Section 3.2Conditions Precedent to Each Borrowing.The obligation of the Lenders to make, continue or
convert Revolving Facility Advances, or the obligation of the Letter of Credit Issuer to issue Letters of Credit or the Credit Card Issuer to issue Credit Cards, shall be subject to the following
further conditions precedent:



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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as follows:

Section 4.1Organization.The Borrower is a corporation which is duly organized, validly existing, and in
good standing under the laws of the State of Washington. The Borrower has the full power and authority to own its properties and to transact the businesses in which it is presently engaged or
presently proposes to engage. The Borrower also is duly qualified as a foreign corporation and is in good standing in all states in which the failure to so qualify would have a material adverse effect
on its businesses or financial condition.

Section 4.2Authorization.The execution, delivery, and performance of this Agreement and all other Loan
Documents by the Borrower, to the extent to be executed, delivered or performed by the Borrower, have been duly authorized by all necessary action by the Borrower; do not require the consent or
approval of any other person, regulatory authority or governmental body; and do not conflict with, result in a violation of, or constitute a default under (a) any provision of its articles of
incorporation or bylaws, or any agreement or other instrument binding upon the Borrower or (b) any law, governmental regulation, court decree, or order applicable to the Borrower.

Section 4.3Financial Information.Each financial statement of the Borrower supplied to the
Administrative Agent truly and completely disclosed the Borrower's financial condition as of the date of the statement, and there has been no material adverse change in the Borrower's financial
condition subsequent to the date of the most recent financial statement supplied to the Administrative Agent. The Borrower has no material contingent obligations except as disclosed in such financial
statements.

Section 4.4Legal Effect.This Agreement constitutes, and any instrument or agreement required hereunder
to be given by the Borrower when delivered will constitute, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to
applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Section 4.5Properties.Except for Permitted Liens, capital leases and real property leases, the Borrower
owns and has good title to all of the Borrower's properties free and clear of all Liens, and has not executed any security documents or financing statements relating to such properties. All of the
Borrower's properties are titled in the Borrower's legal name, and the Borrower has not used, or filed a financing statement under, any other name for at least the last five (5) years.

Section 4.6Hazardous Substances.The Borrower's use of its properties comply in all material respects
with all applicable laws and regulations relating to the environment, including all laws and regulations relating to pollution and environmental control.

Section 4.7Litigation and Claims.No litigation, claim, investigation, administrative proceeding or
similar action (including those for unpaid taxes) against the Borrower is pending or threatened, and no other event has occurred which may materially adversely affect the Borrower's financial
condition or properties, except for (a) litigation, claims, or other events, if any, that have been disclosed to and acknowledged by each of the Lenders in writing and (b) threatened or
pending claims which, if adversely determined against the Borrower, would not either individually or in the aggregate exceed $150,000.

Section 4.8Taxes.To the best of the Borrower's knowledge, all tax returns and reports of the Borrower
that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by the
Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.

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Section 4.9Lien Priority.Unless otherwise previously disclosed to each of the Lenders in writing and
except for Permitted Liens, the Borrower has not entered into or granted any Lien, or permitted the filing or attachment of any Lien on or affecting any of the Collateral that would be prior or that
may in any way be superior to the Administrative Agent's Lien and rights, on behalf of the Creditor Parties, in and to such Collateral. At or prior to the Effective Date, Borrower has granted to the
Administrative Agent, on behalf of and for the benefit of each of the Creditor Parties, an attached, fully perfected, first-priority security interest in the Collateral, subject to the terms of the
Security Agreement.

Section 4.10Binding Effect.This Agreement and all of the other Loan Documents are binding upon the
Borrower as well as upon the Borrower's successors, representatives and assigns, and are legally enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Section 4.11Commercial Purposes.The Borrower intends to use the proceeds of all Advances solely for
business or commercial related purposes.

Section 4.12Employee Benefit Plans.Each employee benefit plan as to which the Borrower may have any
liability complies in all material respects with all applicable requirements of law and regulations, and (a) no Reportable Event or Prohibited Transaction (as defined in ERISA) has occurred
with respect to any such plan, (b) the Borrower has not withdrawn from any such plan or initiated steps to do so, (c) no steps have been taken to terminate any such plan, and
(d) there are no unfunded liabilities other than those previously disclosed to the Lenders in writing.

Section 4.13Location of The Borrower's Offices and Records.The Borrower confirms that it is an
organization and has more than one place of business. The Borrower's chief executive office remains at 2701 First Avenue, Suite 500, Seattle, Washington 98121, except the Borrower anticipates, as of
the date of this Agreement, the relocation of its chief executive office in September, 2002 to 701 N. 34th Street, Seattle, Washington 98103. Unless the Borrower has designated otherwise in writing,
the Borrower's chief executive office is also the place where the Borrower keeps its records concerning the Collateral.

Section 4.14Information.All information furnished by the Borrower to either the Administrative Agent or
the Lenders for the purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all information hereafter furnished by or on behalf of the Borrower to either the
Administrative Agent or the Lenders will be, true and accurate in every material respect on the date as of which such information is dated or certified; and none of such information is or will be
incomplete by omitting to state any material fact necessary to make such information not misleading.

Section 4.15Survival of Representations and Warranties.The Borrower understands and agrees that the
Lenders, without independent investigation, are relying upon the above representations and warranties in extending the Revolving Facility to the Borrower. The Borrower further agrees that the
foregoing representations and warranties shall be continuing in nature and shall remain in full force and effect until such time as the Borrower's Indebtedness under this Agreement shall be paid in
full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.

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ARTICLE V

COVENANTS OF THE BORROWER

Section 5.1Affirmative Covenants.So long as any Obligations remain Outstanding, the Borrower covenants
and agrees that it will:



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Section 5.2Negative Covenants.So long as any Obligations remain Outstanding, the Borrower covenants and
agrees that it will not:



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Section 5.3Financial Covenants.So long as any Obligations remain Outstanding, the Borrower covenants
and agrees that unless it receives the prior written consent of the Required Lenders, it will:



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ARTICLE VI

EVENTS OF DEFAULT

Section 6.1Events of Default.The following events shall constitute events of default hereunder ("Events
of Default"):



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Provided,
however, that none of the foregoing events (other than those referred to in paragraph (a)) shall constitute an Event of Default hereunder if (i) it is curable and
if the Borrower has not been given a notice of a similar default within the preceding twelve (12) months and (ii) the Borrower, after receiving written notice from the Administrative
Agent demanding cure of such default, (A) cures the default within fifteen (15) days or (B) if the cure requires more than fifteen (15) days, immediately initiates steps
which the Required Lenders deem in their sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance
as soon as reasonably practical.

Section 6.2Remedies.If an Event of Default shall have occurred and be continuing, the Administrative
Agent may, by notice to the Borrower, (a) declare the obligation of the Lenders to make Advances, the obligation of the Letter of Credit Issuer to issue Letters of Credit and accept Drafts and
the obligation of the Credit Card Issuer to issue a Credit Card to be terminated, whereupon the same shall forthwith terminate, and (b) declare (i) the Notes and all interest thereon,
(ii) an amount equal to the stated amount of each Outstanding Letter of Credit (notwithstanding that the obligation of the Borrower to reimburse any draws under any such Letter of Credit may be
contingent or not matured), (iii) an amount equal to the aggregate amount of disbursements made under any issued Credit Cards, and (iv) all other Obligations (whether or not contingent
or unmatured) to be immediately due and payable, whereupon the Notes, all such interest, all such amounts payable with respect to Outstanding Letters of Credit and issued Credit Cards and all such
other Obligations shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower;
provided, however, that if an Event of Default under Section 6.01(f) shall occur, (A) the obligation of the Lenders to make Advances, the obligation of the Letter of Credit Issuer to
issue Letters of Credit and accept Drafts and the obligation of the Credit Card Issuer to issue Credit Cards shall automatically be terminated and (B) the Notes, all interest thereon, an amount
equal to the stated amount of each Outstanding Letter of Credit (notwithstanding that the obligation of the Borrower to reimburse any draws under any such Letter of Credit may be contingent or not
matured), an amount equal to the aggregate amount of disbursements made under any issued Credit Cards and all other Obligations (whether or not contingent or unmatured) shall automatically become and
be immediately due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

Section 6.3Adjustments; Right of Set-Off.



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Section 6.4Cumulative Remedies.If an Event of Default shall occur and be continuing, the Administrative
Agent on behalf of the Creditor Parties may proceed to enforce the Loan Documents by exercising such remedies as are available thereunder or in respect thereof under applicable law, whether for
specific performance of any covenant or other agreement contained in the Loan Documents or in aid of the exercise of any power granted in the Loan Documents. No remedy conferred in this Agreement or
the other Loan Documents is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or therein
or now or hereafter existing at law, in equity, by statute or otherwise.

Section 6.5Application of Payments.After the occurrence and during the continuance of an Event of
Default, the Administrative Agent on behalf of the Creditor Parties shall apply all funds received in respect of amounts owing under this Agreement and the other Loan Documents in such order as the
Required Lenders may determine in their sole discretion notwithstanding any instruction from the Borrower.

ARTICLE VII

THE ADMINISTRATIVE AGENT

Section 7.1Appointment.Each Creditor Party hereby irrevocably designates and appoints the
Administrative Agent as the agent of such Creditor Party under this Agreement and the other Loan Documents, and each such Creditor Party irrevocably authorizes the Administrative Agent, in such
capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Creditor Party, and
no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

Section 7.2Delegation of Duties.The Administrative Agent may execute any of its duties under this
Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.
The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 7.3Exculpatory Provisions.Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates shall be (i) liable to any of the Creditor Parties for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Loan Document (except for its or such Person's own gross negligence or willful misconduct) or (ii) responsible in any manner to
any of the Creditor Parties for any recitals, statements, representations or warranties made by the Borrower or any representative thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in

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connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for
any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Creditor Party to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower.

Section 7.4Reliance by Administrative Agent.The Administrative Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the
Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in taking any action or in failing or refusing to take any
action under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Creditor Parties and all future holders of the obligations owing by the Borrower hereunder.

Section 7.5Notice of Default.The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Creditor Party or the Borrower referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of default". In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof
to the Creditor Parties. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Creditor Parties; provided
that unless and until the Administrative Agent shall have received such directions, and the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Creditor Parties.

Section 7.6Non-Reliance on Administrative Agent and Other Creditor Parties.Each Creditor
Party expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Creditor
Party. Each Creditor Party represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Creditor Party, and based on such documents
and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower
and made its own decision to make Advances hereunder and enter into this Agreement. Each Creditor Party also represents that it will, independently and without reliance upon the Administrative Agent
or any other Creditor Party, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not
taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Creditor Parties by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any Creditor Party with any credit or other information concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

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Section 7.7Indemnification.The Creditor Parties agree to indemnify the Administrative Agent in its
capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Commitment Percentages in effect on
the date on which indemnification is sought (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the aggregate Advances Outstanding shall have been
reduced to zero, ratably in accordance with their Commitment Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the amounts owing hereunder) be imposed on, incurred by
or asserted against the Administrative Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no
Creditor Party shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely
from the Administrative Agent's gross negligence or willful misconduct. The agreements in this Article VII shall survive the payment of the Loans and all other amounts payable hereunder.

Section 7.8Administrative Agent in Its Individual Capacity.The Administrative Agent and its Affiliates
may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not the Administrative Agent hereunder and under the
other Loan Documents. With respect to the Advances made by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Creditor Party
and may exercise the same as though it were not the Administrative Agent, and the term "Creditor Party" shall include the Administrative Agent in its individual capacity.

Section 7.9Successor Administrative Agent.The Administrative Agent may resign as Administrative Agent
upon 30 days' notice to the Creditor Parties. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Creditor Parties a successor agent for the Creditor Parties, which successor agent shall be approved by the Borrower, whereupon such successor agent shall succeed to the rights,
powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's
rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement.
After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement and the other Loan Documents.

ARTICLE VIII

MISCELLANEOUS

Section 8.1Amendments.An amendment, modification or waiver of any provision of this Agreement or the
other Loan Documents, or a consent to any departure by the Borrower therefrom, including any amendment, modification or waiver reducing the amount of principal of an Outstanding Advance, extending the
Termination Date or reducing the stated amount of any interest, fee or other amount payable to any Creditor Party under this Agreement, or any amendment, modification or waiver of any provision of
this Section 8.1, or any amendment reducing the percentage specified in the definition of "Required Lenders", or any consent to the assignment or transfer by the Borrower of any of its rights
and obligations under this Agreement and the other Loan Documents, shall be effective against the Creditor Parties if, but only if, it shall be in writing and approved and signed by the Required
Lenders, and then such a waiver or consent shall be effective only in the specific instance and

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for the specific purpose for which given; provided, however, that: (a) any amendment, modification or waiver of any provision of Article VII must be approved by written consent of the
Administrative Agent and the Required Lenders; (b) any amendment, modification or waiver of any provision of Section 2.2(b) must be approved by written consent of the Letter of Credit
Issuer and the Required Lenders; and (c) any amendment, modification or waiver of any provision of Section 2.2(c) must be approved by written consent of the Credit Card Issuer and the
Required Lenders.

Section 8.2Notices.Except as otherwise specifically provided in this Agreement, all notices and other
communications provided for hereunder shall be in writing (including telecopier) and mailed, telecopied or otherwise transmitted or delivered, as follows:

If
to the Borrower at:

Cutter & Buck Inc.
2701 First Avenue, Suite 500
Seattle, WA 98121
Attention:    Steve Lowber, Chief Financial Officer
Telecopy:    (206) 448-0589
Telephone    (206) 622-4191


Or,
based upon an anticipated change to the Borrower's chief executive office, from and after approximately September, 2002 at:

Cutter & Buck Inc.
701 N. 34th Street
Seattle, WA 98103
Attention:    Steve Lowber, Chief Financial Officer
Telecopy:    TBA
Telephone    TBA


If
to a Lender, the Administrative Agent, the Letter of Credit Issuer, the Credit Card Issuer, or any other Creditor Party, at the address as set forth under its name on the signature
page of this Agreement; or, as to any party, at such other address as shall be designated by such party in a written notice to the other party or parties.

All
such notices and communications shall, (i) if mailed, be effective three (3) Business Days following deposit in the United States mail, postage prepaid; (ii) if
delivered by air courier, be effective the first Business Day following transmittal to the air courier and (iii) if telecopied, be effective when telecopied and electronic confirmation of
transmission is received, except that notices and communications to the Administrative Agent, the Letter of Credit Issuer or the Credit Card Issuer pursuant to Article II shall not be effective
until received by the Administrative Agent, the Letter of Credit Issuer or the Credit Card Issuer, as the case may be. A notice received by the Administrative Agent, the Letter of Credit Issuer or the
Credit Card Issuer by telephone pursuant to a provision of this Agreement providing for telephone notice shall be effective if such party believes in good faith that it was given by an Authorized
Officer of the Borrower and acts pursuant thereto, notwithstanding the absence of written confirmation.

Section 8.3No Waiver; Remedies.No failure on the part of the Administrative Agent to exercise, and no
delay in exercising, on behalf of the Creditor Parties, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right
hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right. The remedies provided herein and in the other Loan Documents are
cumulative and not exclusive of any remedies provided by law.

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Section 8.4Costs and Expenses; Indemnification.



Section 8.5Binding Effect; Successors and Assigns; Participations and Assignments.



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Section 8.6Execution in Counterparts.This Agreement may be executed in any number of counterparts and
by different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 8.7Governing Law.All of the Loan Documents shall be governed by and construed in accordance
with the laws of the state of Washington, without regard to the choice of law provisions or principles of Washington law, except to the extent that the Uniform Commercial Code as enacted in the state
of Washington provides that the validity or perfection of any security interests in, or remedies in respect of, any particular Collateral are governed by the laws of a jurisdiction other than the
state of Washington (the "Governing Laws"). Except as otherwise provided in this Agreement or any of the other Loan Documents and unless inconsistent with any provision of the Governing Laws that
cannot be waived, the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce ("UCP") as in effect from time to time are fully incorporated herein and shall apply
to all Letters of Credit issued hereunder.

Section 8.8Mediation/Arbitration Provisions.



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Section 8.9Severability.Any provision of the Loan Documents that is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or unenforceability in such jurisdiction without invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction. To the extent permitted by applicable law, the parties waive any provision of law which renders any provision of any other Loan Documents
prohibited or unenforceable in any respect.

Section 8.10Entire Agreement.This Agreement and the other Loan Documents constitute the final and
complete expression of the parties with respect to the transactions contemplated by this Agreement and replace and supersede all prior discussions, negotiations and understandings with respect
thereto. Neither this Agreement nor any term hereof nor of the other Loan Documents may be changed, waived, discharged or terminated except as provided herein.

Section 8.11Descriptive Headings.The descriptive headings of the various provisions of this Agreement
are for convenience of reference only, do not constitute a part hereof, and shall not affect the meaning or construction of any provision hereof.

Section 8.12Gender, Number, Interpretation.Whenever appropriate to the meaning of this Agreement or the
other Loan Documents, use of the singular shall be deemed to refer to the plural, the use of the plural to the singular, and pronouns of certain gender to either or both the other genders. Whenever
the word "including" is used in this Agreement, it shall be read to mean "including but not limited to."

Section 8.13Confirmation of Security Documents.The Borrower acknowledges and agrees that each of the
Security Documents continues, and will continue, in full force and effect to secure all of the obligations of the Borrower under this Agreement and any other Loan Documents.

[SIGNATURE
PAGES FOLLOW]

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The
parties have duly executed and delivered this Agreement as of the date first written above.



|BORROWER:                                                              |  | CUTTER & BUCK INC.                                                                                                                  
|---------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|                                                                       |  |                                                                                                                                     
|                                                                       |  |                                                                                                                                     
|                                                                       |  | By:                                                                                                                                 
|                                                                       |  |                                                                                                                                     
|                                                                       |  |                                                                                                                                     
|                                                                       |  |                                                                                                                                     
|                                                                       |  |                                                                                                                                     
|                                                                       |  |                                                                                                                                     
|                                                                       |  |                                                                                                                                     
|ADMINISTRATIVE AGENT,
LETTER OF CREDIT ISSUER,
AND CREDIT CARD ISSUER: |  | WASHINGTON MUTUAL BANK                                                                                                              
|                                                                       |  |                                                                                                                                     
|                                                                       |  |                                                                                                                                     
|                                                                       |  | By:                                                                                                                                 
|                                                                       |  |                                                                                                                                     
|                                                                       |  |                                                                                                                                     
|                                                                       |  |                                                                                                                                     
|                                                                       |  |                                                                                                                                     
|                                                                       |  |                                                                                                                                     
|                                                                       |  | Address for Notices:
1201 Third Avenue, Suite 1000
Seattle, Washington 98101
Attention:    Peter Bentley
Telecopy:    (206) 377-2575
|                                                                       |  |                                                                                                                                     
|                                                                       |  |                                                                                                                                     

40

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|OTHER CREDITOR PARTIES: |  | WASHINGTON MUTUAL BANK                                                                                                                                                      
|----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        |  |                                                                                                                                                                             
|                        |  |                                                                                                                                                                             
|                        |  | By:                                                                                                                                                                         
|                        |  |                                                                                                                                                                             
|                        |  |                                                                                                                                                                             
|                        |  |                                                                                                                                                                             
|                        |  |                                                                                                                                                                             
|                        |  |                                                                                                                                                                             
|                        |  | Address for Notices:
1201 Third Avenue, Suite 1000
Seattle, Washington 98101
Attention:    Peter Bentley
Telecopy:    (206) 377-2575                                        
|                        |  |                                                                                                                                                                             
|                        |  |                                                                                                                                                                             
|                        |  | BANK OF AMERICA, N.A.                                                                                                                                                       
|                        |  |                                                                                                                                                                             
|                        |  |                                                                                                                                                                             
|                        |  | By:                                                                                                                                                                         
|                        |  |                                                                                                                                                                             
|                        |  |                                                                                                                                                                             
|                        |  |                                                                                                                                                                             
|                        |  |                                                                                                                                                                             
|                        |  |                                                                                                                                                                             
|                        |  | Address for Notices:
Bank of America
NW Commercial Banking
WA 1-501-35-01
800 5th Avenue, Floor 35
Seattle, WA 98104
Attention:    Luke Bienfang
Telecopy:    (206) 585-1794

41

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EXHIBIT A

FOURTH
AMENDED AND RESTATED REVOLVING CREDIT FACILITY NOTE

Seattle,
Washington
March    , 2002

For
value received, CUTTER & BUCK INC. (the "Borrower") promises to pay to the order of [NAME OF LENDER] (the "Lender") the unpaid principal amount
of all Borrowings made by the Lender to the Borrower under the Revolving Facility pursuant to that certain Fourth Amended and Restated Loan Agreement dated as of March 31, 2002 (as the same may
be amended and modified from time to time, the "Loan Agreement") by and among the Borrower, the Lender, the several lenders also party thereto (the "Lenders"), WASHINGTON MUTUAL BANK, as letter of
credit issuer and as credit card issuer, and WASHINGTON MUTUAL BANK, as administrative agent to the foregoing parties (in such capacity, the "Administrative Agent"), on the dates and in the amounts
provided in the Loan Agreement. The Borrower promises to pay interest on the unpaid principal amount of all Borrowings under the Revolving Facility on the dates and at the rate or rates provided for
in the Loan Agreement. Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided
for in the Loan Agreement. All such payments of principal of and interest on any Borrowing shall be made as provided in the Loan Agreement.

All
Borrowings and the Interest Periods and the interest rates from time to time applicable thereto, and all payments of the principal thereof shall be recorded by the Lender in
accordance with its usual practices; provided, that the failure of the Lender to make any such recordation shall not affect the obligations of the Borrower hereunder or under the Loan Agreement.

The
Borrower hereby waives diligence, presentment, demand, protest and, except for notices required to be given pursuant to the Loan Agreement, notice of any kind whatsoever. The
non-exercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

This
Note amends and restates in its entirety and, as so amended and restated, continues the Third Amended and Restated Revolving Credit Facility Note dated November 3, 2000, the
Second Amended and Restated Revolving Credit Facility Note dated July 28, 2000, and the Amended and Restated Revolving Credit Facility Note dated April 28, 1999, each made by the
Borrower to the order of the Lender. This Note is one of the Notes referred to in the Loan Agreement. Capitalized terms used in this Note without definition have the meanings assigned to them in the
Loan Agreement. Reference is made to the Loan Agreement for provisions for the optional prepayment and the repayment hereof and the acceleration of the maturity hereof. This Note is governed by the
laws of the State of Washington.

The
Loan Agreement, among other things, amends and restates in its entirety and, as so amended and restated, continues the Third Amended and Restated Loan Agreement dated as of
November 3, 2000 as modified by a Modification Agreement re Third Amended and Restated Loan Agreement dated as of July 31, 2001 (collectively, the "Prior Loan Agreement"), as well as the
Second Amended and Restated Loan Agreement dated as of July 28, 2000 (the "Second Loan Agreement") and the Amended and Restated Loan Agreement dated as of April 28, 1999, between the
Borrower, the Administrative Agent, WASHINGTON MUTUAL BANK (then doing business as Western Bank) and BANK OF AMERICA, N.A. (formerly known as Bank of America National Trust and Savings Association
doing business as Seafirst) (the "Original Loan Agreement"). The indebtedness of the Borrower evidenced by this Note includes the indebtedness of the Borrower resulting from Borrowings made by the
Lender to the Borrower from time to time pursuant to the Loan Agreement and the

A-1

---

indebtedness of the Borrower resulting from loans previously made by the Lender to the Borrower under the Prior Loan Agreement, the Second Loan Agreement or the Original Loan Agreement.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.

| |  | CUTTER & BUCK INC.
| |  | ------------------
| |  |                   
| |  |                   
| |  | By                
| |  |                   
| |  |                   
| |  |                   

A-2

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EXHIBIT B

BORROWING BASE REPORT

Date
of this report:

CUTTER &
BUCK INC., a Washington corporation ("Borrower") hereby certifies that set forth below is a true and correct calculation of the Borrowing Base under the terms of
the Fourth Amended and Restated Loan Agreement (the "Loan Agreement") dated as of March 31, 2002 by and among Borrower, WASHINGTON MUTUAL BANK, a Washington corporation ("Washington Mutual"),
BANK OF AMERICA, N.A., a national banking association ("BofA"), the several banks and other financial institutions from time to time party thereto (including Washington Mutual and BofA in their
respective capacities as lenders, the "Lenders"), Washington Mutual, as issuer of letters of credit (the "Letter of Credit Issuer") and as issuer of credit cards (the "Credit Card Issuer") and as
administrative agent (the "Administrative Agent") in such capacity, for the Lenders, the Letter of Credit Issuer and the Credit Card Issuer. Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Credit Agreement.

BORROWING
BASE

|A. |  | CALCULATIONS REGARDING NET VALUE OF ELIGIBLE COLLATERAL |  |                      | 
|-- |  | ------------------------------------------------------- |  | -------------------- | 
|   |  | (1)                                                     |  | Eligible Receivables | 
|   |  |                                                         |  | (a)                  | 
|   |  |                                                         |  | (b)                  | 
|   |  |                                                         |  | (c)                  | 
|   |  |                                                         |  | (d)                  | 
|   |  |                                                         |  |                      | 
|   |  | (2)                                                     |  | Inventory            | 
|   |  |                                                         |  | (a)                  | 
|   |  |                                                         |  | (b)                  | 
|   |  |                                                         |  | (c)                  | 
|   |  |                                                         |  | (d)                  | 
|   |  |                                                         |  | (e)                  | 
|   |  |                                                         |  | (f)                  | 
|   |  |                                                         |  | (g)                  | 
|   |  |                                                         |  |                      | 
|   |  | (3)                                                     |  | Gross Borrowing Base | 
|   |  |                                                         |  | (a)                  | 
|   |  |                                                         |  |                      | 

B-1

---

|B. |  | CALCULATIONS REGARDING DEBT   |  |                                                                                                                                                                                         | 
|-- |  | ----------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|   |  | (1)                           |  | Total Advances Outstanding                                                                                                                                                              | 
|   |  | (2)                           |  | Total Stated Amount of Letters of Credit Outstanding and Acceptances Outstanding                                                                                                        | 
|   |  | (3)                           |  | Total amount of Advances, Acceptances and Letters of Credit with respect to which a Borrowing Request has been made but which have not, as of the date hereof, been disbursed or issued | 
|   |  | (4)                           |  | The Credit Card sublimit ($250,000)                                                                                                                                                     | 
|   |  | (5)                           |  | Total Debt (sum of Items B(1), (2), (3) and (4))                                                                                                                                        | 
|   |  |                               |  |                                                                                                                                                                                         | 
|C. |  | BORROWING BASE                |  |                                                                                                                                                                                         | 
|   |  | Item A(3)(a) minus Item B(5)) |  | $                                                                                                                                                                                       | 

Borrower
hereby certifies to the Administrative Agent, the Lenders, the Letter of Credit Issuer and the Credit Card Issuer that (a) all representations and warranties set forth in
Article IV of the Loan Agreement are true and correct as though made on and as of the date hereof unless expressly stated to be made as of an earlier date, (b) Borrower is in full
compliance with all covenants set forth in Articles V and VI of the Loan Agreement, and (c) no Default or Event of Default has occurred and is continuing.

| |  | CUTTER & BUCK INC.
| |  | ------------------
| |  |                   
| |  | By                
| |  |                   
| |  | Its               
| |  |                   

B-2

---

Schedule 1 to Borrowing Base ReportClassics InventorySee attached data

B-3

---

Schedule 2 to Borrowing Base ReportCurrent Season Fashion InventorySee attached data

B-4

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EXHIBIT CNOTICE OF BORROWING

Washington
Mutual Bank, as Administrative Agent
1201 Third Avenue, Suite 1000
Seattle, Washington 98101

|Attention: |  | , 20
|---------- |  | ----

The
undersigned CUTTER & BUCK INC. (the "Borrower") refers to the Fourth Amended and Restated Loan Agreement dated as of March 31, 2002 (the "Loan Agreement")
(capitalized terms used herein and not otherwise defined have the meanings given to them in the Loan Agreement), by and among the Borrower, WASHINGTON MUTUAL BANK, BANK OF AMERICA, N.A., and the
several banks and other financial institutions from time to time parties thereto (including Washington Mutual Bank and Bank of America, N.A. in their respective capacities as lenders, the "Lenders"),
WASHINGTON MUTUAL BANK, as letter of credit issuer and credit card issuer, and WASHINGTON MUTUAL BANK, as administrative agent for the Creditor Parties. The Borrower hereby gives you notice,
irrevocably, pursuant to Section 2.3(a) or (b) of the Loan Agreement, as the case may be, that the undersigned hereby requests an Advance, the issuance of a Letter of Credit, the
issuance of an Acceptance or the issuance of a Credit Card, or the continuation or conversion of an Advance Outstanding under the Loan Agreement, and in that connection sets forth below the
information relating to such Borrowing (the "Proposed Borrowing") or conversion or continuation as required by Section 2.3(a) or (b) of the Loan Agreement, as the case may be:

ADVANCES.    If the Proposed Borrowing consists of an Advance:



LETTER OF CREDIT.    If the Proposed Borrowing consists of the issuance of a Letter of Credit:



ACCEPTANCE.    If the Proposed Borrowing consists of the issuance of an Acceptance:



C-1

---



CONVERSION/CONTINUATION.    If the Borrower elects to continue or convert an Advance:



CERTIFICATIONS.    The undersigned hereby certifies that the following statements are true on the date hereof, and will be true
on the date of the Proposed Borrowing or on the date of the proposed conversion or continuation, as the case may be, before and immediately after giving effect thereto:



| |  | Very truly yours, 
| |  | ------------------
| |  |                   
| |  | CUTTER & BUCK INC.
| |  |                   
| |  | By:               
| |  |                   
| |  |                   
| |  |                   
| |  |                   

C-2

---



EXHIBIT DFORM OF ASSIGNMENT AND ACCEPTANCE

Reference
is made to the Fourth Amended and Restated Loan Agreement dated as of March 31, 2002, which amends and restates in its entirety the Third Amended and Restated Loan
Agreement dated as of November 3, 2000 as modified by a Modification Agreement re Third Amended and Restated Loan Agreement dated as of July 31, 2001, as well as the Second Amended and
Restated Loan Agreement dated as of July 28, 2000 and the Amended and Restated Loan Agreement dated as of April 28, 1999 (as the same may be further amended, supplemented or otherwise
modified from time to time, the "Loan Agreement"), by and among Cutter & Buck Inc. (the "Borrower"), WASHINGTON MUTUAL BANK, BANK OF
AMERICA, N.A., and the several banks and other financial institutions from time to time parties thereto (including Washington Mutual Bank and Bank of America, N.A. in their respective capacities as
lenders, the "Lenders"), WASHINGTON MUTUAL BANK, as letter of credit issuer and credit card issuer, and WASHINGTON MUTUAL BANK, as administrative agent (the "Administrative Agent") in such capacity,
for the Creditor Parties. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

(the
"Assignor") and                        (the "Assignee") agree as follows:



D-1

---



IN
WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers on
Schedule 1 hereto.

D-2

---

SCHEDULE I
TO ASSIGNMENT AND ACCEPTANCE
RELATING TO THE FOURTH AMENDED AND RESTATED LOAN AGREEMENT,
DATED AS OF MARCH 31, 2002
AMONG
CUTTER &BUCK INC.,
THE CREDITOR PARTIES NAMED THEREIN
AND
WASHINGTON MUTUAL BANK,
AS AGENT FOR THE CREDITOR PARTIES
(IN SUCH CAPACITY, THE "ADMINISTRATIVE AGENT")

|                              |  |                           |  |                                   |  
|----------------------------- |  | ------------------------- |  | --------------------------------- | -
|                              | 
|                              |  |                           |  |                                   |  
|Name of Assignor:             |  |                           |  |                                   |  
|Name of Assignee:             |  |                           |  |                                   |  
|Effective Date of Assignment: |  |                           |  |                                   |  
|Credit Facility Assigned      |  | Principal Amount Assigned |  | Commitment Percentage Assigned(1) |  
|                              |  | $                         |  | ..                                | %

|[NAME OF ASSIGNEE] |  | [NAME OF ASSIGNOR]
|------------------ |  | ------------------
|                   |  |                   
|By                 |  |                   
|                   |  |                   
|Name:              |  | Name:             
|Title:             |  | Title:            

---

Schedule I-1

---

|Accepted for Recordation in the Register:       |  | Consented To:(2)  
|----------------------------------------------- |  | ------------------
|                                                |  |                   
|Washington Mutual Bank, as Administrative Agent |  | Cutter & Buck Inc.
|                                                |  |                   
|By                                              |  |                   
|                                                |  |                   
|Name:                                           |  | Name:             
|Title:                                          |  | Title:            
|                                                |  |                   
|                                                |  |                   
|                                                |  |                   
|                                                |  |                   
|                                                |  |                   
|                                                |  |                   

---

Schedule I-2

---



EXHIBIT ECOMMITMENTS

|Lender                 |  | Commitment
|---------------------- |  | ----------
|Washington Mutual Bank |  | $         
|Bank of America, N.A.  |  | $         

E-1

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Exhibit 10.18

FOURTH AMENDED AND RESTATED REVOLVING CREDIT FACILITY NOTE
(Bank of America, N.A.)

Seattle,
Washington
March 31, 2002

For
value received, CUTTER & BUCK INC. (the "Borrower") promises to pay to the order of BANK OF AMERICA, N.A. (the "Lender") the unpaid principal amount of all Borrowings
made by the Lender to the Borrower under the Revolving Facility pursuant to that certain Fourth Amended and Restated Loan Agreement dated as of March 31, 2002 (as the same may be amended and
modified from time to time, the "Loan Agreement") by and among the Borrower, the Lender, the several lenders also party thereto (the "Lenders"), WASHINGTON MUTUAL BANK, as letter of credit issuer and
as credit card issuer, and WASHINGTON MUTUAL BANK, as administrative agent to the foregoing parties (in such capacity, the "Administrative Agent"), on the dates and in the amounts provided in the Loan
Agreement. The Borrower promises to pay interest on the unpaid principal amount of all Borrowings under the Revolving Facility on the dates and at the rate or rates provided for in the Loan Agreement.
Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided for in the Loan
Agreement. All such payments of principal of and interest on any Borrowing shall be made as provided in the Loan Agreement.

All
Borrowings and the Interest Periods and the interest rates from time to time applicable thereto, and all payments of the principal thereof shall be recorded by the Lender in
accordance with its usual practices; provided, that the failure of the Lender to make any such recordation shall not affect the obligations of the Borrower hereunder or under the Loan Agreement.

The
Borrower hereby waives diligence, presentment, demand, protest and, except for notices required to be given pursuant to the Loan Agreement, notice of any kind whatsoever. The
non-exercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

This
Note amends and restates in its entirety and, as so amended and restated, continues the Third Amended and Restated Revolving Credit Facility Note dated November 3, 2000, the
Second Amended and Restated Revolving Credit Facility Note dated July 28, 2000, and the Amended and Restated Revolving Credit Facility Note dated April 28, 1999, made by the Borrower to
the order of the Lender. This Note is one of the Notes referred to in the Loan Agreement. Capitalized terms used in this Note without definition have the meanings assigned to them in the Loan
Agreement. Reference is made to the Loan Agreement for provisions for the optional prepayment and the repayment hereof and the acceleration of the maturity hereof. This Note is governed by the laws of
the State of Washington.

The
Loan Agreement, among other things, amends and restates in its entirety and, as so amended and restated, continues the Third Amended and Restated Loan Agreement dated as of
November 3, 2000 as modified by a Modification Agreement re Third Amended and Restated Loan Agreement dated as of July 31, 2001 (collectively, the "Prior Loan Agreement"), as well as the
Second Amended and Restated Loan Agreement dated as of July 28, 2000 (the "Second Loan Agreement") and the Amended and Restated Loan Agreement dated as of April 28, 1999, between the
Borrower, the Administrative Agent, WASHINGTON MUTUAL BANK (then doing business as Western Bank) and BANK OF AMERICA, N.A. (formerly known as Bank of America National Trust and Savings Association
doing business as Seafirst) (the "Original Loan Agreement"). The indebtedness of the Borrower evidenced by this Note includes the indebtedness of the Borrower resulting from Borrowings made by the
Lender to the Borrower from time to time pursuant to the Loan Agreement and the

1

---

indebtedness of the Borrower resulting from loans previously made by the Lender to the Borrower under the Prior Loan Agreement, the Second Loan Agreement or the Original Loan Agreement.

ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.

| |  | CUTTER & BUCK INC.
| |  | ------------------
| |  |                   
| |  | By                
| |  | Its               

2

---



Exhibit 10.18

FOURTH AMENDED AND RESTATED SECURITY AGREEMENT

This FOURTH AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement") is entered into as of March 31, 2002, by and between CUTTER &
BUCK INC., a Washington corporation ("Grantor"), and WASHINGTON MUTUAL BANK, a Washington corporation ("Washington Mutual"), as administrative agent (in such capacity, the "Administrative
Agent") for the following parties (the "Creditor Parties"): Washington Mutual, BANK OF AMERICA, N.A., a national banking association ("BofA"), and the several banks and other financial institutions
from time to time parties to the Loan Agreement (as defined below) (the "Lenders"); Washington Mutual, as issuer of letters of credit (the "Letter of Credit Issuer") and as issuer of credit cards (the
"Credit Card Issuer"). This Agreement amends and restates in its entirety the Third Amended and Restated Security Agreement dated as of November 3, 2000 (the "Prior Security Agreement"), as
well as the Second Amended and Restated Security Agreement dated as of July 28, 2000 (the "Second Security Agreement") and the Amended and Restated Security Agreement dated as of
April 28, 1999 among Grantor, Washington Mutual (then doing business as Western Bank), BofA (formerly known as Bank of America National Trust and Savings Association doing business as Seafirst
Bank), the Letter of Credit Issuer, the Credit Card Issuer and the Administrative Agent (the "Original Security Agreement").

RECITALS

Concurrently with the execution and delivery of this Agreement, Grantor, the Lenders, the Letter of Credit Issuer, the Credit Card Issuer and the Administrative
Agent are entering into the Fourth Amended and Restated Loan Agreement dated as of March 31, 2002 (the "Loan Agreement"), which amends and restates in its entirety the Third Amended and
Restated Loan Agreement dated as of November 3, 2000 as modified by a Modification Agreement re Third Amended and Restated Loan Agreement dated as of July 31, 2001 (collectively, the
"Prior Loan Agreement"), as well as the Second Amended and Restated Loan Agreement dated as of July 28, 2000 (the "Second Loan Agreement") and the Amended and Restated Loan Agreement dated as
of April 28, 1999 among the Grantor, Washington Mutual (then doing business as Western Bank), BofA (formerly known as Bank of America National Trust and Savings Association doing business as
Seafirst Bank), the Letter of Credit Issuer,
the Credit Card Issuer and the Administrative Agent (the "Original Loan Agreement"). The Original Loan Agreement was secured by the Original Security Agreement.

It
is a condition precedent to the execution and delivery of the Loan Agreement that the Prior Security Agreement, the Second Security Agreement and the Original Security Agreement be
amended and restated as provided in this Agreement.

Accordingly,
Grantor and the Administrative Agent, acting on behalf of the Lenders, the Letter of Credit Issuer and the Credit Card Issuer (in such capacity, the "Secured Party"), hereby
agree as follows:

AGREEMENT

1.Definitions.As used in this Agreement:



1

---



Capitalized
terms used in this Agreement and not otherwise defined have the meanings given to them in the Loan Agreement.

2.Security for Obligations.As collateral security for the prompt and unconditional payment and performance of
the Obligations, Grantor hereby grants to the Secured Party a security interest in all of Grantor's right, title and interest in and to the Collateral.

3.Representations and Warranties.Grantor represents and warrants to the Secured Party as follows:



2

---



4.Grantor's Covenants.



3

---



4

---



5

---



5.Expenditures by the Secured Party.If not discharged or paid when due, the Secured Party may (but shall not
be obligated to) discharge or pay any amounts required to be discharged or paid by Grantor under this Agreement, including without limitation all taxes, liens, security interests, encumbrances, and
other claims, at any time levied or placed on the Collateral. The Secured Party also may (but shall not be obligated to) pay all costs for insuring, maintaining and preserving the Collateral. All such
expenditures incurred or paid by the Secured Party for such purposes will then bear interest at the Floating Rate
from the date incurred or paid by the Secured Party to the date of repayment by Grantor. All such expenses shall become a part of the Obligations and, at the Secured Party's option, will (a) be
payable on demand, (b) be added to the balance of either of the Notes and be apportioned among and be payable with any installment payments to become due during either (i) the term of
any applicable insurance policy or (ii) the remaining term of the Notes, or (c) be treated as a balloon payment which will be due and payable at the maturity of such Note or Notes. This
Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which the Secured Party may be entitled.

6.Rights and Remedies of the Secured Party.If an Event of Default occurs under this Agreement, at any time
thereafter, the Secured Party shall have, subject to the provisions of Section 8, all the rights of a secured party under the Washington Uniform Commercial Code. In addition and without
limitation, but subject to the provisions of Section 8, the Secured Party may exercise any one or more of the following rights and remedies:



6

---



7.Grantor's Right to Possession and to Collect Accounts.Until an Event of Default has occurred and except as
otherwise provided below with respect to accounts, Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not
inconsistent with this Agreement or the other Loan Documents, provided that Grantor's right to
possession and beneficial use shall not apply to any Collateral where possession of the Collateral by the Secured Party is required by law to perfect the Secured Party's security interest in such
Collateral. Until an Event of Default has occurred and until otherwise notified by the Secured Party, Grantor may collect any of the Collateral consisting of accounts. At any time while an Event of
Default exists, subject to the provisions of Section 8, the Secured Party may exercise its rights to collect the accounts

7

---

and to notify account debtors to make payments directly to the Secured Party for application to the Obligations. If the Secured Party at any time has possession of any Collateral, whether before or
after an Event of Default, the Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if the Secured Party takes such action for that purpose
as Grantor shall request or as the Secured Party, in the Secured Party's sole discretion, shall deem appropriate under the circumstances, but failure to honor any request by Grantor shall not of
itself be deemed to be a failure to exercise reasonable care. The Secured Party shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to
protect, preserve or maintain any security interest given to secure the Obligations.

8.Cumulative Remedies.All of the Secured Party's rights and remedies, whether evidenced by this Agreement or
the other Loan Documents or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by the Secured Party to pursue any remedy shall not exclude pursuit of
any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect the Secured
Party's right to declare a default and to exercise its remedies.

9.Retention.Under no circumstances shall the Secured Party be deemed to have elected to retain possession of
all or any part of the Collateral in satisfaction of the Obligations unless the Secured Party has given Grantor written notice of a proposal to do so pursuant to Revised Code of Washington
62A.9-505(2), regardless of the length of time the Collateral remains in the Secured Party's possession after an Event of Default. Under no circumstances shall the Secured Party have any
liability as a result of a decline in the market value of the Collateral while the Secured Party holds it.

10.Revival of Security Interest.To the extent Grantor makes a payment to the Secured Party or the Secured
Party receives any payment of proceeds of Collateral, which is later invalidated, declared to be a fraudulent transfer or preference, set aside or required to be repaid under any bankruptcy law, other
law or equitable principle, the Secured Party's interest in the Collateral shall be revived and continue as if the payment or proceeds had never been received by the Secured Party.

11.Miscellaneous.



8

---



9

---



IN
WITNESS WHEREOF the parties have duly executed and delivered this Agreement as of the date first written above.

|GRANTOR:           |  | CUTTER & BUCK INC.                                                            
|------------------ |  | ------------------------------------------------------------------------------
|                   |  |                                                                               
|                   |  |                                                                               
|                   |  | By:                                                                           
|                   |  |                                                                               
|                   |  | Its:                                                                          
|                   |  |                                                                               
|                   |  |                                                                               
|                   |  |                                                                               
|THE SECURED PARTY: |  | WASHINGTON MUTUAL BANK, as agent for itself and others named in this Agreement
|                   |  |                                                                               
|                   |  |                                                                               
|                   |  | By:                                                                           
|                   |  |                                                                               
|                   |  | Its:                                                                          
|                   |  |                                                                               

10

---



Exhibit 10.18

FOURTH AMENDED AND RESTATED REVOLVING CREDIT FACILITY NOTE  (Washington Mutual Bank)

Seattle, Washington
March 31, 2002

For value received, CUTTER & BUCK INC. (the "Borrower") promises to pay to the order of WASHINGTON MUTUAL BANK (the "Lender") the unpaid principal
amount of all Borrowings made by the Lender to the Borrower under the Revolving Facility pursuant to that certain Fourth Amended and Restated Loan Agreement dated as of March 31, 2002 (as the
same may be amended and modified from time to time, the "Loan Agreement") by and among the Borrower, the Lender, the several lenders also party thereto (the "Lenders"), WASHINGTON MUTUAL BANK, as
letter of credit issuer and as credit card issuer, and WASHINGTON MUTUAL BANK, as administrative agent to the foregoing parties (in such capacity, the "Administrative Agent"), on the dates and in the
amounts provided in the Loan Agreement. The Borrower promises to pay interest on the unpaid principal amount of all Borrowings under the Revolving Facility on the dates and at the rate or rates
provided for in the Loan Agreement. Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate,
as provided for in the Loan Agreement. All such payments of principal of and interest on any Borrowing shall be made as provided in the Loan Agreement.

All
Borrowings and the Interest Periods and the interest rates from time to time applicable thereto, and all payments of the principal thereof shall be recorded by the Lender in
accordance with its usual practices; provided, that the failure of the Lender to make any such recordation shall not affect the obligations of the Borrower hereunder or under the Loan Agreement.

The
Borrower hereby waives diligence, presentment, demand, protest and, except for notices required to be given pursuant to the Loan Agreement, notice of any kind whatsoever. The
non-exercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

This
Note amends and restates in its entirety and, as so amended and restated, continues the Third Amended and Restated Revolving Credit Facility Note dated November 3, 2000, the
Second Amended and Restated Revolving Credit Facility Note dated July 28, 2000, and the Amended and Restated Revolving Credit Facility Note dated April 28, 1999, made by the Borrower to
the order of the Lender. This Note is one of the Notes referred to in the Loan Agreement. Capitalized terms used in this Note without definition have the meanings assigned to them in the Loan
Agreement. Reference is made to the Loan Agreement for provisions for the optional prepayment and the repayment hereof and the acceleration of the maturity hereof. This Note is governed by the laws of
the State of Washington.

The
Loan Agreement, among other things, amends and restates in its entirety and, as so amended and restated, continues the Third Amended and Restated Loan Agreement dated as of
November 3, 2000 as modified by a Modification Agreement re Third Amended and Restated Loan Agreement dated as of July 31, 2001 (collectively, the "Prior Loan Agreement"), as well as the
Second Amended and Restated Loan Agreement dated as of July 28, 2000 (the "Second Loan Agreement") and the Amended and Restated Loan Agreement dated as of April 28, 1999, between the
Borrower, the Administrative Agent, WASHINGTON MUTUAL BANK (then doing business as Western Bank) and BANK OF AMERICA, N.A. (formerly known as Bank of America National Trust and Savings Association
doing business as Seafirst) (the "Original Loan Agreement"). The indebtedness of the Borrower evidenced by this Note includes the indebtedness of the Borrower resulting from Borrowings made by the
Lender to the Borrower from time to time pursuant to the Loan Agreement and the

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indebtedness of the Borrower resulting from loans previously made by the Lender to the Borrower under the Prior Loan Agreement, the Second Loan Agreement or the Original Loan Agreement.



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