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                                                                   EXHIBIT 10.56


                        TENTH AMENDMENT TO SECOND AMENDED
                          AND RESTATED CREDIT AGREEMENT
                           (RECEIVABLES AND INVENTORY)


         This Tenth Amendment to Second Amended and Restated Credit Agreement
(Receivables and Inventory) (this "Amendment") is entered into as of February 4,
1998, among Bank of America National Trust and Savings Association ("Bank") and
GT Bicycles California, Inc. ("GTBC"), Riteway Products East, Inc. ("East"),
Riteway Products North Central, Inc. ("North Central"), Rite-Way Distributors
Central, Inc. ("Central"), Rite-Way Distributors, Inc. ("Distributors"), GT and
Bicycles, Inc. ("GT"). GTBC, East, North Central, Central, and Distributors are
sometimes hereinafter referred to collectively as "Borrowers" and individually
as a "Borrower."

                                    RECITALS

        A. Bank, Borrowers, and GT are parties to that certain Second Amended
and Restated Credit Agreement (Receivables and Inventory) dated as of August 12,
1996, as modified by amendments dated September 15, 1996, October 15, 1996,
October 31, 1996, February 13, 1997, March 14, 1997, August 15, 1997, September
11, 1997, October 23, 1997, and November 18, 1997 (as amended, the "Credit
Agreement").

        B. The parties hereto now desire to amend the Credit Agreement on the
terms and conditions set forth below.

                                    AGREEMENT

        NOW, THEREFORE, the parties hereto agree as follows:

        1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meanings ascribed to them in the Credit Agreement.

        2. Amendments. The Credit Agreement shall be amended as follows:

             (a) Subparagraphs (iii) and (iv) of the definition of "Borrowing
Base" in Paragraph 1.1 are amended in full to read as follows:

                 "(iii) During the period from and including the date hereof to
        and including February 27, 1998 only, $11,000,000;

                 (iv) During the period from and including February 28, 1998 to
        and including April 30, 1998 only, $5,000,000;"

             (b) A new Subparagraph (v) is added to the definition of "Borrowing
Base" in Paragraph 1.1 as follows:

                 "(v) During the period from and including the date hereof to
        and including February 28, 1998 only, $4,000,000;


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             (c) The definition of "Supplemental Overadvance Portion" is added
to Paragraph 1.1 in alphabetical order as follows:

                 "`Supplemental Overadvance Portion' means all or such part of
             the outstanding principal balance of credit provided under the
             Revolving Facility which at any time exceeds the sum of
             subparagraphs (a)(i) through (a)(iv), inclusive, of the Borrowing
             base."

             (d) Paragraph 2.2(c) is amended in full to read as follows:

                 "(c) Excluding advances comprising the Supplemental Overadvance
             Portion, advances under the Revolving Facility shall bear interest
             at a rate per annum equal to the Reference Rate plus the Applicable
             Margin or, subject to the requirements set forth in Section 2.6,
             the Offshore Rate plus the Applicable Margin, the LIBOR Rate plus
             the Applicable Margin, or, until March 31, 1997 only, the CD Rate
             plus the Applicable Margin, or a combination thereof; provided,
             however, that no more than seven designations of optional interest
             rates under the Revolving Facility and Term Loan may be in effect
             at any one time. No CD Rate Portion may be outstanding after March
             31, 1997. Advances under the Supplemental Overadvance Portion shall
             bear interest at a rate per annum equal to the Reference Rate plus
             three and one-half (3.5) percentage points."

             (e) New Paragraphs 8.6(l) and 8.6(m) are added as follows:

                 "(l) indebtedness owing by Riteway Products Canada Ltd. to
             Deutsche Financial Services, a division of Deutsche Bank Canada,
             under a line of credit not to exceed at any one time CD$9,000,000
             (the "Deutsche Financing"); and

                 (m) obligations owing by GT to Deutsche Financial Services, a
             division of Deutsche Bank Canada, under a guaranty supporting the
             Deutsche Financing."

             (f) A new Paragraph 8.7(o) is added as follows:

                 "(o) liens on certain personal property owned by Riteway
             Products Canada Ltd. securing the Deutsche Financing."

             (g) Except as hereby amended, all of the terms and conditions of
the Credit Agreement shall remain in full force and effect.

        3. Fee. Concurrently with the execution of this Amendment, Borrowers
will pay to Bank a fee of $10,000.

        4. Representations and Warranties. Borrowers and GT represent and
warrant to Bank that: (i) no Event of Default under Credit Agreement and no
event which, with notice or lapse of time or both, would become an Event of
Default has occurred and is continuing; (ii) Borrowers' and GT's representations
and warranties made under the Credit Agreement are true as of the date hereof;
(iii) the making and performance by Borrowers and GT of this Amendment have been
duly authorized by all necessary corporate action; (iv) no consent, approval,
authorization, permit, or license is required in connection with the making or
performance of this Amendment.


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        5. Conditions. This Amendment will not become effective until Bank has
received the following:

             (a) An original of this Amendment, executed by Borrowers, GT, and
Bank; and

             (b) The fee provided in Paragraph 3 above.


        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.

BANK OF AMERICA NATIONAL                           GT BICYCLES CALIFORNIA, INC.
TRUST AND SAVINGS ASSOCIATION                      RITEWAY PRODUCTS EAST, INC.
                                                   RITEWAY PRODUCTS NORTH
                                                     CENTRAL, INC.
By: /s/ E. M. AMENDT                               RITE-WAY DISTRIBUTORS
    -----------------------------                    CENTRAL, INC.
        E.M. Amendt                                RITE-WAY DISTRIBUTORS, INC.
        Vice President                              GT BICYCLES, INC.


                                                   By: /s/ MICHAEL HAYNES
                                                       -------------------------
                                                        Michael Haynes
                                                        President



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