LIMITED WAIVER AND AMENDMENT NO. 2
                                       TO
                                CREDIT AGREEMENT


         This LIMITED WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT (this
"Amendment") is entered into as of this 28th day of February, 2002, by and among
LACROSSE FOOTWEAR, INC., a Wisconsin corporation ("Lacrosse"), DANNER SHOE
MANUFACTURING CO., a Wisconsin corporation ("Danner" together with Lacrosse,
collectively the "Borrowers" and individually, a Borrower), GENERAL ELECTRIC
CAPITAL CORPORATION, a New York corporation ("Agent"), for itself as a Lender
and as Agent for Lenders, and the other Lenders signatory hereto. Unless
otherwise specified herein, capitalized terms used in this Amendment shall have
the meanings ascribed to them in Schedule A to the Credit Agreement (as
hereinafter defined).

                                    RECITALS

         WHEREAS, the Borrowers, Agent and Lenders have entered into that
certain Credit Agreement, dated as of June 15, 2001, as amended by that certain
Amendment dated as of December 31, 2001 (as amended, the "Credit Agreement") and

         WHEREAS, the Borrowers, Agent and Lenders desire to waive certain
provisions of the Credit Agreement and otherwise amend the Credit Agreement as
herein set forth.

         NOW THEREFORE, in consideration of the foregoing recitals, mutual
agreements contained herein and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Agent, Lenders and the
Borrowers agree as follows:

         Section 1. Amendments.

         (a) the second paragraph of Section 1.5(a) of the Credit Agreement is
hereby amended in its entirety to read as follows:

         As of February 28, 2002, The Applicable Margins are as follows:

          Applicable Revolver Index Margin.                     .75%

          Applicable Revolver LIBOR Margin                     3.00%


         Section 2. Limited Waiver. The Agent and the Lenders hereby waive any
breach or violation of the Credit Agreement (and any resulting Event of Default)
which has occurred solely as a result of the failure of the Borrowers to comply
with the Minimum Tangible Net Worth covenant set forth in Annex G to the Credit
Agreement as of the end of the Fiscal Quarter which ended on or about December
31, 2001. This limited waiver shall be limited precisely as written and shall
not be deemed or otherwise construed to constitute a waiver of any Default or
Event of Default arising out of any other failure of the Borrowers to comply
with the terms of the Credit Agreement.

<PAGE>

         Section 3. Conditions to Effectiveness. This Amendment shall be
effective upon satisfaction of the following conditions precedent:

         (a) This Amendment shall have been executed and delivered by Lenders
and the Borrowers.

         (b) The representations and warranties contained herein shall be true
and correct in all respects.

         Section 4. Representations And Warranties Of Credit Parties.

         (a) The execution, delivery and performance by each Borrower of this
Amendment has been duly authorized by all necessary corporate action and this
Amendment is a legal, valid and binding obligation of such Borrower enforceable
against such Borrower in accordance with its terms, except as the enforcement
thereof may be subject to (i) the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors'
rights generally and (ii) general principles of equity (regardless of whether
such enforcement is sought in a proceeding in equity or at law);

         (b) Each of the representations and warranties contained in the Credit
Agreement is true and correct in all material respects on and as of the date
hereof as if made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date; and

         (c) Neither the execution, delivery and performance of this Amendment
by each Borrower nor the consummation of the transactions contemplated hereby
does or shall contravene, result in a breach of, or violate (i) any provision of
such Borrower's certificate or articles of incorporation or bylaws, (ii) any law
or regulation, or any order or decree of any court or government
instrumentality, or (iii) any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which such Borrower or any of its Subsidiaries
is a party or by which such Borrower or any of its Subsidiaries or any of their
property is bound, except in any such case to the extent such conflict or breach
has been waived by a written waiver document, a copy of which has been delivered
to Agent on or before the date hereof.

         Section 5. Reference To And Effect Upon The Credit Agreement.

         (a) Except as specifically set forth above, the Credit Agreement and
the other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.

         (b) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of Agent or any Lender
under the Credit Agreement or any Loan Document, nor constitute amendment of any
provision of the Credit Agreement or any Loan Document, except as specifically
set forth herein. Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
worth of similar import shall mean and be a reference to the Credit Agreement as
amended hereby.

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<PAGE>

         Section 6. Costs And Expenses. As provided in Section 11.3 of the
Credit Agreement, Borrowers agree to reimburse Agent for all fees, costs and
expenses, including the fees, costs and expenses of counsel or other advisors
for advice, assistance, or other representation in connection with this
Amendment.

         Section 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE MATERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS.

         Section 8. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.

         Section 9. Counterparts. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.

                            (signature page follows)




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<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 1 as of the date first written above.

                                           LACROSSE FOOTWEAR, INC.


                                           By:  /s/
                                               ---------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------


                                           DANNER SHOE MANUFACTURING CO.


                                           By:  /s/
                                               ---------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------


                                           GENERAL ELECTRIC CAPITAL CORPORATION,
                                           as Agent and Lender


                                           By:  /s/
                                               ---------------------------------
                                               Duly Authorized Signatory


                                           THE CIT GROUP/COMMERCIAL SERVICES,
                                           INC. as Lender


                                           By:  /s/
                                               ---------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------



   [Signature Page to Limited Waiver and Amendment No. 2 to Credit Agreement]

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