EXHIBIT 10.1
                        FIRST AMENDMENT TO LOAN AGREEMENT



      This First  Amendment to Loan  Agreement (the  "Amendment")  is made as of
June 27, 1997 by and among Phoenix Gold  International,  Inc.  ("Borrower")  and
United States National Bank of Oregon ("Bank").

      Borrower  and Bank are parties to an  agreement  entitled  Loan  Agreement
dated as of February 4, 1997 ("the Loan Agreement").  Borrower and Bank now wish
to modify certain terms and provisions of the Loan Agreement.

      For valuable consideration, Borrower and Bank agree as follows:

     1. DEFINITIONS. Except as otherwise provided in this Amendment, terms which
are  capitalized in this Amendment and defined in the Loan Agreement  shall have
the meaning provided in Loan Agreement.

     2. ELIGIBLE  ACCOUNTS  ADVANCE RATE.  Section 2.3 of the Loan  Agreement is
amended by replacing "80 percent" with "75 percent".

     3. INTEREST RATE. The chart at the end section 2.4 of the Loan Agreement is
replaced in its entirety with the following:

    "Tangible Net Worth                                    Interest Rate
    -------------------                                    -------------

Greater than or equal to  $11,400,000                       Prime Rate

Greater than or equal to $11,100,000 but
 less than $11,400,000                               Prime Rate plus .75 percent

Greater than or equal to $10,700,000 but
 less than $11,100,000                              Prime Rate plus 1.50 percent

Greater than or equal to  $10,400,000 but
 less than $10,700,000                               Prime Rate plus 2.0 percent

Less than $10,400,000                                      Default Rate"

     4. FINANCIAL COVENANTS.  Section 8 of the Loan Agreement is replaced in its
entirety with the following:

           "(a) CURRENT RATIO.  Borrower shall maintain as of each month-end set
forth below, a Current Ratio of at least the following:

          Month End                            Current Ratio
          ---------                            -------------

          June 1997                               1.95:1
          July 1997                               2.00:1
         August 1997                              2.05:1
        September 1997                            2.10:1
         October 1997                             2.10:1
        November 1997                             2.10:1
        December 1997                             2.10:1

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           (b)  Minimum Tangible Net Worth.  Borrower shall maintain as of each
month-end set forth below Tangible Net Worth of at least the following:

         Month End                         Tangible Net Worth
         ---------                         ------------------

         June 1997                           $10,575,000
         July 1997                           $10,700,000
        August 1997                          $10,825,000
       September 1997                        $10,950,000
        October 1997                         $10,950,000
       November 1997                         $10,950,000
       December 1997                         $10,950,000

           (c)  Maximum Inventory.   Borrower shall maintain inventory, valued
at the lower of cost or market, not to exceed the following amounts during the
following time periods:

        Month-End                          Maximum Inventory
        ---------                          -----------------

        July 1997                            $8,100,000
       August 1997                           $8,000,000
      September 1997                         $8,000,000
       October 1997                          $8,000,000
      November 1997                          $8,000,000
      December 1997                          $8,000,000

           (d) Debt Service  Coverage Ratio.  Borrower shall maintain as of each
fiscal  quarter  year-end set forth below a minimum Debt Service  Coverage Ratio
commencing October 1, 1996, measured quarterly on a cumulative basis through the
fiscal  quarter ending  September 1997 and thereafter on a rolling  four-quarter
basis, of at least the ratios set forth below:


     Quarter-Ending                      Debt Service Coverage Ratio
     --------------                      ---------------------------

       June 1997                                   1.10:1
     September 1997                                1.25:1
      December 1997                                1.25:1


     5.  BORROWER'S  CERTIFICATE.  Subsection  9(e)  of the  Loan  Agreement  is
replaced  in its  entirety  with the  following:  "By 4:00  p.m.  each  Monday a
borrower's  certificate in form sufficient to allow Bank to determine the amount
of credit  available under the Revolving Loan as of the last business day of the
preceding week."

     6. CASH FLOW PROJECTION. Subsection 9(f) of the Loan Agreement is deleted.

     7. WHOLE AGREEMENT. This Amendment and the other Loan Documents (each as it
may have  been or is  amended  in  writing)  represent  the  complete  and final
understanding  of the parties  with  respect to the matters  addressed  in those
documents.

      8. WAIVER.  Borrower  waives and discharges any and all defenses,  claims,
counterclaims  and offsets  which  Borrower may have against Bank and which have
arisen or accrued through the date of this Amendment. Borrower acknowledges that
Bank and Bank's employees,  agents and attorneys have made no representations or
promises to Borrower except as  specifically  reflected in this Amendment and in
the written agreements which have been previously executed.
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     9. GENERAL  PROVISIONS.  To induce Bank to accept this Amendment,  Borrower
makes the following representations, warranties and covenants:

           (a) Each and every recital,  representation and warranty contained in
this Amendment, the Loan Agreement and the other Loan Documents is correct as of
the date of this Amendment.

           (b) No Event of Default  or event  which with the giving of notice of
the passage of time (or both) would  constitute an Event of Default has occurred
under the Loan Agreement or the other Loan Documents.

           (c) To induce Bank to enter into this  Amendment,  Borrower  will pay
all expenses, including reasonable attorney fees, that Bank incurs in connection
with the preparation of this Amendment and any related documents.

     10.  EFFECT  OF  AMENDMENT.  Except as  specifically  provided  above,  the
Agreement  and the  other  Loan  Documents  remain  fully  valid,  binding,  and
enforceable according to their terms.

     11. DISCLOSURE. BY OREGON STATUTE (ORS 41.580), THE FOLLOWING DISCLOSURE IS
REQUIRED:

      UNDER  OREGON LAW,  MOST  AGREEMENTS,  PROMISES  AND  COMMITMENTS  MADE BY
LENDERS AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH
ARE NOT FOR  PERSONAL,  FAMILY OR  HOUSEHOLD  PURPOSES OR SECURED  SOLELY BY THE
BORROWER'S RESIDENCE,  MUST BE IN WRITING, EXPRESS CONSIDERATION,  AND BE SIGNED
BY THE LENDER TO BE ENFORCEABLE.



UNITED STATES NATIONAL BANK OF OREGON          PHOENIX GOLD INTERNATIONAL, INC.

BY:   /s/ Daniel A. Rice                       BY:   /s/ Joseph K. O'Brien
------------------------                       ---------------------------

TITLE:  Vice President                         TITLE:  Chief Financial Officer