EXHIBIT 10.15



January 29, 2001



Joseph K. O'Brien
Chief Financial Officer
9300 North Decatur
Portland, OR, 97203

Dear Joe:

I am pleased to advise you that U.S.  Bank  National  Association  ("Bank")  has
renewed  your  revolving  line of  credit  subject  to the  following  terms and
conditions:

      BORROWER:               PHOENIX GOLD INTERNATIONAL, INC.

      GUARANTOR(S):           None

      AMOUNT:                 $5,000,000.00

      PURPOSE:                General corporate purposes.

      REPAYMENT TERMS:        Interest  payable  monthly,   principal  due  upon
                              demand; or, if no demand, on January 31, 2002

      INTEREST RATE:          Borrower will have the option of:

                              1.  Fully floating variable interest rate equal to
                                  U.S. Bank's prime rate.
                              2.  LIBOR Rate plus 1.75%

                              All  interest  shall be computed on the basis of a
                              360-day  year  and  the  actual   number  of  days
                              elapsed.

                              "LIBOR  Rate" means a rate of  interest  per annum
                              (computed  on the  basis of the  actual  number of
                              days elapsed  over a year of 360 days)  determined
                              by Bank as the  average  rate  offered to Bank for
                              U.S.  dollar  deposits  in the  Eurodollar  market
                              selected by Bank  (adjusted for required  reserves
                              if  any).   Minimum   advance  of   $500,000   and
                              increments of $100,000 thereafter, for a period of
                              one,  two or three months as selected by Borrower,
                              subject to Bank's availability of funds.



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Phoenix Gold International, Inc.                                       Page 2
January 29, 2001


                              Bank's   LIBOR   rate    is   established   as  of
                              approximately   8:00  a.m.  and  10:00  a.m.  each
                              business  day,  and interest  rate quotes  may  be
                              obtained from Bank  between 8:00  a.m.  and  12:00
                              noon.  Quotes  based on rates  set as of 8:00 a.m.
                              must be accepted before 10:00 a.m.;  quotes  based
                              on rates set as of 10:00 a.m. must  be accepted by
                              12:00  noon.  LIBOR indexed  rate  quotes  are for
                              rates which are to become effective  two  business
                              days later.

      EXPIRY DATE:            January 31, 2002

      COMMITMENT FEE:         Non-refundable  upfront   annual   fee  of  $6,250
                              due  upon acceptance of this commitment.

      COLLATERAL:             Perfected first priority security interest in  all
                              of Borrower's  now  owned  and hereafter  acquired
                              accounts receivable and inventory.


                             OPERATING REQUIREMENTS
                             ----------------------


1.    Advances  are limited to the lesser of the  maximum  loan amount or 75% of
      eligible  accounts  receivable plus 50% of raw material and finished goods
      inventories (work-in-progress excluded), as defined by the loan documents.
      (Ineligible A/R are specifically described below.)

2.    Definition  of  Ineligible  A/R  includes  (but  is  not  limited  to) the
      following:

      o   All invoices aged beyond 90 days ADI.

      o   Cash or "COD" sales beyond cap of $150,000.

      o   Progress billings.

      o   Pre-billings.

      o   Foreign accounts.

      o   Retainages or holdbacks.

      o   Inter or related company sales.

      o   Sales to U.S. Federal Government Agencies.

      o   Datings.

      o   Employee sales.

      o   Sales  exceeding debtor credit limits  established by Bank at its sole
          discretion on  concentration accounts which equal or exceed 15% of the
          age list total or $450,000.



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Phoenix Gold International, Inc.                                       Page 3
January 29, 2001


      o   Account debtor aging (calculated  monthly). If 25% or more of a debtor
          balance is beyond the defined eligibility period, that debtor's entire
          balance is deemed  ineligible unless backed by  acceptable  letters of
          credit.

3.    Definition of  Ineligible Inventory  includes (but  is not limited to) the
      following:

      o   Work in progress

      o   Inventory in transit

      Raw  materials,   packaging,   and  finished  goods  inventory  considered
      eligible.  Eligible inventory will be reduced by  inventory-related  trade
      payables.

4.    Collateral exams may be performed by U.S. Bank on an annual basis.


                               FINANCIAL REPORTING
                               -------------------


1.    Annual CPA audited financial  statement within 90 days  of the end of each
      fiscal year.

2.    Monthly  company prepared financial statements, within 30 days  of the end
      of each calendar month.

3.    Borrower's certificates on to be provided to U.S. Bank on a monthly basis.

4.    Summary  account  receivable  agings and  accounts  payable  listing,  and
      inventory  certifications  to be provided to U.S. Bank on a monthly basis,
      within 30 days of the end of each month.  If usage is less than $2,000,000
      then this information to be provided at calendar quarter-end.


                               FINANCIAL COVENANTS
                               -------------------


As long as indebted to Bank,  Borrower is to be in compliance with the following
financial benchmarks, as described below:


      CURRENT RATIO:          Maintain  a  ratio of  Current  Assets  to Current
                              Liabilities in excess of 2.00:1.  Current Ratio is
                              defined  as  Current  Assets  divided  by  Current
                              Liabilities

      TANGIBLE NET WORTH:     Maintain  a  Tangible  Net  Worth   in  excess  of
                              $9,500,000.  Tangible  Net Worth is defined as Net
                              Worth  minus  any intangible assets.



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Phoenix Gold International, Inc.                                       Page 4
January 29, 2001


DEBT-TO-WORTH RATIO:          Debt-to-Worth Ratio not to exceed 0.25:1.  Debt-to
                              -Worth Ratio  is  defined   as  total  liabilities
                              divided by net worth minus  any intangible assets.


All  computations  made to determine  compliance with the covenant  requirements
shall  be made in  accordance  with  generally  accepted  accounting  principals
applied on a consistent basis.


                          GENERAL TERMS AND CONDITIONS
                          ----------------------------

1. PRIME RATE:  U.S.  Bank's prime rate is the rate of interest  which U.S. Bank
   from time to time  establishes  as its prime  rate and is not,  for  example,
   the  lowest  rate of interest  which U.S. Bank  collects from any borrower or
   class of borrowers.

2. LOAN  ADVANCES:  Advances may be requested by  Borrower  from time to time in
   accordance with the terms of the promissory  note. All advances shall be made
   at the sole option of U.S. Bank.  U.S. Bank may  decline  to make any advance
   and may terminate the  availability of advances at any time.

3. INSURANCE:  Borrower  shall  maintain  insurance in such amounts and covering
   such risks as U.S. Bank shall require.

4. FINANCIAL  REPORTING:  At any time  requested by U.S.  Bank,  Borrower  shall
   furnish any additional  information  regarding Borrower's financial condition
   and  business  operations  that U.S.  Bank  requests.  This  information  may
   include, but is not limited to, financial statements,  tax returns,  lists of
   assets  and  liabilities,  agings  of  receivables  and  payables,  inventory
   schedules, budgets and forecasts.

5. LOAN  DOCUMENTATION:  Borrower  shall  deliver  to U.S.  Bank  duly  executed
   promissory notes, deeds of trust, mortgages,  security agreements,  financing
   statements, loan agreements,  guaranties,  borrower authorizations,  attorney
   opinion  letters and other documents  ("Loan  Documents") as required by U.S.
   Bank in form and substance satisfactory to U.S. Bank and its counsel.

6. NON-ASSIGNABLE:  This credit accommodation may not be  assigned by  Borrower.
   No guarantor or any third party is intended as a third-party  beneficiary  or
   has any right to rely hereon.

7. ARBITRATION:  Borrower and U.S. Bank hereby agree to be bound by the terms of
   the Arbitration clause attached hereto as Exhibit A.

8. EXPENSES:  Borrower shall reimburse U.S. Bank for all out-of-pocket  expenses
   incurred in connection with this credit accommodation upon demand, whether or
   not this  transaction  closes or is  funded.  Such  expenses  shall  include,
   without  limitation,  attorney  fees,  title  insurance  fees,  travel costs,
   examination expenses, and filing fees.



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Phoenix Gold International, Inc.                                       Page 5
January 29, 2001


9. ACCESS  LAWS:  Without  limiting  the  generality  of any  provision  of this
   agreement  requiring  Borrower to comply with  applicable  laws,  rules,  and
   regulations, Borrower agrees that it will at all times comply with applicable
   laws  relating  to  disabled  access  including,  but  not  limited  to,  all
   applicable titles of the Americans with Disabilities Act of 1990.

This letter summarizes  certain  principal terms and conditions  relating to the
loan and  supersedes  all prior  oral or written  negotiations,  understandings,
representations  and  agreements  with  respect to the loan.  However,  the Loan
Documents will include additional terms, conditions, covenants, representations,
warranties and other provisions which U.S. Bank customarily  includes in similar
transactions   or  which  U.S.  Bank   determines  to  be  appropriate  to  this
transaction.  Except to the extent modified by any other  agreement,  all terms,
condition,  covenants and other provisions of this letter shall remain in effect
until the  revolving  line of credit  (including  any  renewals,  extensions  or
modifications)  is  terminated  and the loan  balance  is paid in  full,  and by
signing below, Borrower agrees to comply with all such provisions.

In addition to the events of default in any Loan Document, any failure to comply
with any term,  condition or obligation in this letter shall constitute an event
of default under each of the Loan Documents. The provisions of this letter shall
survive  the  closing of the loan and the  execution  and  delivery  of the Loan
Documents.  In the  event  of a  conflict  between  this  letter  and  the  Loan
Documents, the terms of the Loan Documents shall control.

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.
------------------

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


If the above terms and conditions are acceptable to you,  please sign,  date and
return the acknowledgment copy of this letter on or before the Expiration Date.

Sincerely,

/s/ David Wynde

David Wynde
Vice President
(503) 275-3780








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Phoenix Gold International, Inc.                                       Page 6
January 29, 2001


Borrower  hereby  accepts  U.S.  Bank's  offer to  extend  credit  on terms  and
conditions  stated above.  Borrower hereby agrees to the Arbitration  clause set
forth in Exhibit A attached hereto.

Phoenix Gold International, Inc.



By:     /s/ Joseph K. O'Brien

Title:  Chief Financial Officer & Secretary

Date:   1/30/01

























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Phoenix Gold International, Inc.                                       Page 7
January 29, 2001



                                    EXHIBIT A




ARBITRATION.  U.S.  Bank and  Borrower  agree  that  all  disputes,  claims  and
controversies  between  them,  whether  individual,  joint,  or class in nature,
arising from this letter or the revolving line of credit or otherwise, including
without limitation  contract and tort disputes,  shall be arbitrated pursuant to
the Rules of the American Arbitration Association, upon request of either party.
No act to take or dispose of any collateral securing any loan shall constitute a
waiver  of this  arbitration  agreement  or be  prohibited  by this  arbitration
agreement. This includes,  without limitation,  obtaining injunctive relief or a
temporary  restraining  order;  foreclosing by notice and sale under any deed of
trust or mortgage;  obtaining a writ of  attachment or imposition of a receiver;
or exercising  any rights  relating to personal  property,  including  taking or
disposing of such property with or without  judicial process pursuant to Article
9 of the  Uniform  Commercial  Code.  Any  disputes,  claims,  or  controversies
concerning  the  lawfulness  or  reasonableness  or any act,  or exercise of any
right,  concerning  any  collateral  securing any loan,  including  any claim to
rescind,  reform,  or otherwise modify any agreement  relating to the collateral
securing any loan, shall also be arbitrated, provided however that no arbitrator
shall have the right or other power to enjoin or restrain  any act of any party.
Judgment upon any award  rendered by any  arbitrator may be entered in any court
having  jurisdiction.  Nothing  herein  shall  preclude  any party from  seeking
equitable  relief  from a  court  of  competent  jurisdiction.  The  stature  of
limitations,  estoppel,  waiver,  laches,  and  similar  doctrines  which  would
otherwise be applicable  in an action  brought by a party shall be applicable in
any arbitration  proceeding,  and the commencement of an arbitration  proceeding
shall be deemed the  commencement of any action for these purposes.  The Federal
Arbitration Act shall apply to the construction, interpretation, and enforcement
of this arbitration provision.
















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