EXHIBIT 10.10

                                 FIRST AMENDMENT


                  FIRST AMENDMENT (this  "Amendment"),  dated as of December 15,
1998,  among Labtec,  Inc.  (formerly  known as Labtec  Enterprises,  Inc.) (the
"Borrower"),  the lending institutions party to the Credit Agreement referred to
below (each a "Bank" and, collectively, the "Banks"), and Bankers Trust Company,
as Agent (the  "Agent").  All  capitalized  terms used herein and not  otherwise
defined  herein shall have the  respective  meanings  provided such terms in the
Credit Agreement.




                              W I T N E S S E T H:


                  WHEREAS, the Borrower,  the Banks and the Agent are party to a
Credit  Agreement,  dated as of  October  7,  1997  (as  amended,  modified  and
supplemented prior to the date hereof, the "Credit Agreement"); and

                  WHEREAS,  the  Borrower and the Banks have agreed to amend the
Credit Agreement on the terms and conditions set forth herein;

                  NOW, THEREFORE, it is agreed:

                  1. In order to induce the Banks to enter into this  Amendment,
the  Borrower  hereby  agrees  that at all times  from and  after the  Amendment
Effective  Date (as  hereinafter  defined),  unless  an  increase  is  otherwise
consented  to in writing by the  Required  Banks,  the sum of (i) the  aggregate
outstanding principal amount of Revolving Loans and Swingline Loans and (ii) the
Letter of Credit Outstandings shall not exceed the lesser of the Total Revolving
Loan Commitment and $7,500,000.

                  2. Section  8.08(a) of the Credit  Agreement is hereby amended
by deleting the reference to "$2,200,000"  appearing opposite the date March 31,
1999 in the table set forth therein and by inserting in lieu thereof a reference
to "2,900,000."

                  3. Section 8.09 of the Credit  Agreement is hereby  amended by
deleting the portion of the table set forth in such Section from  September  30,
1998 through March 31, 1999 and inserting in lieu thereof the following:

                           "September 30, 1998                $5,800,000
                            December 31, 1998                 $5,600,000
                            March 31, 1999                    $5,500,000"

                  4. Section 8.10 of the Credit  Agreement is hereby  amended by
deleting the portion of the table set forth in such Section from  September  30,
1998 through March 31, 1999 and inserting in lieu thereof the following:

                           "September 30, 1998                1.7:1.0

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                           December 31, 1998                  1.7:1.0
                           March 31, 1999                     1.7:1.0"

                  5. Each of the Banks hereby waives  compliance by the Borrower
with Section 8.10 of the Credit Agreement solely for the Test Period ending June
30, 1998, and further waives any Default or Event of Default that may exist as a
result of the Borrower's  failure to comply with such Section 8.10 for such Test
Period.

                  6. Section 8.11 of the Credit  Agreement is hereby  amended by
deleting the portion of the table set forth in such  Section  from  December 31,
1998 through March 31, 1999 and inserting in lieu thereof the following:

                           "December 31, 1998                 5.8:1.0
                            March 31, 1999                    5.9:1.0"

                  7.  Each of the  parties  hereto  hereby  agree  that  for all
purposes of the Credit Agreement, Consolidated EBIT referred to therein shall be
determined  without  giving  effect to the  charges  for  additions  to reserves
identified  on Schedule 1 hereto,  provided  that if such  reserves  are used in
periods following the time when such reserves are taken, then in such subsequent
periods  consolidated  EBIT shall be reduced  by the amount of the  reserves  so
used.

                  8. In order to induce the Banks to enter into this  Amendment,
the Borrower hereby agrees to pay, on the Amendment Effective Date, to the Agent
for the  account  of each Bank an  amount  equal to 1/4 of 1% of the sum of such
Bank's outstanding Term Loans and the Total Revolving Loan Commitment.

                  9. In order to induce the Banks to enter into this  Amendment,
the Borrower  hereby  represents  and  warrants  that (i) no Default or Event of
Default  exists as of the  Amendment  Effective  Date (as defined  below)  after
giving effect to this Amendment and (ii) on the Amendment  Effective  Date, both
before  and after  giving  effect to this  Amendment,  all  representations  and
warranties  contained in the Credit  Agreement or in the other Credit  Documents
are true and correct in all material respects.

                  10. This  Amendment  shall  become  effective on the date (the
"Amendment  Effective Date") when the Required Banks and the Borrower shall have
signed a counterpart  hereof  (whether the same or different  counterparts)  and
shall have delivered  (including by way of facsimile  transmission)  the same to
the Agent at its Notice Office.

                  11.  This  Amendment  is  limited as  specified  and shall not
constitute a  modification,  acceptance or waiver of any other  provision of the
Credit Agreement or any other Credit Document.

                  12.  This   Amendment   may  be  executed  in  any  number  of
counterparts and by the

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<PAGE>

different parties hereto on separate  counterparts,  each of which  counterparts
when  executed  and  delivered  shall be an  original,  but all of  which  shall
together constitute one and the same instrument.  A complete set of counterparts
shall be lodged with the Borrower and the Agent.

                  13. All  references  in the Credit  Agreement  and each of the
Credit Documents to the Credit Agreement shall be deemed to be references to the
Credit Agreement after giving effect to this Amendment.


                  14.  THIS  AMENDMENT  AND THE  RIGHTS AND  OBLIGATIONS  OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.

                                      * * *


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<PAGE>
                  IN WITNESS  WHEREOF,  each of the parties  hereto has caused a
counterpart  of this  Amendment to be duly executed and delivered as of the date
hereof.


                                             LABTEC ENTERPRISES, INC.



                                             By: /s/ Rodger R. Krouse
                                                 -------------------------------
                                                 Name: Rodger R. Krouse
                                                 Title:



                                             BANKERS TRUST COMPANY, individually
                                                 and as Agent



                                             By: /s/ Mary Kay Coyle
                                                 -------------------------------
                                                 Name:  Mary Kay Coyle
                                                 Title: Managing Director



                                             LASALLE NATIONAL BANK



                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:



                                             ARCHIMEDES FUNDING L.L.C
                                                 By:  ING CAPITAL ADVISORS INC.,
                                                           as Collateral Manager



                                             By: /s/ Michael D. Hatley
                                                 -------------------------------
                                                 Name:  Michael D. Hatley
                                                 Title: Senior Vice President


<PAGE>



                                             VAN KAMPEN AMERICAN CAPITAL
                                                 PRIME RATE INCOME TRUST



                                              By: /s/ Jeffrey W. Maillet
                                                 -------------------------------
                                                 Name:  Jeffrey W. Maillet
                                                 Title: Senior Vice President
                                                          & Director

<PAGE>

                                                                      SCHEDULE I
                                                                      ----------

              Charges to be excluded in computing Consolidated EBIT


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
                  Amount/Description                            |            Period in which taken     |
                  ------------------                            |            ----------------------    |
<S>                                                             |   <C>                  <C>           |
$210,000 - Addition to Bad Debt Reserve                         |       3rd and/or 4th Quarter of 1998 |
$500,000 - Addition to Inventory Reserve                        |       3rd and/or 4th Quarter of 1998 |
$290,000 - Addition to Reserve for Credits and Allowances       |       3rd and/or 4th Quarter of 1998 |
-------------------------------------------------------------------------------------------------------|
</TABLE>