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                                                            EXHIBIT 10.61


                    TWELFTH AMENDMENT TO FIRST AMENDED AND
                            ESTATED CREDIT AGREEMENT

     This twelfth amendment to first amended and restated credit agreement
("Amendment") is made and entered into as of March 5, 1999, by and between U.
S. BANK NATIONAL ASSOCIATION, successor by merger to U. S. Bank of Washington,
National Association ("U. S. Bank"), and GARGOYLES, INC., a Washington
corporation ("Borrower").

                                R E C I T A L S:

     A.   On or about April 7, 1997, U. S. Bank and Borrower entered into that
certain first amended and restated credit agreement (together with all
amendments, supplements, exhibits, and modifications thereto, the "Credit
Agreement") whereby U. S. Bank agreed to extend certain credit facilities to
Borrower.  U. S. Bank and Borrower have entered into 11 previous amendments to
the Credit Agreement.

     B.   The purpose of this Amendment is to set forth the terms and
conditions upon which U. S. Bank will grant Borrower's request to modify the
Borrowing Base.

     NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein, the parties agree as follows:


ARTICLE I.     AMENDMENT; DEFINITIONS

1.1  Amendment
     ---------
     The Credit Agreement and each of the other Loan Documents are hereby
amended as set forth herein.  Except as specifically provided for herein, all
of the terms and conditions of the Credit Agreement and each of the other Loan
Documents shall remain in full force and effect throughout the terms of the
Loans, as well as any extensions or renewals thereof.

1.2  Definitions
     -----------
     As used herein, capitalized terms shall have the meanings given to them in
the Credit Agreement, except as otherwise defined herein, or as the context
otherwise requires.


ARTICLE II.    MODIFICATION OF BORROWING BASE

     Section 2.8(a) of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:

     (a)  The outstanding balance of principal and interest on the Revolving
Loan (including outstanding Letters of Credit) shall at no time exceed an
amount equal to:

          (i)    80 percent of Eligible Accounts Receivable, plus

          (ii)   65 percent of Eligible Foreign Accounts Receivable; provided
that the maximum advance based upon Eligible Foreign Accounts Receivable is
limited to $1,000,000, plus

          (iii)  65 percent of Eligible Inventory; provided that the maximum
advance based upon Eligible Inventory is limited to $8,000,000, plus

          (iv)   (i) during the period from March 4, 1999, through March 9,
1999, $750,000, (ii) during the period from March 10, 1999, through March 16,
1999, $1,250,000, and (iii) during the period from March 17, 1999, through
April 30, 1999, $1,750,000

("Borrowing Base").


ARTICLE III.   CONDITIONS PRECEDENT

     The modifications set forth in this Amendment shall not be effective
unless and until the following conditions have been fulfilled to U. S. Bank's
satisfaction:

     (a)  U. S. Bank shall have received this Amendment, duly executed and
delivered by Borrower, H.S.C., Inc., Sungold Eyewear, Inc. and Private Eyes
Sunglass Corporation.

     (b)  There shall not exist any Default or Event of Default.

     (c)  All representations and warranties of Borrower contained in the
Credit Agreement or otherwise made in writing in connection therewith or
herewith shall be true and correct and in all material respects have the same
effect as though such representations and warranties had been made on and as of
the date of this Amendment.

     (d)  U. S. Bank shall have received a certified resolution of the board of
directors of Borrower and each of the undersigned guarantors in a form
acceptable to U. S. Bank.


ARTICLE IV.    GENERAL PROVISIONS

4.1  Representations and Warranties
     ------------------------------
     Borrower hereby represents and warrants to U. S. Bank that as of the date
of this Amendment and after having given effect to any waivers and
modifications to definitions set forth in this Amendment, there exists no
Default or Event of Default.  All representations and warranties of Borrower
contained in the Credit Agreement and the Loan Documents, or otherwise made in
writing in connection therewith, are true and correct as of the date of this
Amendment.  Borrower acknowledges and agrees that all of Borrower's
Indebtedness to U. S. Bank is payable without offset, defense, or counterclaim.

4.2  Security
     --------
     All Loan Documents evidencing U. S. Bank's security interest in the
Collateral shall remain in full force and effect, and shall continue to secure,
without change in priority, the payment and performance of the Loans, as
amended herein, and any other Indebtedness owing from Borrower to U. S. Bank.

4.3  Guaranties
     ----------
     The parties hereto agree that the Guaranties shall remain in full force
and effect and continue to guarantee the repayment of the Loans to U. S. Bank
as set forth in such Guaranties.

4.4  Payment of Expenses
     -------------------
     Borrower shall pay on demand all costs and expenses of U. S. Bank incurred
in connection with the preparation, negotiation, execution, and delivery of
this Amendment and the exhibits hereto, including, without limitation,
attorneys' fees incurred by U. S. Bank.

4.5  Survival of Credit Agreement
     ----------------------------
     The terms and conditions of the Credit Agreement and each of the other
Loan Documents shall survive until all of Borrower's obligations under the
Credit Agreement have been satisfied in full.

4.6  Release of Claims
     -----------------
     IN CONSIDERATION FOR U. S. BANK'S AGREEMENT TO ENTER INTO THIS AMENDMENT,
BORROWER, H.S.C., INC., SUNGOLD EYEWEAR, INC., AND PRIVATE EYES SUNGLASS
CORPORATION EACH HEREBY RELEASES AND FOREVER DISCHARGES U. S. BANK, ITS
PREDECESSORS AND SUCCESSORS-IN-INTEREST, AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS FROM ANY AND ALL CLAIMS,
DEMANDS, DAMAGES, LIABILITIES, CHARGES, ACTIONS, LOSSES, CAUSES OF ACTION,
COSTS, EXPENSES, COMPENSATION, AND SUITS OF ANY KIND, PAST, PRESENT OR FUTURE,
ARISING FROM OR ALLEGED TO ARISE FROM THEIR BUSINESS RELATIONSHIP, INCLUDING
THE RELATIONSHIP PROVIDED FOR IN THE CREDIT AGREEMENT THROUGH THE DATE OF THIS
AMENDMENT, WHETHER KNOWN OR UNKNOWN.  THIS RELEASE IS INTENDED TO BE COMPLETE
AND COMPREHENSIVE WITH RESPECT TO ALL SUCH CLAIMS.  THIS RELEASE OF CLAIMS HAS
BEEN COMPLETELY READ AND FULLY UNDERSTOOD AND VOLUNTARILY ACCEPTED FOR THE
PURPOSE OF MAKING A FULL AND FINAL COMPROMISE AND SETTLEMENT WITH RESPECT TO
ALL CLAIMS, DISPUTED OR OTHERWISE.

4.7  Counterparts
     ------------
     This Amendment may be executed in one or more counterparts, each of which
shall constitute an original agreement, but all of which together shall
constitute one and the same agreement.

4.8  Statutory Notice
     ----------------
     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.


     IN WITNESS WHEREOF, U. S. Bank and Borrower have caused this Amendment to
be duly executed by their respective duly authorized signatories as of the date
first above written.

                                        GARGOYLES, INC., a Washington
                                        corporation

                                        By:  /s/ Leo Rosenberger
                                             -------------------------------
                                             Title:  CEO and CFO


                                        U. S. BANK NATIONAL ASSOCIATION

                                        By:  /s/ David C. Larsen
                                             -------------------------------
                                             David C. Larsen, Vice President

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Each of the undersigned Guarantors hereby (i) reaffirms its Guaranty and its
Security Agreement, (ii) agrees that its Guaranty guarantees the repayment of
the Loans, as amended herein, (iii) agrees that its respective Security
Agreement and related collateral documents secures the payment and performance
of the Secured Obligations described in such Security Agreement, (iv)
acknowledges that its obligations pursuant to its Guaranty and Security
Agreement are enforceable without defense, offset, or counterclaim, and (v)
agrees to the release of claims set forth in Section 4.6 of this Amendment.

                                        H.S.C., Inc., a Washington corporation

                                        By:  /s/ Leo Rosenberger
                                             -------------------------------
                                             Title:  President and CFO


                                        SUNGOLD EYEWEAR, INC., a Washington
                                        corporation

                                        By:  /s/ Leo Rosenberger
                                             -------------------------------
                                             Title:  CEO and CFO


                                        PRIVATE EYES SUNGLASS CORPORATION, a
                                        Washington corporation

                                        By:  /s/  Leo Rosenberger
                                             -------------------------------
                                             Title:  President and CFO