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                                                                   EXHIBIT 10.33

         FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

      This fifth amendment to first amended and restated credit agreement
("Amendment") is made and entered into as of March 17, 1998, 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 four previous amendments to
the Credit Agreement.

      B. Borrower is in violation of the Tangible Net Worth and Working Capital
covenants set forth in the Credit Agreement. The purpose of this Amendment is to
set forth the terms and conditions upon which U. S. Bank will grant Borrower's
request to waive compliance with such financial covenants through February 27,
1998.

      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   MODIFICATION AND ADDITION OF 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.

FIFTH AMENDMENT TO FIRST AMENDED
AND RESTATED CREDIT AGREEMENT                                             PAGE 1

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ARTICLE II. FINANCIAL COVENANTS

2.1   TANGIBLE NET WORTH

      U. S. Bank hereby agrees to waive all violations of the Tangible Net Worth
covenant set forth in Section 8.15 of the Credit Agreement through February 27,
1998. Borrower shall be in compliance with the Tangible Net Worth covenant as of
February 28, 1998 and at all times thereafter.

2.2   WORKING CAPITAL

      U. S. Bank hereby agrees to waive all violations of the Working Capital
covenant set forth in Section 8.16 of the Credit Agreement through February 27,
1998. Borrower shall be in compliance with the Working Capital covenant as of
February 28, 1998 and at all times thereafter.

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) After having given effect to any waivers and modifications of
definitions set forth in this Amendment, 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.


FIFTH AMENDMENT TO FIRST AMENDED
AND RESTATED CREDIT AGREEMENT                                             PAGE 2

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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.


FIFTH AMENDMENT TO FIRST AMENDED
AND RESTATED CREDIT AGREEMENT                                             PAGE 3

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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.

FIFTH AMENDMENT TO FIRST AMENDED
AND RESTATED CREDIT AGREEMENT                                             PAGE 4

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      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
                                            ------------------------------------
                                            CEO & CFO



                                      U. S. BANK NATIONAL ASSOCIATION

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


FIFTH AMENDMENT TO FIRST AMENDED
AND RESTATED CREDIT AGREEMENT                                             PAGE 5

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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
                                            ------------------------------------
                                            Leo Rosenberger, President and CEO
                                            ------------------------------------


                                      SUNGOLD EYEWEAR, INC., a Washington
                                      corporation


                                      By:  /s/ LEO ROSENBERGER                 
                                           ------------------------------------
                                           Leo Rosenberger, CEO and CFO
                                           ------------------------------------

                                      PRIVATE EYES SUNGLASS CORPORATION, a
                                      Washington corporation


                                     By:   /s/ LEO ROSENBERGER
                                           -------------------------------------
                                           Leo Rosenberger, CEO and CFO
                                           -------------------------------------


FIFTH AMENDMENT TO FIRST AMENDED
AND RESTATED CREDIT AGREEMENT                                             PAGE 6