EXHIBIT 10.1

                                FOURTH AMENDMENT
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


THE PARTIES HERETO, BIG DOG HOLDINGS,  Inc., a Delaware  Corporation and BIG DOG
USA, INC., a California corporation  (individually and collectively "Borrowers,"
"Debtors," or "Makers"),  and Israel  Discount Bank Limited  ("Lender,"  "Bank,"
"Creditor," or "Payee"),  hereby Amend that certain  Amended and Restated Credit
Agreement ("the Agreement") dated June 30, 1995 and the other loan documents, as
defined below effective as of November 10, 1997, as follows:

                                    RECITALS

         A.   Borrowers   are   currently   indebted  to  Lender   directly  and
contingently,  pursuant to the terms and  conditions of the  AGREEMENT,  made by
Borrowers to the order of Bank, as payee;  and together with all other documents
executed in connection, therewith, as such documents may have been, at any time,
amended,  otherwise  modified,  renewed or  extended  to the date  hereof,  (the
"Credit Agreements"); and

         B.  Borrowers and Lender have agreed to amend the Credit Agreements as
             set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  intending to be
legally bound hereby, the parties agree as follows;

                                    AGREEMENT

         1. Amendment not a Novation.  This Amendment amends and supplements all
the loan  documents  ("Original  Documents")  as defined  by Section  1.2.25 and
"Documents"  as defined by Section  1.2.10 of the  Agreement.  This Amendment is
not,  and  should  not be  construed  as, a  novation.  All terms of the  Credit
Agreements not specifically amended and altered by this Amendment will remain in
full  force  and  effect,  and the  terms of which  are  incorporated  herein by
reference.

         2.  Decrease  of  Revolving  Line of Credit.  Sections  1.2.4,  1.2.21,
1.2.31,  1.2.32,  1.2.33,  2.1,  and 2.2 of the  Agreement  are amended  only to
decrease the Revolving Credit  Facility,  as defined by Sections 1.2.31 and 2.1,
from  "$10,500,000" to "$3,000,000." The total amount of indebtedness  ("Maximum
Commitment"),  as defined by Section 1.2.21 of the Agreement  shall be decreased
to $3,000,000.

         3.       Release of Guarantors.  Sections  1.2.13,  1.2.14,  5.11,
6.15,  8.18 and 17 are amended to read "Deleted."  The numbering of the
subsequent Sections will not change.

                  Section  1.2.23 is amended to read as follows:  "Borrowers."
Sections  8.13 and 8.14 are amended to delete "or any Guarantor" wherever it
appears in those sections.

         4. Release of  Subordination.  Sections  1.2.37,  1.2.38,  and 8.19 are
amended to read  "Deleted."  The numbering of the  subsequent  Sections will not
change.

                  Sub-Sections  (b) and (c) of Section  7.6 are  amended to read
"Deleted." The lettering of the Subsequent Sub-Sections will not change.

         5.  Amendment of Note.  Effective as of the date hereof,  the Revolving
Credit Note is amended by deleting the  reference to  "$10,500,000"  therein and
replacing such reference with "$3,000,000."

         6.  No  Modification  of  Other  Obligations.  Except  as is  otherwise
specifically  set forth herein,  all  obligations of Borrower and Lender,  shall
remain unmodified and in full force and effect.

         7. Costs; Expenses; Attorneys' Fees. Borrower shall reimburse Lender on
demand for all costs and expenses, including reasonable attorneys' fees expended
or incurred by Lender in the present and any future negotiation, preparation and
executions of this Agreement.

         8. Execution in Counterparts.  This Amendment Agreement may be executed
in counterparts and each counterpart  shall constitute one and the same original
document.

         9. Use of Copy in Lieu of Original.  A copy of this Amendment Agreement
shall have the same force and effect as the original.

         10. Entire Agreement. This Amendment together with all other Amendments
to the Agreement and all Other Documents executed in connection,  therewith,  as
such documents may have been amended, otherwise modified, or renewed, the Credit
Agreements,  embody the entire  agreement  and  understanding  among the parties
hereto.  There  are no oral  agreements  or  understandings.  No course of prior
dealings, usage of trade, or oral conversation shall be admissible to supplement
or explain this  Amendment.  The parties have read Section 20 of the  Agreement,
the terms of which are restated and incorporated here by reference.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first written above.


BIG DOG USA, INC.                           ISRAEL DISCOUNT BANK LIMITED
                                            Los Angeles Agency

By:     /s/ANTHONY WALL                     By:  ______________________________

Title:  Exec. V.P.  Date:  ___________      Title:  __________  Date:  ________



BIG DOG HOLDINGS, INC.


By:  /s/ANTHONY WALL

Title:  Exec. V.P.       Date:  ___________