<PAGE>
 
                                                                    EXHIBIT 10.4

                  FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
                  -------------------------------------------

          THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment") is
entered into as of October 15, 1996, by and among HARLYN PRODUCTS, INC., a
California corporation ("Seller"), HARLYN INTERNATIONAL COMPANY, LTD., a private
Thailand limited company ("Company"), and THE L.L. KNICKERBOCKER CO., INC., a
California corporation ("Buyer").

                               R E C I T A L S :
                               ---------------- 

          A.  Seller, Company and Buyer are parties to that certain Stock
Purchase Agreement dated as of September 30, 1996, (as amended, the "Purchase
Agreement").

          B.   Seller, Company and Buyer desire to amend the Purchase Agreement
in the manner set forth herein.

                              A G R E E M E N T :
                              ------------------ 

          NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

          1.  Unless otherwise specified, capitalized terms used herein shall
have the meaning assigned to such terms in the Purchase Agreement.

          2.  The parties hereto hereby agree that the definition of "Settlement
Date" contained in Section 1.1 of Article I of the Purchase Agreement is hereby
amended and restated in its entirety to read as follows:

          "Settlement Date shall mean October 25, 1996, or such other date as
           ---------------                                                   
shall be agreed to in writing by Buyer and Seller."

          3.  The parties hereto hereby agree that Section 12.1 of Article XII
of the Purchase Agreement is hereby amended to change the date contained therein
to October 25, 1996.
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Amendment, or
have caused this Amendment to be duly executed on their respective behalf by
their respective officers thereunto duly authorized, as of the day and year
first above written.

     "Seller"                 HARLYN PRODUCTS, INC., a California corporation

                              By: /s/ EDWARD DUDZIAK
                                 ----------------------------------------------
                                 Name: Edward Dudziak
                                      -----------------------------------------
                                 Title: President
                                       ----------------------------------------

     "Company"                HARLYN INTERNATIONAL COMPANY, LTD., a private
                              Thailand limited company

                              By: /s/ EDWARD DUDZIAK
                                 ----------------------------------------------
                                 Name: Edward Dudziak
                                      -----------------------------------------
                                 Title: President
                                       ----------------------------------------


     "Buyer"                  THE L.L. KNICKERBOCKER CO., INC., a 
                              California corporation

                              By: /s/ ANTHONY P. SHUTTS
                                 ----------------------------------------------
                                 Name: Anthony P. Shutts
                                      -----------------------------------------
                                 Title: Chief Financial Officer 
                                       ----------------------------------------

                                      -2-