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                                                                   EXHIBIT 10.41

                                 FIRST AMENDMENT

                               TO CREDIT AGREEMENT



This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of March
6, 2000 and entered into by and among OAKLEY, INC., a Washington corporation
("Company"), the financial institutions listed on the signature pages hereof
(the "Lenders"), and BANK OF AMERICA, N.A. (formerly known as Bank of America
National Trust and Savings Association), as the agent for the Lenders (in such
capacity the "Agent") and is made with reference to that certain Second Amended
and Restated Credit Agreement dates as of August 25, 1998 (the "Credit
Agreement"), by and among Company, the lending institutions identified therein
and the Agent. Capitalized terms used herein without definition shall have the
same meanings herein as set forth in the Credit Agreement.

                                     RECITAL

                  WHEREAS, Company and the Lenders desire to amend the Credit
Agreement as set forth below;

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

         1)       AMENDMENT TO THE CREDIT AGREEMENT

                  1.1      Amendment to Subsection 3.1

                  Subsection 3.1(A)(ii) is hereby amended by deleting it in its
entirety and by replacing it with the following:

                           "(ii)   any Standby Letter of Credit if, after giving
        effect to such issuance, the Letter of Credit Usage with respect to
        Standby Letters of Credit would exceed $5,000,000,"

         2)       COMPANY'S REPRESENTATIONS AND WARRANTIES

                  In order to induce the Lenders to enter into this Amendment,
to amend the Credit Agreement in the manner provided herein and to implement the
waiver provided herein, company represents and warrants to each lender that the
following statements are true, correct and complete:

                  (A)      Corporate Power and Authority.  Company has all
requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Credit Agreement as amended by this Amendment (the "Amended Agreement").




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                  (B)      Authorization of Agreements.  The execution and
delivery of this Amendment and the performance of the Amended Agreement have
been duly authorized by all necessary corporate action on the part of the
Company.

                  (C)      Binding Obligation. This Amendment and the Amended
Agreement are the legal, valid and binding obligation of Company, enforceable
against it in accordance with their terms, and any instrument or agreement
required hereunder or by the Amended Agreement, when executed and delivered,
will be similarly valid, binding and enforceable.

                  (D)      Incorporation of Representations and Warranties From
Credit Agreement. The representations and warranties contained in Section 5 of
the Credit Agreement are true, correct and complete in all material respects,
except to the extend such representations and warranties specifically relate to
an earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.

                  (E)      Absence of Default.  No event has occurred and is
continuing or will result from the consummation of this Amendment that would
constitute an Event of Default or a Default.

         3.       MISCELLANEOUS

                  (A)      Reference to and Effect on the Credit Agreement and
the Other Loan Documents.

                  (i)      On and after the First Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement, and each
reference in the other documents entered pursuant to the Credit Agreement to the
"Credit Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement shall mean and be a reference to the Amended Agreement.

                  (ii)     Except as specifically amended by this Amendment, the
Credit Agreement and the other documents entered pursuant to the Credit
Agreement shall remain in full force and effect and are hereby ratified and
confirmed.

                  (iii)    The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a waiver of
any provision or, or operate as a waiver of any right, power or remedy of the
Agent or any Lender under, the Credit Agreement or any of the other Loan
Documents.

                  (B)      Headings.  Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.

                  (C)      California Law.  This Agreement shall be governed by,
and shall be construed and enforced in accordance with, the internal laws of the
State of California, without regard to conflicts of laws principles.





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                  (D)      Counterparts; Effectiveness. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment shall become
effective upon the execution of a counterpart hereof by Company and the
Requisite Lenders and receipt by Company and the Agent of written or telephonic
notification of such execution and authorization of delivery thereof.




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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

                                             OAKLEY, INC.



                                              By:      /s/ Tom George
                                              Name:    Tom George
                                              Title:   Chief Financial Officer
















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                                            BANK OF AMERICA, N.A., as Agent

                                            By:      /s/ Patrick W. Zetzman
                                            Name:    Patrick W. Zetzman
                                            Title:   Vice President


















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                                            LENDERS: BANK OF AMERICA, N.A.

                                            By:      /s/ Joanne Toth
                                            Name:    Joanne Toth
                                            Title:   Vice President























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                                            UNION BANK OF CALIFORNIA, N.A.

                                            By:
                                            Name:
                                            Title:


















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                                            THE CHASE MANHATTAN BANK

                                            By:      /s/  Derek Holley
                                            Name:    Derek Holley
                                            Title:   Vice President






























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