FIRST AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED  CREDIT  AGREEMENT (the "First
Amendment"),  dated as of March 29, 2000, amends the Amended and Restated Credit
Agreement  dated as of May 28, 1999 by and among  LACROSSE  FOOTWEAR,  INC. (the
"Borrower"),  the  several  Lenders  from  time to  time  parties  thereto  (the
"Lenders")  and Firstar Bank,  N.A.  (f/k/a  Firstar Bank  Milwaukee,  N.A.; the
"Agent") (as so amended,  and as the same may be amended from time to time,  the
"Credit Agreement").

     1.  Definitions.  Capitalized terms not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement.

     2. Waiver.  Subject to the terms set forth herein, the Lenders hereby agree
to waive  Borrower's  breach of Section 8.12(c) of the Credit  Agreement for the
period ending  December 31, 1999. No waiver of  Borrower's  compliance  with the
terms of Section  8.12(c) of the Credit  Agreement is made for any periods other
than for the  period set forth  above and no waiver is made with  respect to any
other covenant or agreement set forth in the Credit Agreement.

     3.  Amendments.  The parties hereby agree to amend the Credit  Agreement as
follows:

          (a) The defined term "Applicable Percentage" in Section 2.1 is deleted
in its entirety, and Schedule 3.1(d) is deleted in its entirety.

          (b) The following  definition  is added to Section 2.1 in  appropriate
alphabetical order:

               "`Borrowing  Base' means an amount equal to the sum of (i) 80% of
               Qualified  Receivables  plus  (ii)  50%  of  Qualified  Inventory
               (provided that the maximum amount  included in the Borrowing Base
               under this clause (ii) shall not exceed $31,250,000)."

          (c) The defined term "Credit  Documents"  in Section 2.1 is deleted in
its entirety and replaced with the following:

               "`Credit  Documents' means this Credit Agreement,  the Notes, the
               Security Agreement,  any Letter of Credit Document, and all other
               related agreements and documents issued or delivered hereunder or
               thereunder or pursuant hereto or thereto."
<PAGE>

          (d) All references in the Credit Agreement to "Firstar Bank Milwaukee,
N.A." are deleted in their entirety and replaced with "Firstar Bank, N.A."

          (e) The following  definitions are added to Section 2.1 in appropriate
alphabetical order:

               "`Qualified  Inventory'  means raw material  and  finished  goods
               inventory  of the  Borrower,  valued  at the  lower of  wholesale
               market or cost  (determined  on a LIFO  basis),  net of reserves,
               which meet these specifications:

               (1)  it is owned by the  Borrower  free of all Liens  (except the
                    Agent's Lien for the benefit of the Lenders);

               (2)  no  financing  statement  (other  than the  Agent's  for the
                    benefit of the Lenders) is on file covering it, its products
                    or proceeds;

               (3)  if it is represented by documents of title,  the Borrower is
                    the owner of the documents of title free of all Liens (other
                    than the Agent's Lien for the benefit of the Lenders);

               (4)  it is in good  condition  and it is new and unused except as
                    the Lenders may otherwise consent in writing; and

               (5)  it is subject to a valid and  perfected  first lien security
                    interest  in  favor  of the  Agent  for the  benefit  of the
                    Lenders.

               `Qualified  Receivables'  means the amounts owing to the Borrower
               on accounts receivable which meet these specifications:

               (1)  it arose  from a bona fide sale of goods or  services  which
                    have been delivered or shipped to the account debtor and for
                    which the Borrower has genuine invoices,  shipping documents
                    or receipts;

               (2)  it is not past due more  than  ninety  (90)  days and is not
                    outstanding  more than two hundred  seventy-five  (275) days
                    from the delivery of goods,  performance of services or date
                    of invoice;

               (3)  it is owned by the  Borrower  free of all Liens  (except the
                    Agent's Lien for the benefit of the Lenders);


                                       2
<PAGE>

               (4)  it is enforceable  against the account debtor for the amount
                    shown as owing in the  statements  furnished by the Borrower
                    to the Lenders;

               (5)  it and the transaction out of which it arose comply with all
                    applicable laws and regulations;

               (6)  it is not  subject  to any  set-off,  credit,  allowance  or
                    adjustment,  except discount for prompt payment, nor has the
                    account debtor returned the goods or disputed its liability;

               (7)  the Borrower  has no notice or  knowledge of anything  which
                    might impair the creditworthiness of the account debtor;

               (8)  the Lenders have not notified the Borrower  that the account
                    or account debtor is unsatisfactory; and

               (9)  the  account is not  subject to any  prohibition  against or
                    restriction  upon  assignments or Liens, and is subject to a
                    valid and perfected first lien security interest in favor of
                    the Agent for the benefit of the Lenders.

               `Security Agreement' means that certain Security Agreement by and
               between  the  Borrower  and the  Agent  (for the  benefit  of the
               Lenders)  substantially  in the form of Exhibit A attached to the
               First Amendment, as the same may be modified or amended from time
               to time."

          (f)  Section  3.1(a) is  deleted  in its  entirety  and the  following
inserted in its place:

               "(a)  Revolving  Commitment.   During  the  Revolving  Commitment
               Period,  subject to the terms and conditions hereof,  each Lender
               severally  agrees  to make  revolving  credit  loans  ("Revolving
               Loans")  to the  Borrower  from  time  to time  for the  purposes
               hereinafter set forth; provided, however, that (i) with regard to
               each  Lender  individually,  the sum of such  Lender's  share  of
               outstanding  Revolving  Loans plus such  Lender's LOC  Commitment
               Percentage  of LOC  Obligations  shall not exceed  such  Lender's
               Revolving  Committed Amount,  and (ii) with regard to the Lenders
               collectively,  the sum of the  aggregate  amount  of  outstanding
               Revolving Loans plus the aggregate amount of LOC Obligations plus
               the aggregate  amount of Commercial  Paper  Obligations  plus the
               aggregate amount of outstanding Swing Line Loans shall not exceed
               the  lesser of:  (A)  SIXTY-TWO  MILLION  FIVE  HUNDRED  THOUSAND
               DOLLARS  ($62,500,000),  as such aggregate  maximum amount may be
               reduced  from  time  to  time  as  provided  herein,  and (B) the
               Borrowing  Base.  Revolving Loans may consist of Prime Rate Loans


                                       3
<PAGE>

               or Eurodollar  Loans, or a combination  thereof,  as the Borrower
               may request,  and may be repaid and reborrowed in accordance with
               the  provisions  hereof.  Eurodollar  Loans shall be made by each
               Lender at its  Eurodollar  Lending Office and Prime Rate Loans at
               its Domestic Lending Office."

          (g) Section 3.1(d)(ii) is amended by deleting the reference therein to
"the  Applicable  Margin" and inserting  the following in its place:  "150 basis
points."

          (h) Section 3.2(c)(ii) is amended by deleting the reference therein to
"the Applicable  Margin" and inserting the following in its place:  "187.5 basis
points."

          (i) Section  4.4(a) is deleted in its  entirety  and the  following is
inserted in its place:

               "(a) Unused  Facility  Fee.  In  consideration  of the  Revolving
               Commitments by the Lenders hereunder,  the Borrower agrees to pay
               to the Agent for the  ratable  benefit  of the  Lenders an unused
               facility  fee in an  amount  equal to the  average  daily  unused
               portion of such Revolving Commitments, as the same may be reduced
               from time to time  hereunder,  (computed on a quarterly  basis in
               arrears on the last Business Day of each March,  June,  September
               and  December  commencing  June 30,  2000,  based  upon the daily
               utilization  for that quarter as  calculated  by the Agent) times
               1/4 of 1%.  The  unused  facility  fee  shall be due and  payable
               quarterly  in arrears  on the last  Business  Day of each  March,
               June, September and December commencing on June 30, 2000, through
               the Revolving  Termination Date. The unused facility fee shall be
               fully earned on each such payment date.  Notwithstanding any term
               herein to the  contrary,  it is  understood  that for purposes of
               calculating  the  unused  facility  fee,  usage of the  Revolving
               Commitments shall not be deemed to include amounts outstanding in
               respect of LOC Obligations, Commercial Paper Obligations or Swing
               Line Loans."

          (j) The word "and" is deleted following the end of Section 7.1(c), the
period is deleted  following  the end of Section  7.1(d)  and the  following  is
inserted immediately thereafter:

               "; and


                                       4
<PAGE>

               (e)  Within  twenty  (20) days after the end of each  month,  and
               within thirty (30) days after the end of its last fiscal month, a
               duly executed borrowing base certificate in the form of Exhibit B
               attached   to  the   First   Amendment   (the   "Borrowing   Base
               Certificate")."

          (k)  Schedule  8.2 is deleted in its entirety and the form of Schedule
8.2 attached to the First Amendment is inserted in its place.

          (l)  Section   8.12(a)  is  amended  by  deleting  the  dollar  amount
"$44,000,000"  therein and substituting  the dollar amount  "$41,000,000" in its
place.

          (m) Section  8.12(b) is amended by deleting  the date "March 30, 2000"
therein and substituting the date "March 30, 2001" in its place.

          (n)  Section  8.12(c)  is deleted in its  entirety  and the  following
inserted in its place:

               "(c) Interest  Coverage  Ratio.  The Borrower will not permit the
               ratio of its  Consolidated  Net Income plus interest  expense and
               depreciation  expense to  interest  expense to be less than:  (i)
               1.25 to 1.0 from the date hereof  through and including  December
               31, 2000;  and (ii) 2.00 to 1.0 at any time  thereafter,  in each
               case, calculated on a four-quarter rolling basis."

     4. Conditions Precedent.

          (a) This First Amendment  shall become  effective on the date that the
Agent shall have received, with a counterpart for each Lender:

               (i)  this  First  Amendment,   duly  executed  by  an  authorized
representative of the Borrower and the Required Lenders;

               (ii)  the  Security   Agreement,   together  with  UCC  financing
statements,  in  each  case  executed  by an  authorized  representative  of the
Borrower;

               (iii)  the  Borrowing  Base  Certificate,  duly  executed  by  an
authorized representative of the Borrower;

               (iv) a certificate of the Secretary of Borrower,  dated as of the
date of the First  Amendment,  as to: (A) the  incumbency  and  signature of the
officers of Borrower who have signed or will sign this First  Amendment  and the
Security  Agreement  and any other  documents  or  materials  to be delivered by
Borrower to the Agent  pursuant to the Credit  Agreement;  (B) the  adoption and
continued   effect  of  resolutions  of  the  board  of  directors  of  Borrower
authorizing the execution, delivery and performance of this First Amendment, the
Security  Agreement,  and all  other  documents  or  materials  to be  executed,
delivered  and performed by the Borrower  pursuant or in  connection  thereto or
hereto; and (C) the accuracy


                                       5
<PAGE>

and completeness of attached copies of the articles of incorporation  and bylaws
of Borrower, as amended to date; and

               (v) the  legal  opinion  of  Foley  &  Lardner,  counsel  for the
Borrower,  dated the date of this First Amendment and addressed to the Agent and
the Lenders, in form and substance satisfactory to the Agent and the Lenders.

          (b)  Notwithstanding  anything to the contrary contained in the Credit
Agreement,  as soon as practicable  after the date of this First Amendment,  the
Borrower  shall  permit  the Agent (on  behalf of the  Lenders)  during  regular
business hours,  upon reasonable  notice by the Agent and at the Borrower's sole
expense,  to conduct a field audit of the Borrower's  properties and examine and
make  abstracts  from any of its books and records and to discuss the  business,
operations, properties and financial and other condition of the Borrower and its
Subsidiaries  with officers and  employees of the Borrower and its  Subsidiaries
and with its independent certified public accountants.

     5.   Representations   and   Warranties.   Borrower   certifies   that  the
representations  and warranties  contained in the Credit  Agreement are true and
correct as of the date of this First Amendment, and that, after giving effect to
the waivers  and  amendments  set forth  herein,  no  condition,  event,  act or
omission has occurred  which,  with the giving of notice or passage of time,  or
both, would constitute a Default under the Credit Agreement.

     6. Full Force and Effect.  Except as provided herein,  all of the terms and
conditions  set forth in the  Credit  Agreement,  and all  additional  documents
entered into in connection with the Credit Agreement, shall remain unchanged and
shall continue in full force and effect as originally set forth.

     7. Binding  Effect.  This First Amendment shall be binding upon the parties
hereto and their respective successors and assigns.

     [REMAINDER OF PAGE INTENTIONALLY BLANK]


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<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this First Amendment
to Loan Agreement as of the date first set forth above.

                                      LACROSSE FOOTWEAR, INC.,
                                      a Wisconsin corporation


                                      By:  /s/ Robert J. Sullivan
                                         --------------------------------------
                                      Title:  Vice President--Finance and CFO


                                      FIRSTAR BANK, N.A.,
                                      in its capacity as Agent and as
                                      a Lender


                                      By:  /s/ Randy D. Olver
                                         --------------------------------------
                                      Title:  Senior Vice President


                                      THE NORTHERN TRUST COMPANY


                                      By:  /s/ Daniel K. Hintzen
                                         --------------------------------------
                                      Title:  Vice President


                                      HARRIS TRUST AND SAVINGS BANK


                                      By:  /s/ Gary M. Olintz
                                         --------------------------------------
                                      Title:  Vice President



                                       7
<PAGE>

                                  SCHEDULE 8.2
                                 PERMITTED LIENS

Secured Party                      Filing Jurisdiction             Filing Number
-------------                      -------------------             -------------

IBM Credit Corporation             WI DFI                          1815625
Pitney Bowes Credit Corp.          NH Secretary of State           531712

<PAGE>
                                    EXHIBIT B
                             LACROSSE FOOTWEAR, INC.
                           BORROWING BASE CERTIFICATE
                           --------------------------

TO:  FIRSTAR BANK, N.A.
     HARRIS TRUST AND SAVINGS BANK
     THE NORTHERN TRUST COMPANY

This  Borrowing  Base  Certificate  is  furnished  pursuant  to the  Amended and
Restated  Credit  Agreement  dated as of May 28, 1999 (as  amended to date,  the
"Agreement"),  among  LaCrosse  Footwear,  Inc.,  a Wisconsin  corporation  (the
"Borrower"),  First Bank,  N.A.,  Harris Trust and Savings Bank and The Northern
Trust Company (collectively, the "Lenders") and Firstar Bank, N.A., as Agent for
the Lenders.  Unless otherwise defined herein,  the terms used in this Borrowing
Base Certificate have the meanings ascribed thereto in the Agreement.

                     THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.   I am the chief financial officer of the Borrower.

2.   As of  ____________________  [previous month-end] the Borrowing Base was as
     follows:

     (a)   Total Accounts Receivable                               $____________

     (b)   All accounts that are payable more than 275 days from
           the delivery of goods, performance of services or date
           of invoice, or that are more than 90 days past due      $____________

     (c)   Accounts subject to setoff, credit, allowance
           or adjustment                                           $____________

     (d)   Accounts subject to Liens (other than in favor
           of Lenders)                                             $____________

     (e)   Accounts subject to any dispute or counterclaim
           by the account debtor                                   $____________

     (f)   Other ineligible accounts under definition of
           "Qualified Receivables" in the Agreement                $____________

     (g)   Qualified Receivables
           [(a) less (b) + (c) + (d) + (e) + (f)]                  $____________

     (h)   Total Inventory (as that term is defined in the Security
           Agreement) on a LIFO basis and net of reserves          $____________

     (i)   Work-in-process                                         $____________


<PAGE>

     (j)   Inventory subject to Liens (other than in favor
           of the Lenders)                                         $____________

     (k)   Inventory represented  by documents of title other
           than negotiable documents of title in possession of
           the Agent                                               $____________

     (l)   Inventory that is used, obsolete, in poor condition
           or otherwise not saleable                               $____________

     (m)   Other ineligible inventory under definition of
           "Qualified Inventory" in this Agreement                 $____________

     (n)   Qualified Inventory
           [(h) less (i) + (j) + (k) + (l) + (m)]                  $____________

     TOTAL BORROWING BASE:

     (o)   80% of Line (g)                                         $____________

     (p)   plus 50% of Line (n) (not to exceed $31,250,000)        $____________

     (q)   100% of Line (o) plus Line (p)                          $____________

     (r)   Outstanding aggregate amount of all
           Revolving Loans                                         $____________

     (s)   Outstanding aggregate amount of LOC Obligations         $____________

     (t)   Outstanding aggregate amount of Commercial
           Paper Obligations                                       $____________

     (u)   Outstanding aggregate amount of Swing Line Loans        $____________

     (v)   TOTAL BORROWING AVAILABILITY
           [(q) less (r) + (s) + (t) + (u)]                        $____________

     The information  set forth above and on the attached  Schedule of Qualified
Receivables and Statement of Qualified Inventory is true and correct.

                                        LACROSSE FOOTWEAR, INC.


                                        By:------------------------------------
                                             Chief Financial Officer