Exhibit 10.4

         TENTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT


     This  tenth  amendment  to first  amended  and  restated  credit  agreement
("Amendment") is made and entered into as of November 2, 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 nine previous amendments to
the Credit Agreement.

     B. 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 and reset certain
financial covenants under the Credit Agreement.

     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  Definitions
<PAGE>

     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.

ARTICLE II.  FINANCIAL COVENANTS

2.1  Waiver

     U. S. Bank hereby agrees to waive all violations of the following financial
covenants through the date of this Amendment:

     (a)  Tangible  Net Worth  covenant  set forth in Section 8.15 of the Credit
Agreement;

     (b)  Working  Capital  covenant  set forth in  Section  8.16 of the  Credit
Agreement;

     (c) Debt  Service  Coverage  Ratio set forth in Section  8.17 of the Credit
Agreement;

     (d) Minimum  monthly sales covenant set forth in Section 8.19 of the Credit
Agreement; and

     (e) Minimum monthly EBITDA covenant set forth in Section 8.20 of the Credit
Agreement.

2.2  Deletion

     The following  sections of the Credit Agreement are hereby deleted in their
entirety:

     (a) Section 8.15 - Tangible Net Worth;

     (b) Section 8.16 - Working Capital covenant;

     (c) Section 8.17 - Debt Service Coverage Ratio;

     (d) Section 8.19 - minimum monthly sales covenant; and

     (e) Section 8.20 - minimum monthly EBITDA covenant.

U. S. Bank and  Borrower  hereby  acknowledge  that  Section  8.18 of the Credit
Agreement - Senior Debt Ratio was deleted in a previous  amendment to the Credit
Agreement.

ARTICLE III.  MODIFICATION OF BORROWING BASE

     Section  2.8(a)(iii)  of the  Credit  Agreement  is hereby  deleted  in its
entirety and replaced with the following:
<PAGE>

          (iii) 65 percent of  Eligible  Inventory;  provided  that the  maximum
          advance based upon Eligible Inventory is limited to $8,000,000.

ARTICLE IV.   REGISTRATION OF SHARES

     The first  sentence  of  Section  7.2(a) of the  Third  Amendment  to First
Amended and Restated Credit  Agreement dated January 15, 1998, is hereby deleted
in its entirety and replaced with the following:

          Borrower  shall  take all steps to  complete  and file a  registration
          statement for the  registration  of the Shares on or before January 4,
          1999,  and shall use its best  efforts  to cause the  registration  to
          become  effective  as  soon  after  the  filing  of  the  registration
          statement as possible.

ARTICLE V.  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.

ARTICLE VI.  GENERAL PROVISIONS

6.1  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

<PAGE>

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.

6.2  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.

6.3  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.

6.4  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.

6.5  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.

6.6  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,

<PAGE>

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.

6.7  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.

6.8  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.

     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
                                     ----------------------------
                                 Title:  CEO and CFO



                                 U. S. BANK NATIONAL ASSOCIATION


                                 By  /s/  David Larsen
                                     ----------------------------
                                 David C. Larsen, Vice President
<PAGE>




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 6.6 of this Amendment.

                                 H.S.C., Inc., a Washington corporation


                                 By  /s/ Leo Rosenberger
                                     ----------------------------
                                 Title:  President and CFO


                                 SUNGOLD EYEWEAR, INC., 
                                 a Washington corporation


                                 By  /s/ Leo Rosenberger
                                     ---------------------------------
                                 Title:  CEO and CFO


                                 PRIVATE EYES SUNGLASS
                                 CORPORATION, a Washington corporation


                                 By  /s/ Leo Rosenberger
                                     ---------------------------------
                                 Title:  President and CFO