EXHIBIT 10.2

         EIGHTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT


     This eighth  amendment  to first  amended  and  restated  credit  agreement
("Amendment")  is made and entered  into as of August 13,  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 seven 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

     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.  Section 1.1 of the Credit  Agreement is hereby  amended to
modify the following definition:

     "EBITDA"  means  Borrower's  net income  (before  taxes)  for the  relevant
period,  subject to the following  adjustments:  (a) there shall be added to net
income:  (i) charges  against  income  consisting  of  depreciation  of real and
personal  property,  and  amortization of goodwill and other  intangibles,  (ii)
charges  against income for non-cash stock  compensation,  (iii) charges against
income  in an  amount  equal to the  non-cash  loss  resulting  from the sale of
Borrower's interest in the kindling Company,  and (iv) interest expense; and (b)
there shall be deducted from net income revenues derived from sources other than
continuing  operations,  such  as  net  gains  from  sales  of  capital  assets,
restoration  to contingency  reserves,  collection of proceeds of life insurance
policies, write-up of assets, or gains from the sale, acquisition, or retirement
of securities.


ARTICLE II. WAIVER

     U. S. Bank hereby agrees to waive all violations of the following financial
covenants through July 30, 1998:

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

     (b) Debt  Service  Coverage  Ratio set forth in Section  8.17 of the Credit
Agreement;
<PAGE>

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

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

Borrower  shall be in  compliance  with all  financial  covenants as of July 31,
1998, and at all times thereafter.


ARTICLE III. MODIFICATION OF FINANCIAL COVENANTS

3.1 Tangible Net Worth

     Section 8.15 of the Credit  Agreement is hereby deleted in its entirety and
replaced with the following:

          Permit Tangible Net Worth to be less than the following amounts at any
     time during the time periods set forth below:

          ----------------------   --------------------------
                                        Minimum Tangible 
               Time Periods                Net Worth
          ----------------------   --------------------------
            7/31/98 - 8/30/98            ($17,972,000)
          ----------------------   --------------------------
            8/31/98 - 9/29/98            ($17,792,000)
          ----------------------   --------------------------
            9/30/98 - 10/30/98           ($18,294,000)
          ----------------------   --------------------------
           10/31/98 - 11/29/98           ($18,211,000)
          ----------------------   --------------------------
           11/30/98 - 12/30/98           ($18,157,000)
          ----------------------   --------------------------
            12/31/98 - 1/30/99           ($18,903,000)
          ----------------------   --------------------------
            1/31/99 - 2/27/99             ($18,903,000)
          ----------------------   --------------------------
            2/28/99 - 3/30/99             ($18,903,000)
          ----------------------   --------------------------
          3/31/99 and thereafter          ($18,903,000)
          ----------------------   --------------------------


3.2 Working Capital

          Section 8.16 of the Credit Agreement is hereby deleted in its entirety
and replaced with the following:

          Permit  Working  Capital to be less than the following  amounts at any
     time during the time periods set forth below:

          ----------------------   -----------------------
              Time Periods         Minimum Working Capital
          ----------------------   -----------------------
            7/31/98 - 8/30/98           ($3,229,000)
          ----------------------   -----------------------
            8/31/98 - 9/29/98           ($2,928,000)
          ----------------------   -----------------------
           9/30/98 - 10/30/98           ($3,310,000)
          ----------------------   -----------------------
           10/31/98 - 11/29/98          ($3,102,000)
          ----------------------   -----------------------
           11/30/98 - 12/30/98          ($2,927,000)
          ----------------------   -----------------------
           12/31/98 - 1/30/99           ($3,554,000)
          ----------------------   -----------------------
            1/31/99 - 2/27/99           ($3,554,000)
          ----------------------   -----------------------
            2/28/99 - 3/30/99           ($3,554,000)
          ----------------------   -----------------------
          3/31/99 and thereafter        ($3,554,000)
          ----------------------   -----------------------


<PAGE>


3.3 Debt Service Coverage Ratio

     Section 8.17 of the Credit  Agreement is hereby deleted in its entirety and
replaced with the following:

          Permit the Debt Service  Coverage  Ratio to be less than the following
     amounts as of the last day of each month set forth below for such month.

          -----------------------   --------------------
                                    Minimum Debt Service
                Month Ending          Coverage Ratio
          -----------------------   --------------------
                  7/31/98                1.67:1.00
          -----------------------   --------------------
                  8/31/98                1.93:1.00
          -----------------------   --------------------
                  9/30/98                -.51:1.00
          -----------------------   --------------------
                 10/31/98                1.64:1.00
          -----------------------   --------------------
                 11/30/98                1.52:1.00
          -----------------------   --------------------
                 12/31/98               -1.64:1.00
          -----------------------   --------------------
                  1/31/99               -1.81:1.00
          -----------------------   --------------------
                  2/28/99                1.79:1.00
          -----------------------   --------------------
          3/31/99 and thereafter        -1.95:1.00
          -----------------------   --------------------


3.4 Minimum Monthly Sales

     Section 8.19 of the Credit  Agreement is hereby deleted in its entirety and
replaced with the following:

          Permit  Borrower's net sales  (determined in accordance with generally
     accepted accounting principles) for any month to be less than the following
     amounts:

          -------------------   ---------------------
              Month Ending      Minimum Monthly Sales
          -------------------   ---------------------
             July 31, 1998           $3,232,000
          -------------------   ---------------------
            August 31, 1998          $3,462,000
          -------------------   ---------------------
           September 30, 1998        $2,616,000
          -------------------   ---------------------
            October 31, 1998         $3,193,000
          -------------------   ---------------------
           November 30, 1998         $3,059,000
          -------------------   ---------------------
           December 31, 1998         $1,983,000
          -------------------   ---------------------
           January 31, 1999          $3,157,000
          -------------------   ---------------------
           February 28, 1999         $3,903,000
          -------------------   ---------------------
             March 31, 1999          $3,268,000
          -------------------   ---------------------


<PAGE>


3.5 Minimum Monthly EBITDA

     Section 8.20 of the Credit  Agreement is hereby deleted in its entirety and
replaced with the following:

          Permit EBITDA for any month to be less than the following amounts:

          -------------------   --------------
              Month Ending      Minimum EBITDA
          -------------------   --------------
             July 31, 1998        $ 383,000
          -------------------   --------------
            August 31, 1998       $ 461,000
          -------------------   --------------
           September 30, 1998     ($121,000)
          -------------------   --------------
            October 31, 1998      $ 381,000
          -------------------   --------------
           November 30, 1998      $ 350,000
          -------------------   --------------
           December 31, 1998      ($375,000)
          -------------------   --------------
            January 31, 1999      ($387,000)
          -------------------   --------------
           February 28, 1999       $449,000
          -------------------   --------------
             March 31, 1999       ($476,000)
          -------------------   --------------


ARTICLE IV. 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.

<PAGE>

ARTICLE V. GENERAL PROVISIONS

5.1 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
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.

5.2 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.

5.3 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.

5.4 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.

5.5 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.

5.6 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,
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.

5.7 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.

5.8 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.

<PAGE>


     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; CFO & Treasurer       



                              U. S. BANK NATIONAL ASSOCIATION


                              By    /s/ David C. Larsen
                              David C. Larsen, Vice President



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 5.6 of this Amendment.

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


                              By:     /s/ Leo Rosenberger

                              Title:  President, CFO and Treasurer


                              SUNGOLD EYEWEAR, INC., a Washington
                              corporation


                              By:     /s/ Leo Rosenberger

                              Title:  CEO, CFO and Treasurer


                              PRIVATE EYES SUNGLASS CORPORATION, a Washington
                              corporation


                              By:     /s/ Leo Rosenberger

                              Title:  President, CFO and Treasurer