Exhibit 10.1

                  NINTH AMENDMENT TO FIRST AMENDED AND RESTATED
                                CREDIT AGREEMENT



     This  ninth  amendment  to first  amended  and  restated  credit  agreement
("Amendment")  is made and entered into as of September 17, 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 eight previous amendments to
the Credit Agreement.

     B. The purpose of this  Amendment is to set forth the terms and  conditions
upon which the Term Loan (as defined in the Credit Agreement) is bifurcated into
two term loans.

     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  Modification and Addition of 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 or add (as the case may be) the following definitions:
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     "Loans"  means the  Revolving  Loan,  Term  Loan I,  Term Loan II,  and the
Equipment Loans, as well as all renewals and amendments thereof.

     "Notes"  means the Revolving  Note,  Renewal Term Note I, Renewal Term Note
II,  and  the  Equipment  Notes,  as  well as all  renewals,  replacements,  and
amendments thereof.

     "Renewal  Term Note I" has the  meaning  set forth in  Section  2.2 of this
Amendment and includes all renewals,  replacements and amendments of the Renewal
Term Note I.

     "Renewal  Term Note II" has the  meaning  set forth in Section  2.2 of this
Amendment and includes all renewals,  replacements and amendments of the Renewal
Term Note II.

     "Term Loan I" has the meaning set forth in Section 2.1(b) of this Amendment
and includes all renewals of and amendments to Term Loan I.

     "Term  Loan  II" has the  meaning  set  forth  in  Section  2.1(b)  of this
Amendment and includes all renewals of and amendments to Term Loan II.

ARTICLE II.  MODIFICATION OF TERM LOAN

2.1  Bifurcation

     (a) U. S.  Bank  and  Borrower  hereby  acknowledge  that  the  outstanding
principal  balance  of the  Term  Loan  as of the  date  of  this  Amendment  is
$16,470,000.

     (b)  Effective  as of the date of this  Amendment,  the Term Loan  shall be
bifurcated into the following two loans:

          (i) a term loan  with an  initial  principal  balance  of  $13,000,000
     ("Term Loan I"); and

         (ii) a term loan  with an  initial  principal  balance  of  $3,470,000
     ("Term Loan II").

2.2  Renewal Term Notes

     Concurrently  with the execution of this Amendment,  Borrower shall execute
and deliver to U. S. Bank renewal  promissory notes in the forms attached hereto
as Exhibits A ("Renewal Term Note I") and B ("Renewal Term Note II") in order to
evidence  Term  Loan  I and  Term  Loan  II,  respectively,  which  shall  be in

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substitution  for, but not in payment of the Term Note and any previous renewals
thereof.  The Term  Note  and any  previous  renewals  thereof  shall be  marked
"renewed"  and  retained  by U. S. Bank  until Term Loan I and Term Loan II have
been repaid in full.

2.3  Interest

     Section  3.4 of the Credit  Agreement  is hereby  amended  to reflect  that
commencing as of the date of this Amendment,  Term Loan I and Term Loan II shall
bear interest at the Reference Borrowing Rate.

2.4  Repayment of Term Loan I and Term Loan II

     Section 3.5 of the Credit Agreement is deleted in its entirety and replaced
with the following:

          (a) On the first day of each month  until Term Loan I and Term Loan II
     are repaid in full,  Borrower  shall pay U. S. Bank an amount  equal to all
     accrued interest on Term Loan I and Term Loan II.

          (b) On January  4, 1999,  Borrower  shall make a  principal  reduction
     payment to be applied  against the  outstanding  principal  balance of Term
     Loan I in the amount of $4,780,000.

          (c) On January 4, 1999,  Borrower shall pay U. S. Bank all outstanding
     principal,  accrued  interest,  and other charges with respect to Term Loan
     II.

          (d) On April 30, 1999,  Borrower shall pay U. S. Bank all  outstanding
     principal, accrued interest, and other charges with respect to Term Loan I.

ARTICLE III.  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, Renewal Term Note I, and
Renewal Term Note II, each duly executed and delivered by Borrower.

     (b) U. S. Bank shall have  received a certified  resolution of the board of
directors of Borrower and each of the Subsidiaries in a form acceptable to U. S.
Bank.
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ARTICLE IV.  GENERAL PROVISIONS

4.1  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 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.

4.2  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.

4.3  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.

4.4  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.

4.5  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.

4.6  Release of Claims

     IN  CONSIDERATION  FOR U. S. BANK'S  AGREEMENT  TO  RESTRUCTURE  THE CREDIT
FACILITIES AS PROVIDED FOR IN THIS AMENDMENT,  BORROWER,  H.S.C.,  INC., SUNGOLD
EYEWEAR,  INC., AND PRIVATE EYES SUNGLASS  CORPORATION  EACH HEREBY RELEASES AND

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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.

4.7  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.

4.8  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


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                            U. S. BANK NATIONAL ASSOCIATION



                            By  /s/ David 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 4.6 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

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                            PRIVATE EYES SUNGLASS
                            CORPORATION, a Washington corporation


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