EXHIBIT 10.33

                 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
                 ----------------------------------------------

     This First Amendment to Loan and Security Agreement (the "AMENDMENT") is
made on November 20, 2000 by GMAC Business Credit, LLC ("LENDER") and ROCKY
SHOES & BOOTS, INC. and LIFESTYLE FOOTWARE, INC. ("BORROWERS").

                                    RECITALS
                                    --------

     A. Borrowers and Lender entered into a Loan and Security Agreement dated
September 18, 2000 (as amended from time to time, including by this Amendment,
the "LOAN AGREEMENT"). Capitalized terms used in this Amendment shall have the
meanings set forth in the Loan Agreement unless otherwise defined In this
Amendment.

     B. Borrowers and Lender wish to amend the Loan Agreement as set forth
herein to correct several typographical errors in the Loan Agreement.

     THEREFORE, in consideration of the mutual promises and agreements of the
parties hereinafter set forth and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, the parties agree as follows:

                              TERMS AND CONDITIONS

         1. Section 1(d) of the Loan Agreement is amended in its entirety to
read as follows:

          "Subject to SECTION 3.8 below, the applicable interest rate (prior to
          an Event of Default) on all Obligations is initially one-quarter
          percent (0.25%) per annum in excess of the Prime Rate OR 250 basis
          points (2.50%) per annum in excess of the applicable LIBOR Rate (the
          foregoing Interest rates are referred to as the "BASE RATES," a "BASE
          RATE," a "PRIME BASE RATE" or a "LIBOR BASE RATE," as applicable). The
          foregoing Base Rates may change based on the incentive pricing
          provisions of Section 3.8(f) below."


         2. The definition of Fixed Charge Coverage Ratio in section 2 of the
Loan Agreement is amended in its entirety to read as follows:

          " "FIXED CHARGE COVERAGE RATIO" means the ratio of (i) EBITDA MINUS
          internally funded capital expenditures to (ii) interest on account of
          all funded debt obligations, scheduled principal payments on long term
          indebtedness and scheduled payments on capitalized leases and all
          income taxes, all as determined according to generally accepted
          accounting principles, consistently applied."

         3. The reference in Section 3.3 of the Loan Agreement to "$850,000" is
amended to read "$822,000."

         4. The first section labeled 3.8(b) is amended to be labeled "18(b)(1)"
and the second section labeled 3.8(b) is amended to be labeled "3.8(b)(2)," and
references to such sections in the Loan Agreement are so amended MUTATIS
MUTANDIS.

         5. Section 9.2 of the Loan Agreement is amended in its entirety to read
as follows:

          "A default in the performance or observance of any term, condition or
          covenant in this Agreement, or in any other agreement or instrument
          made or given by any Borrower to Lender required to be observed or
          performed by any Borrower, with the exception of reporting
          requirements in SECTION 3.3 above, or in any other agreement or
          instrument made or given by any Borrower for money borrowed from or
          owing to any third party in excess of $250,000 which, are not cured
          within 7 days of the same first becoming known to any executive
          officer of Parent."

         6. Except as amended by this Amendment, all the terms and conditions in
the Loan Agreement remain in full force and effect.

         7. This Amendment constitutes the entire agreement of the parties in
connection with the subject matter of this Amendment and cannot be changed or
terminated orally. All prior agreements, understandings, representations,
warranties and negotiations regarding the subject matter hereof, if any, are
merged into this Amendment.


         8. Borrowers and the signatory noted below represent that all necessary
corporate action to authorize Borrowers to enter into this Amendment has been
taken, including, without limitation, board of directors approval and
resolutions necessary to authorize Borrowers' execution of this Amendment.

         9. This Amendment may be executed in counterparts, each of which when
so executed and delivered shall be deemed an original, and all of such
counterparts together shall constitute but one and the same agreement.

         10. This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of Michigan.


GMAC BUSINESS CREDIT, LLC                   ROCKY SHOES & BOOTS, INC.


By:  /s/ William Stewart                          By:  /s/ David Fraedrich
   ---------------------------------------           ---------------------------
     William Stewart                                   David Fraedrich
     Director                                          Executive Vice President


LIFESTYLE FOOTWARE, INC.


By:  /s/ David Fraedrich
   ---------------------------------------
     David Fraedrich
     Executive Vice President