
<PAGE>   1
                                                                     Exhibit 4.5


                     AMENDMENT TO REVOLVING CREDIT AGREEMENT
                     ---------------------------------------

      This Amendment to Revolving Credit Agreement (this "Amendment") is entered
into at Columbus, Ohio, by and among The Huntington National Bank, The Bank of
New York and Bank One, N.A., as lenders (the "Banks"); The Huntington National
Bank as agent (the "Agent"); and R.G. Barry Corporation, as borrower (the
"Borrower"), as of the 17th day of March, 2000, in order to amend the Revolving
Credit Agreement entered into by and among the Banks and the Borrower as of the
28th day of February, 1996, (the "Credit Agreement").

      Whereas, the parties to this Amendment desire to amend certain of the
provisions of the Credit Agreement, the Credit Agreement is hereby amended as
follows:

         1.       Section 1 of the Credit Agreement is hereby amended to recite
in its entirety as follows:

                  SECTION 1.  COMMITMENTS.

                           1.1 BASIC COMMITMENT TERMS. The Borrower has applied
                  to the Banks for revolving credit loans up to an aggregate
                  principal amount of $42,000,000, the proceeds of which are to
                  be used by the Borrower for general corporate purposes,
                  including, without limitation, seasonal financing of inventory
                  and accounts receivable. Each of the Banks is willing to make
                  such loans to the Borrower upon the terms and subject to the
                  conditions hereinafter set forth up to a maximum aggregate
                  principal amount not in excess of the amount set forth
                  opposite its name below and otherwise in accordance with the
                  pro rata requirements of Section 4 hereof (said amount being
                  hereinafter called the "Commitment" of such Bank and
                  collectively called the "Commitments"):

<TABLE>
<CAPTION>
                  BANK                         ADDRESS                    COMMITMENT
                  ----                         -------                    ----------

<S>                                       <C>                           <C>
                  The Bank of New York      One Wall Street
                                            New York,
                                            New York,  10286              $14,000,000

                  The Huntington            41 South High Street
                  National Bank             Columbus, OH  43287           $14,000,000

                  Bank One, N.A.            100 East Broad Street
                                            Columbus, Ohio 43215          $14,000,000
</TABLE>

                           1.2 COMMITMENT LIMITATIONS. Notwithstanding the
                  foregoing, during the following periods in each year occurring
                  during the term of this Agreement


<PAGE>   2

                  the aggregate Commitments of the Banks (each Bank's individual
                  Commitment being one third (1/3) of the aggregate) shall be in
                  an amount equal to the lesser of the following amounts or the
                  amount to which the Commitments have been reduced pursuant to
                  Section 4.6 hereof.

                  PERIOD                                       COMMITMENT
                  ------                                       ----------
                  From 01/01 through 01/31                    $3,000,000
                  From 02/01 through 03/31                    $15,000,000
                  From 04/01 through 06/30                    $30,000,000
                  From 07/01 through 11/29                    $42,000,000
                  From 11/30 through 12/31                    $27,000,000


                       1.3 BORROWING BASE. Notwithstanding the foregoing
                  provisions of Sections 1.1 and 1.2, the aggregate principal
                  balance of the Loans at any time outstanding shall not exceed
                  the lesser of (a) the aggregate Commitments of the Banks,
                  reduced as provided in Section 1.2 and (b) the Borrowing Base
                  (as hereinafter defined). As used herein, "Borrowing Base"
                  shall mean the sum of (i) 80% of the Company's Eligible
                  Accounts plus (ii) 40% of the Company's Eligible Inventory.

        2.        Section 3.2 of the Credit Agreement is hereby amended to
recite in its entirety as follows:

                  "Alternate Base Rate" means, for any day, a rate per annum
                  equal to the higher of (a) the Prime Rate in effect on such
                  day or (b) the Federal Funds Rate in effect on such day plus
                  1/2 of 1%.

         3.       Section 3.21 of the Credit Agreement is hereby amended to
recite in its entirety as follows:

                  "Eurodollar Interest Rate" means a rate per annum equal to
LIBOR plus one and one-half percent (1.50%).


         4.       Section 3.39 of the Credit Agreement is hereby amended to
recite in its entirety as follows:

                        "Prime Rate" means the prime commercial rate of The
                  Huntington National Bank, as such rate is established and made
                  available from time to time based on its consideration of
                  economic, money market, business and competitive factors, and
                  it is not necessarily such Bank's most favored rate, such rate
                  to be adjusted

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                  automatically, without notice, on the effective date of any
                  change in such rate.

         5.       Section 3.43 of the Credit Agreement is hereby amended to
recite in its entirety as follows:

                  "Termination Date" means December 31, 2001, or such later
                  date(s) to which the Commitments may be extended from time to
                  time pursuant to the provisions of this Agreement.

         6.       A new Section 3.45 is hereby added to the Credit Agreement,
to read in its entirety as follows:

                  ELIGIBLE ACCOUNTS. The term "Eligible Accounts" means the
                  portion of the Borrower's accounts arising in the ordinary
                  course of the Borrower's business from the sale of goods or
                  services to an individual, partnership, corporation, limited
                  liability company or other entity (an "Account Debtor") that
                  the Agent determines, in its sole and reasonable discretion,
                  based on credit policies, market conditions, the Borrower's
                  business and other criteria, is eligible for inclusion in the
                  Borrowing Base. An account shall not be deemed an Eligible
                  Account unless such account is evidenced by an invoice or
                  other documentary evidence satisfactory to the Agent; is
                  unconditionally due and payable in U.S. dollars to the
                  Borrower from the Account Debtor; and meets all the following
                  requirements until it is collected in full: (a) the account is
                  due and payable (in U.S. dollars), exclusive of sales or other
                  taxes, not more than 60 days from the date of the original
                  invoice therefor and is not more than 60 days past-due, or if
                  a special dating program has been approved in writing by the
                  Agent, the account is due and payable on a date permitted by
                  the terms of such dating program and is not past-due; (b) the
                  account arises from the completed performance of a sale of
                  goods and/or related services, does not constitute a progress
                  billing or advance billing, a "bill and hold," guaranteed
                  sale, sale and return, or other repurchase and return basis,
                  and all such goods have been lawfully shipped (or related
                  services provided) and invoiced to the Account Debtor, and
                  upon the Agent's reasonable request, copies of all invoices,
                  together with all shipping documents and delivery receipts
                  evidencing such shipment having been delivered to the Agent;
                  (c) the account does not arise from a contract with any
                  government or agency thereof or from an individual; (d) the
                  account is not subject to any dispute, prior assignment,
                  claim, lien, subrogation rights, security interest, levy or
                  setoff; (e) the account is not subject to any credit, contra
                  account, allowance, adjustment, levy, return of goods, or
                  discount (collectively



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                  a "Contra"), provided, however, that unless the Account Debtor
                  has asserted a Contra, if the amount of the account exceeds
                  the amount of the Contra, such excess shall be considered for
                  eligibility if such excess meets all other requirements of
                  this section; (f) the account does not arise from an Affiliate
                  of the Borrower or any Subsidiary; (g) the account does not,
                  when added to all other accounts of the Account Debtor with
                  the Borrower, produce an aggregate indebtedness from the
                  Account Debtor of more than 30% of the total of all the
                  Borrower's Eligible Accounts; (h) the Account Debtor is not
                  subject to bankruptcy, receivership or similar proceedings and
                  is not insolvent; (i) the account is not evidenced by any
                  chattel paper, promissory note, payment instrument or written
                  agreement; (j) the account does not arise from an Account
                  Debtor whose mailing address is located outside the United
                  States unless (i) the payment for the goods which give rise to
                  such account is assured by an irrevocable letter of credit
                  received by the Borrower, such letter of credit is from a bank
                  acceptable to the Agent and is in form and substance
                  acceptable to the Agent, and payable in the full amount of the
                  account in United States dollars at a place of payment located
                  within the United States, and the proceeds of such letter of
                  credit have been duly assigned to the Agent, to its
                  satisfaction, or (ii) the aggregate amount of all accounts
                  outstanding of such Account Debtor with its mailing address or
                  chief executive office located outside the United States does
                  not exceed $1,000,000; provided, however, that, for the
                  purposes of this subsection, WalMart Canada shall not be
                  deemed an Account Debtor with a mailing address or chief
                  executive office located outside the United States; (k) the
                  account does not arise from an Account Debtor to whom goods
                  are shipped on a "cash on delivery" or C.O.D. basis; (l) the
                  account does not arise from an Account Debtor who has more
                  than 50% of its accounts with the Borrower more than 90 days
                  past due; and (m) the Agent has not notified the Borrower that
                  the account or the Account Debtor is unsatisfactory or
                  unacceptable (although the Agent reserves the right to do so
                  in its sole discretion at any time).

         7.       A new Section 3.46 is hereby added to the Credit Agreement,
to read in its entirety as follows:

                  ELIGIBLE INVENTORY. The term "Eligible Inventory" means that
                  portion of the Borrower's inventory, including finished goods
                  and raw materials related to its principal product lines,
                  subject to no Liens, and that the Agent determines in its sole
                  discretion from time to time, based on credit policies, market
                  conditions, the Borrower's business and other matters, is
                  eligible for use in calculating the Borrowing Base. For
                  purposes of determining the Borrowing Base, Eligible


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                  Inventory shall not include tooling, work in process, slow
                  moving, obsolete or discontinued inventory, supply items,
                  packaging, or the freight portion of raw materials, inventory
                  in the control of a third Person for processing or storage,
                  consigned inventory, or inventory in transit. All inventory
                  shall be valued at the lesser of cost (on a FIFO basis) or
                  market.

         8.       A new Section 3.47 is hereby added to the Credit Agreement,
to read in its entirety as follows:

                  REQUIRED BANKS. "Required Banks" means Banks holding at least
                  66-2/3% in dollar amount of the aggregate Loans outstanding
                  under this Agreement, or, in the event there are no amounts
                  outstanding, 66-2/3% of the aggregate Commitments.

         9.       Section 4.1 of the Credit Agreement is hereby amended to
recite in its entirety as follows:

                  AMOUNT OF REVOLVING CREDIT. Relying on the foregoing
                  representations and warranties and subject to the agreements
                  and covenants hereinafter contained, each Bank agrees to make
                  Loans (which may be either Domestic Loans or Eurodollar Loans,
                  or any combination) to the Borrower, from time to time from
                  the date hereof to the Termination Date, at such times and in
                  such amounts as the Borrower shall request, in the aggregate
                  not in excess of such Bank's Commitment. The Borrower shall
                  give the Agent written or telephonic notice by 12:00 Noon,
                  Columbus, Ohio, time, three Business Days prior to the date of
                  intended borrowing with respect to any Eurodollar Loan
                  hereunder and written or telephonic notice by 10:00 a.m.,
                  Columbus, Ohio, time, on the same Business Day with respect to
                  any Domestic Loan, which notice shall specify the proposed
                  date of borrowing, the amount thereof, whether such loan is to
                  be a Domestic Loan or a Eurodollar Loan, and if a Eurodollar
                  Loan, the Interest Period selected. The Agent shall notify the
                  Borrower of the relevant Eurodollar Interest Rate at
                  approximately 11:00 a.m., Columbus, Ohio, time, two Business
                  Days prior to the date of intended borrowing. The Borrower
                  shall accept or reject such Eurodollar Rate upon such
                  notification, and such acceptance or rejection shall be
                  irrevocable. In the event of rejection such Loan shall be a
                  Domestic Loan. Each Loan shall be in the amount of $100,000 or
                  an integral multiple thereof in the case of a Domestic Loan or
                  in an amount of not less than $1,000,000 and increments of
                  $250,000 thereafter in the case of a Eurodollar Loan.
                  Notwithstanding the foregoing, the Borrower shall not have

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                  outstanding any more than seventeen (17) Eurodollar Loans per
                  Bank at any one time. The Loans shall be evidenced by
                  Revolving Credit Notes (as defined in Section 4.2 hereof).

         10.      An additional sentence is added to Section 8.1 of the
Agreement, to read in its entirety as follows:

                  The Borrower will furnish to the Banks within 20 days of the
                  end of each fiscal month a certificate in the form of EXHIBIT
                  8.1 signed by its chief financial officer setting forth the
                  calculation of the Borrowing Base as of the end of such month.

         11.      Section 9.5 of the Credit Agreement is hereby amended to
read in its entirety as follows:

                  INTEREST COVERAGE. Permit the ratio of Consolidated Net Income
                  PLUS Consolidated Net Interest Expense, consolidated taxes,
                  consolidated amortization and consolidated depreciation to
                  Consolidated Net Interest Expense to be less than 1.3 to 1.0
                  on a four quarter rolling basis; provided, however, that
                  compliance with this section will not be required for the
                  three consecutive fiscal quarters ending on September 30,
                  2000.

         12.      A new Section 9.17 is hereby added to the Credit Agreement
 to read in its entirety as follows:

                  EBITDA. Permit Consolidated Net Income PLUS Consolidated Net
                  Interest Expense, consolidated taxes, consolidated
                  amortization and consolidated depreciation ("EBITDA") to be
                  less than the following amounts for each of the following
                  fiscal quarters:

                           QUARTER ENDING            EBITDA
                           --------------            ------

                           April 1, 2000           ($6,500,000)
                           July 1, 2000            ($3,500,000)
                           September 30, 2000       $6,500,000

                  In testing compliance with this section, the Borrower shall be
                  permitted to carry over any amount of EBITDA not exceeding
                  $1,500,000 achieved in the previous fiscal quarter that
                  exceeds the amount required by this section.

         13.      Section 12 of the Credit Agreement is hereby amended to
 recite in its entirety as follows:



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                  SECTION 12. APPOINTMENT OF AGENT; ARRANGEMENT BETWEEN THE
                  BANKS.

                  12.1     APPOINTMENT.

                           Each Bank hereby designates The Huntington National
                  Bank to act as Agent for such Bank under this Agreement and
                  the Loan Documents. Each Bank hereby irrevocably authorizes
                  the Agent to take such action on its behalf under the
                  provisions of this Agreement and any other instruments and
                  agreements referred to herein and to exercise such powers and
                  to perform such duties hereunder and thereunder as are
                  specifically delegated to or required of the Agent by the
                  terms hereof and thereof and such other powers as are
                  reasonably incidental thereto, including amendments to this
                  Agreement not otherwise specifically discussed herein. The
                  Agent shall hold all payments of principal and interest, fees
                  (except the agency fee), charges and collections received
                  pursuant to this Agreement, for the benefit of the Banks as
                  provided herein. The Agent shall receive from the Borrower and
                  distribute to the Banks all information required by the terms
                  of this Agreement to be delivered by the Borrower to the
                  Banks. The Agent may perform any of its duties hereunder by or
                  through its agents or employees. As to any matters not
                  expressly provided for by this Agreement, the Agent shall not
                  be required to exercise any discretion or take any action, but
                  shall be required to act or to refrain from acting (and shall
                  be fully protected in so acting or refraining from acting)
                  upon the instructions of the Required Banks; PROVIDED,
                  HOWEVER, that the Agent shall not be required to take any
                  action that exposes the Agent to liability or which is
                  contrary to any of the Loan Documents or applicable law unless
                  the Agent is furnished with an indemnification reasonably
                  satisfactory to the Agent with respect thereto. The Borrower
                  agrees to pay to the Agent in advance, on March 17 of each
                  year, an agency fee in the amount of $10,000.

                  12.2     NATURE OF DUTIES.

                           The Agent shall not have any duties or
                  responsibilities except those expressly set forth in this
                  Agreement. Neither the Agent nor any of the Agent's officers,
                  directors, employees or agents shall be (a) liable for any
                  action taken or omitted by them as such hereunder or in
                  connection herewith, unless caused by their willful misconduct
                  or gross negligence, or (b) responsible in any manner to any
                  Bank for any recitals, statements, representations or
                  warranties made by the


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                  Borrower or any officer thereof contained in this Agreement,
                  or in any of the Loan Documents or in any certificate, report,
                  statement or other document referred to or provided for in, or
                  received by the Agent under or in connection with this
                  Agreement or for the value, validity, effectiveness,
                  genuineness, enforceability or sufficiency of this Agreement
                  or any of the Loan Documents or for any failure of the
                  Borrower to perform its obligations hereunder. The Agent shall
                  not be under any obligation to any Bank to ascertain or to
                  inquire as to the observance or performance of any of the
                  agreements contained in, or conditions of, this Agreement, or
                  any of the Loan Documents, or to inspect the properties, books
                  or records of the Borrower. The duties of the Agent shall be
                  mechanical and administrative in nature; the Agent shall not
                  have by reason of this Agreement a fiduciary relationship in
                  respect of any Bank; and nothing in this Agreement, expressed
                  or implied, is intended to or shall be so construed as to
                  impose upon the Agent any obligations in respect of this
                  Agreement except as expressly set forth herein.

                  12.3 LACK OF RELIANCE ON THE AGENT; RESIGNATION.

                       Independently and without reliance upon the Agent, each
                  Bank has made and shall continue to make (a) its own
                  independent investigation of the financial condition and
                  affairs of the Borrower in connection with the making and the
                  continuance of the Loans hereunder and the taking or
                  refraining from taking of any action in connection herewith,
                  and (b) its own credit analysis or appraisal of the
                  creditworthiness of the Borrower. In addition, each Bank has
                  reviewed and approved the form and substance of each of the
                  Loan Documents. The Agent shall not have any duty or
                  responsibility either initially or on a continuing basis to
                  provide any Bank with any credit or other information with
                  respect thereto, whether coming into its possession before
                  the making of the Loans or at any time or times thereafter.
                  The Agent has not made any representation or warranty,
                  express or implied, with respect to, and shall not be
                  responsible to any Bank for (a) any recitals, statements,
                  information, representations or warranties contained in this
                  Agreement, the Loan Documents, or in any agreement, document,
                  certificate or a statement delivered in connection herewith;
                  (b) the execution, effectiveness, genuineness, validity,
                  collectibility or sufficiency of this Agreement; or of the
                  financial condition or creditworthiness of the Borrower; (c)
                  the collectibility of the Loans, or (d) any other matter
                  having any relation to this Agreement, the Loans or the Loan
                  Documents. The Agent shall not be required to make any
                  inquiry concerning either the performance or observance of
                  any of the terms, provisions or


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                  conditions of this Agreement or the Loan Documents, or the
                  financial condition or creditworthiness of Borrower or the
                  existence of any Event of Default or any condition, event or
                  act that, with notice or lapse of time or both, would
                  constitute such an Event of Default.

                           The Agent shall have the right to resign on thirty
                  days' written notice to the Banks, and upon such resignation,
                  the Required Banks shall designate a successor agent. The
                  Required Banks, with the consent of the Borrower if there is
                  then existing no Event of Default, shall have the right to
                  remove the Agent based upon the failure of the Agent to
                  perform the duties described in this Agreement and to appoint
                  a successor Agent. The consent of the Borrower shall not be
                  unreasonably withheld. Any successor agent shall succeed to
                  the rights, powers and duties of the Agent, and the term
                  "Agent" shall mean such respective successor agent effective
                  upon its appointment, and the former Agent's rights, powers
                  and duties as Agent shall be terminated, without any other or
                  further act or deed on the part of such former Agent. After
                  any Agent's resignation or removal hereunder, the provisions
                  of this section shall continue to inure to its benefit as to
                  any actions taken or omitted to be taken by it while it was
                  Agent under this Agreement.

                  12.4     CERTAIN RIGHTS OF THE AGENT.

                           Subject to the provisions of this Agreement, if the
                  Agent shall request instructions from the Banks with respect
                  to any act or action (including failure to act) in connection
                  with this Agreement, the Agent shall be entitled to refrain
                  from such act or taking such action unless and until the Agent
                  shall have received instructions from the Required Banks; and
                  the Agent shall not incur liability to any Bank or any other
                  party by reason of so refraining. Without limiting the
                  foregoing, none of the Banks shall have any right of action
                  whatsoever against the Agent as a result of its acting or
                  refraining from acting hereunder in accordance with the
                  instructions of the Required Banks. In the event that the
                  Agent at any time requests approval for any proposed course of
                  action relating to the Loans or this Agreement and any one or
                  more of the Banks fails to respond in writing within thirty
                  calendar days of the date of such request, each Bank so
                  failing to respond shall be conclusively deemed to have given
                  its approval to such proposed action.

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                  12.5     RELIANCE.

                           The Agent shall be entitled to rely, and shall be
                  fully protected in relying, upon any writing, affidavit
                  resolution, notice, statement, certificate, telex, teletype or
                  telecopier message, cablegram, order or other document or
                  telephone message believed by it to be genuine and correct
                  and, with respect to all legal matters pertaining to this
                  Agreement and its duties hereunder, upon advice and statements
                  of legal counsel (including, without limitation, counsel to
                  the Borrower), independent accountants and other experts
                  selected by the Agent. The Agent may employ agents and
                  attorneys-in-fact and shall not be liable for the default or
                  misconduct of any such agents or attorneys-in-fact selected by
                  the Agent.

                  12.6     NOTICE OF DEFAULT.

                           The Agent shall not be deemed to have knowledge or
                  notice of the occurrence of any Event of Default hereunder or
                  under the Loan Documents, unless the Agent has received
                  written notice from a Bank or the Borrower referring to this
                  Agreement, describing such Event of Default and stating that
                  such notice is a "notice of default." In the event that the
                  Agent receives such a notice, the Agent shall promptly give
                  notice thereof to each Bank. The Agent shall take such action
                  with respect to such Event of Default as shall be reasonably
                  directed by the Required Banks; PROVIDED that unless and until
                  the Agent shall have received such directions, the Agent may
                  (but shall not be obligated to) take such action, or refrain
                  from taking such action, with respect to such Event of Default
                  as they shall deem advisable in the best interests of the
                  Banks.

                  12.7     INDEMNIFICATION.

                           To the extent the Agent is not reimbursed and
                  indemnified by the Borrower, each Bank will reimburse and
                  indemnify the Agent pro rata in proportion to its Commitment
                  Limit for and against any and all liabilities, obligations,
                  losses, damages, penalties, actions, judgments, suits, costs,
                  expenses or disbursements of any kind or nature whatsoever
                  which at any time (including, without limitation, at any time
                  following the payment of the Loans) may be imposed on,
                  incurred by or asserted against the Agent in performing its
                  duties hereunder, or in any way relating to or arising out of
                  this Agreement, the Loan Documents, or any documents
                  contemplated by or referred to therein or the transactions
                  contemplated thereby or any action taken or omitted by the
                  Agent in any such capacity thereunder or in


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                  connection therewith; provided that, the Banks shall not be
                  liable for any portion of such liabilities, obligations,
                  losses, damages, penalties, actions, judgments, suits, costs,
                  expenses or disbursements resulting from the Agent's willful
                  misconduct or gross negligence. The provisions of this Section
                  12.7 shall survive the termination of this Agreement and the
                  payment in full of all notes outstanding pursuant hereto.

                  12.8     THE AGENT IN ITS INDIVIDUAL CAPACITY.

                           The Agent and its affiliates may accept deposits
                  from, make loans or otherwise extend credit to, and generally
                  engage in any kind of banking or trust business with, the
                  Borrower or its affiliates, and receive payment on such loans
                  or extensions of credit or otherwise act with respect thereto
                  fully and without accountability to the Banks in the same
                  manner as if the Agent was not performing the duties specified
                  herein and the transactions described herein were not in
                  effect. Each of the Banks and their affiliates shall have the
                  right similarly to engage in such banking or trust business
                  with the Borrower and its affiliates.

                           No Bank shall have an interest in any property taken
                  as collateral or security for any loans or extensions of
                  credit made by another Bank, the Agent, or any of their
                  respective affiliates or in any property in any such party's
                  possession or control, or in any deposit held or other
                  indebtedness owing by any such party or its affiliates, which
                  may be or become collateral for or otherwise available for
                  payment of the Loans by reason of the general description of
                  secured obligations contained in any security agreement or
                  other instrument held by such party or by reason of the right
                  of set off, counterclaim or otherwise, except that if such
                  property, deposit or indebtedness or the proceeds thereof
                  shall be applied in reduction of the Loans, each Bank shall be
                  entitled to its pro rata percentage of such application. The
                  Agent shall not have any obligation to make any claim against,
                  or assert any lien upon or right of set off against, any such
                  property held by the Agent or any of the Banks.

                  12.9     AMENDMENT AND MODIFICATIONS.

                           The Agent may, subject to the provisions of this
                  Section 12.9, and to the other provisions of this Agreement
                  requiring the approval of certain matters by the Banks or the
                  Required Banks, from time to time enter into written
                  amendments or supplemental agreements to this Agreement or to
                  the Loan Documents executed by the Borrower


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<PAGE>   12

                  (other than the notes delivered by the Borrower to the Banks),
                  for the purpose of adding or deleting any provisions of this
                  Agreement or the Loan Documents, or otherwise changing,
                  varying or waiving in any manner the rights of the Banks, the
                  Agent or the Borrower thereunder or the conditions, provisions
                  or terms thereof, or waiving any Event of Default thereunder,
                  but only to the extent specified in such written agreements;
                  provided, however, that no such amendment or supplemental
                  agreement shall without the consent of all the Banks: (a)
                  extend the maturity of the Loans, or waive or extend the time
                  for the payment of principal, interest or fees, (b) increase
                  the principal amount of the Loans, (c) decrease the rate or
                  rates of interest thereon or any fee payable by the Borrower
                  to the Banks pursuant to this Agreement, (d) alter or amend
                  the provisions of Section 9.17, (e) alter, amend or modify the
                  automatic nature of an Event of Default pursuant to Sections
                  13.1.5 or 13.1.6, (f) alter, amend or modify this Section 12.9
                  or any section providing a right of approval to the Banks or
                  the Required Banks, (g) alter the meaning of the term Required
                  Banks, or (h) change the rights and duties of the Agent. Any
                  such amendment or supplemental agreement shall be binding upon
                  the Borrower, the Banks, the Agent and any of them, and a copy
                  thereof shall be delivered by the Agent to each of the Banks
                  promptly upon execution. No waiver of a specific Event of
                  Default shall extend to any subsequent Event of Default
                  (whether or not the subsequent Event of Default is the same as
                  the Event of Default which was waived), or impair any right
                  consequent thereon.

                  12.10    PRO RATA TREATMENT AND PAYMENTS.

                           Each borrowing or extension of credit under the Loans
                  from the Banks, each payment (including each prepayment) by
                  the Borrower of principal, interest, and fees (except the
                  agency fee) provided for in the Agreement on the Loans and all
                  proceeds from any liquidation of collateral shall be made or
                  applied pro rata pursuant to the respective Commitment Limits
                  of the Banks; provided that no Commitment Fee shall be payable
                  to any Bank that may have ceased to fund its Pro Rata Share of
                  Advances hereunder.

                  12.11    FUNDING OF ADVANCES.

                           On the date of the closing of the Loans or any later
                  date when funds are to be disbursed to the Borrower pursuant
                  to the Loans, each Bank shall pay to the Agent its Pro Rata
                  Share of the amount of the disbursement, in funds available
                  for immediate use, by 1:00 p.m. Columbus, Ohio, time on the
                  same banking day on which any Loan is


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                  made, provided, however, that the Agent shall give each Bank
                  notice of a Eurodollar Loan promptly after notice is received
                  from the Borrower and shall give each Bank notice of the
                  funding of a Domestic Loan no later than 12:00 Noon, Columbus,
                  Ohio, time on the banking day on which the Loan is to be made.
                  In the event any Bank fails or refuses to make payment to the
                  Agent as required herein, then the Agent shall be entitled to
                  pursue all remedies and rights permitted by this Agreement,
                  law, or equity and further shall be entitled to, but not be
                  required to, do all or any of the following: (a) fund such
                  Bank's Pro Rata Share of the disbursement, (b) accrue interest
                  on any unpaid amount at the Federal Funds Rate, (c) withhold
                  from such Bank all interest, principal, fees and late charges
                  attributable to such Bank's Pro Rata Share thereof through the
                  date such Bank funds its Pro Rata Share thereof and pays the
                  interest due thereon, plus any additional cost or expense,
                  including without limitation, reasonable attorneys fees,
                  incurred by the Agent as a result of such Bank's failure to
                  pay, and (d) offset against such Bank's Pro Rata Share all
                  sums received by the Agent in connection with the Loan until
                  reimbursed by the Bank that failed or refused to make such
                  payment. All payments received by the Agent in respect of the
                  Loans shall be distributed pro rata to the Banks promptly
                  after the Agent shall have collected such payment in
                  immediately available funds.

                  12.12    DELINQUENCY.

                           Upon the occurrence and continuance of an Event of
                  Default pursuant to this Agreement, the Agent shall consult
                  with each Bank regarding the course of action to be taken with
                  respect to such default. If the Agent does not receive an
                  agreed course of action to be taken from the Required Banks,
                  the Agent thereafter shall take such action as it shall in
                  good faith deem necessary to protect the interests of the
                  Banks, including, but not limited to, acceleration of the
                  Loans. In the event that the Agent shall have received no
                  direction from the Required Banks and shall be unable to agree
                  on a course of action, the AGENT shall, as agent for and in
                  the name of the Banks, promptly institute all such civil
                  actions as may be required to obtain judgments on all
                  promissory notes evidencing the Loans. The failure of the
                  Agent or any Bank to discuss any proposed course of conduct
                  with any other Bank or the Agent shall not be asserted by the
                  Borrower to be a breach of this Agreement by the Agent or such
                  Bank, nor will it in any way impair the enforceability of any
                  action taken to declare the Loans in default and/or accelerate
                  the maturity thereof.

                                     - 13 -
<PAGE>   14

                  12.13    EQUALIZATION.

                           (a) If any Bank (a "Benefitted Bank") shall at any
                  time receive any payment of all or part of its Pro Rata Share
                  of the Loans, or interest thereon, or receive any property in
                  respect thereof (whether voluntarily or involuntarily by
                  set-off) in a greater proportion than any such payment to and
                  property received by any other Bank, in respect of such other
                  Bank's Pro Rata Share of the Loans, or interest thereon, and
                  such greater proportionate payment or receipt of property is
                  not expressly permitted hereunder, such Benefitted Bank shall
                  purchase for cash from the other Bank such portion of each
                  such other Bank's Pro Rata Share of the Loans, or shall
                  provide such other Bank with the benefits of any such
                  property, or the proceeds thereof, as shall be necessary to
                  cause such Benefitted Bank to share the excess payment or
                  benefits of such collateral or proceeds ratably with each
                  Bank; PROVIDED, HOWEVER, that if all or any portion of such
                  excess payment or benefits is thereafter recovered from such
                  Benefitted Bank, such purchase shall be rescinded, and the
                  purchase price and benefits returned, to the extent of such
                  recovery, but without interest. The Borrower agree that each
                  Bank so purchasing a portion of another Bank's Pro Rata Share
                  of the Loans may exercise all rights of payment (including,
                  without limitation, rights of set-off) with respect to such
                  portion as fully as if such Bank were the direct holder of
                  such portion.

                           (b) In addition to any rights and remedies of the
                  Agent and the Banks provided by law, upon the occurrence of an
                  Event of Default pursuant to this Agreement, each Bank shall
                  have the right, without prior notice to the Borrower, any such
                  notice being expressly waived by the Borrower, to the extent
                  permitted by applicable law, to set off and apply against any
                  indebtedness, at, or at any time after, the occurrence of any
                  of the above-mentioned events. To the extent permitted by
                  applicable law, the aforesaid right of set off may be
                  exercised by such Bank against the Borrower or against any
                  trustee in bankruptcy, custodian, debtor-in-possession,
                  assignee for the benefit of creditors, receiver or execution,
                  judgment or attachment creditor of the Borrower, or against
                  anyone else claiming through or against the Borrower or
                  against any such trustee in bankruptcy, custodian,
                  debtor-in-possession, assignee for the benefit of creditors,
                  receivers, or execution, judgment or attachment creditor,
                  notwithstanding the fact that any such right of set off shall
                  not have been exercised by such Bank prior to the making,
                  filing or issuance, or service upon such Bank of, notice of,
                  any such petition, assignment for the benefit


                                     - 14 -
<PAGE>   15

                  of creditors, appointment or application for the appointment
                  of a receiver, or issuance of execution, subpoena, order or
                  warrant.

                  12.14    ASSIGNMENT OF INTERESTS.

                           (a) This Agreement and the Loan Documents shall be
                  binding upon and inure to the benefit of the Borrower, the
                  Banks, the Agent, all future holders of the promissory notes
                  and guarantees comprising a portion of the Loan Documents and
                  their respective successors and assigns, except that the
                  Borrower may not assign or transfer any of its rights or
                  obligations under this Agreement or the Loan Documents without
                  the prior written consent of each Bank.

                           (b) Each Bank shall have the right at any time, upon
                  the written approval of the Agent and the Borrower (which
                  approval of the Borrower shall not be required if there has
                  occurred and is continuing an Event of Default) following
                  notice of its intent to do so, to sell, assign, transfer or
                  negotiate all or any part of its Pro Rata Share of the Loans
                  to one or more other financial institutions upon the payment
                  to the Agent of an assignment fee in the amount of $3,000. The
                  approval of the Agent and the Borrower shall not be
                  unreasonably withheld. Every such sale, transfer or
                  assignment, other than the sale of a participation interest
                  only, shall be in the minimum amount of $5,000,000. Subject to
                  the provisions of Section 12.14(c), any Bank may sell
                  participation interests without the approval of any other
                  party.

                           (c) No Bank shall, as between and among the Borrower,
                  the Agent and such Bank, be relieved of any of its obligations
                  hereunder as a result of any sale of a participation interest
                  in all or any part of its interest in the Loans, and each such
                  selling Bank shall have the obligation to subservice all such
                  participation interests sold.

         14. The Borrower represents and warrants that no Event of Default has
occurred and is continuing, nor will any occur immediately after the execution
and delivery of this Amendment by the performance or observance of any provision
hereof.

         15. Each reference to the Credit Agreement, whether by use of the
phrase "Credit Agreement," "Agreement," the prefix "herein" or any other term,
and whether contained in the Credit Agreement itself, in this Amendment, in any
document executed concurrently herewith or in any loan documents executed
hereafter, shall be construed as a reference to the Credit Agreement as
previously amended and as amended by this Amendment.



                                     - 15 -
<PAGE>   16

         16. Except as previously amended and as modified herein, the Credit
Agreement and the Loan Documents shall remain as written originally and in full
force and effect in all respects, and nothing herein shall affect, modify, limit
or impair any of the rights and powers which the Banks may have thereunder.

         17. The Borrower agrees to perform and observe all the covenants,
agreements, stipulations and conditions to be performed on its part under the
Credit Agreement, the promissory notes executed and delivered in connection
herewith, the Loan Documents, and all other related agreements, as amended by
this Amendment.

         18. The Borrower hereby represents and warrants to the Agent and the
Banks that (a) the Borrower has legal power and authority to execute and deliver
the within Amendment; (b) the respective officer executing the within Amendment
on behalf of the Borrower has been duly authorized to execute and deliver the
same and bind the Borrower with respect to the provisions provided for herein;
(c) the execution by the Borrower and the performance and observance by the
Borrower of the provisions hereof do not violate or conflict with the articles
of incorporation, regulations or by-laws of the Borrower or any law applicable
to the Borrower or result in the breach of any provision of or constitute a
default under any agreement, instrument or document binding upon or enforceable
against the Borrower; and (d) this Amendment and the promissory notes executed
and delivered in connection herewith, constitute valid and legally binding
obligations upon the Borrower, subject to applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally, to
general equitable principles and to applicable doctrines of commercial
reasonableness.

         19. This Amendment shall become effective only upon its execution by
the Borrower, the Banks and the Agent; the execution and delivery by the
Borrower to each Bank of a promissory note substantially in the form attached
hereto as Exhibit "A", payable to the order of such Bank, duly executed on
behalf of the Borrower, and dated the date of this Amendment; the payment by the
Borrower of the agency fee due March 17, 2000; and the payment by the Borrower
of the unpaid portion of the waiver fee due in connection with the consent to
the existence of an Event of Default granted by the Banks effective as of
December 31, 1999. Execution of this Amendment by the parties hereto may be in
any number of counterparts, but all of such counterparts when taken together
shall constitute one and the same document.

         20. The capitalized terms used herein shall have the same meanings as
the capitalized terms used in the Credit Agreement.


                                     - 16 -
<PAGE>   17


         IN WITNESS WHEREOF, the Borrower, the Banks and the Agent have hereunto
set their hands as of the 17th day of March, 2000.

<TABLE>
<S>                                     <C>
ATTEST:                                    R. G. BARRY CORPORATION

/S/ Joan Faulkner                          By: /S/ Michael Krasnoff
------------------------------------           --------------------
                                               Michael S. Krasnoff, Vice President

                                           THE HUNTINGTON NATIONAL BANK,
                                           Individually and as Agent

                                           By: /S/ Frederick G. Hadley
                                               -------------------------
                                                Frederick G. Hadley, Senior Vice President

                                           THE BANK OF NEW YORK

                                           By: /S/ William M. Barnum Jr.
                                               -------------------------
                                               William M. Barnum, Jr., Vice President

                                           BANK ONE, N.A.

                                            By: /S/ Thomas Redmond
                                               -------------------------
                                               Thomas Redmond, Managing Director
</TABLE>

                                     - 17 -
<PAGE>   18


                                    EXHIBIT A

                              REVOLVING CREDIT NOTE

March __, 2000                                                      $14,000,000

         FOR VALUE RECEIVED, the undersigned, R. G. BARRY CORPORATION, an Ohio
corporation, promises to pay to ______________________________________
(hereinafter called the "Bank") or order, at its office at
_________________________, ______________________, in lawful money of the United
States of America and in immediately available funds, the principal sum of
Fourteen Million Dollars ($14,000,000), or such lesser amount as is then
outstanding under this Note as indicated on the records of the Bank, for money
loaned with interest upon the unpaid principal balance hereof from time to time
outstanding, payable, in like money and funds, in arrears on each interest due
date after the date hereof.

         This Note evidences Eurodollar Loans and/or Domestic Loans and shall
bear interest at the rates, respectively, specified in the Credit Agreement
described below, which is incorporated herein by reference. Such interest shall
be payable on a Domestic Loan on the last Business Day of each March, June,
September and December beginning March 31, 2000, and on the date of conversion
thereof to a Eurodollar Loan. Interest shall be payable on a Eurodollar Loan on
each Interest Payment Date. Interest will be computed on the basis of a 360-day
year for the actual number of days in each Interest Period. After an Event of
Default or after maturity, whether by acceleration or otherwise, this Note shall
bear interest at the highest rate permitted by applicable law not to exceed 150%
of the Prime Rate.

         This Note represents Loans made pursuant to the Bank's Commitment under
the Revolving Credit Agreement dated as of February 28, 1996, as it has been and
may be from time to time amended (the "Credit Agreement"), among the
undersigned, the Bank and certain other banks, and the terms and conditions set
forth in the Credit Agreement shall be considered a part hereof to the same
extent as if written herein, and upon the occurrence of an Event of Default as
defined in the Credit Agreement, the entire principal sum and any accrued
interest on this Note shall, at the option of the holder of this Note except as
to any event or condition described in Section 13.1.5 or 13.1.6 of the Credit
Agreement, at once and without notice become due and payable. Capitalized terms
used but not defined in this Note shall have the respective meanings assigned to
them in the Credit Agreement. The entire unpaid principal and interest on this
Note shall be due and payable on the Termination Date.

         The Bank is hereby authorized by the undersigned to note on a schedule
attached to this Note the date, amount and type of each Loan, the interest rate
and duration of the related Interest Period (if applicable), and the amount of
each payment or prepayment of principal thereon, which schedule shall constitute
PRIMA FACIE evidence of the information so noted, provided, that any failure by
the Bank to make any such notation shall not relieve the undersigned of its
obligation to repay the outstanding principal amount of this Note, all accrued
interest hereon and any other amounts payable in accordance with the terms of
this Note and the Credit Agreement.

                                     - 18 -
<PAGE>   19

         All parties to this Note, including endorsers, sureties and guarantors,
if any, hereby waive presentment for payment, demand, protest, notice of
non-payment or dishonor, and of protest, and any and all other notices and
demands whatsoever, and agree to remain bound until the interest and principal
are paid in full notwithstanding any extension or extensions of time for payment
which may be granted, even though the period of extension may be indefinite, and
notwithstanding any inaction by, or failure to assert any legal right available
to, the holder of this Note.

         This Note shall be construed in accordance with and governed by the
laws of the State of Ohio.

WAIVER OF RIGHT TO TRIAL BY JURY
--------------------------------

         THE UNDERSIGNED ACKNOWLEDGES THAT, AS TO ANY AND ALL DISPUTES THAT MAY
ARISE BETWEEN THE UNDERSIGNED AND THE BANK, THE COMMERCIAL NATURE OF THE
TRANSACTION OUT OF WHICH THIS NOTE ARISES WOULD MAKE ANY SUCH DISPUTE UNSUITABLE
FOR TRIAL BY JURY. ACCORDINGLY, THE UNDERSIGNED HEREBY WAIVES ANY RIGHT TO TRIAL
BY JURY AS TO ANY AND ALL DISPUTES THAT MAY ARISE RELATING TO THIS NOTE OR TO
ANY OF THE OTHER INSTRUMENTS OR DOCUMENTS EXECUTED IN CONNECTION HEREWITH.

         The undersigned authorizes any attorney at law to appear in any Court
of Record in the State of Ohio or in any other state or territory of the United
States after the above indebtedness becomes due, whether by acceleration or
otherwise, to waive the issuing and service of process, and to confess judgment
against the undersigned in favor of the Bank for the amount then appearing due
together with costs of suit, and thereupon to waive all errors and all rights of
appeal and stays of execution. The attorney at law authorized hereby to appear
for the undersigned may be an attorney at law representing the Bank, and the
undersigned hereby expressly waives any conflict of interest that may exist by
virtue of such representation.

WARNING-BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.
IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU
REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED
GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.

                                     R. G. BARRY CORPORATION



                                     By: _____________________________________
                                          Michael S. Krasnoff, Vice President

                                     - 19 -
