SECOND AMENDMENT TO SECURITY AGREEMENT

EXHIBIT 10.31

SECOND AMENDMENT TO SECURITY AGREEMENT

     THIS SECOND AMENDMENT TO THIRD PARTY SECURITY AGREEMENT (this “Amendment”) is entered into as of January 26, 2010, by and between XXXXXX, INC., a Wisconsin corporation (“Grantor”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS

     WHEREAS, Grantor is the grantor of a Third Party Security Agreement granted in favor of Bank dated as of April 15, 2004 (as amended, the “Security Agreement”).

     WHEREAS, Grantor is currently indebted to Bank pursuant to the terms and conditions of that certain Second Amended and Restated Credit Agreement between Grantor and Bank dated as of March 1, 2009, as amended from time to time, which is the “Credit Agreement” as that term is used in the Security Agreement.

     WHEREAS, Bank and Grantor have agreed to certain changes in the terms and conditions set forth in the Security Agreement and have agreed to amend the Security Agreement to reflect said changes.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.		The final two paragraphs of the Security Agreement are hereby amended to read as follows in their entirety:
		Debtor warrants that the address of its chief executive office is 00000 XX Xxxxxxx Xxx, Xxxxxxxx XX 00000, or such other address of which the Debtor notifies the Bank from time to time.
		Debtor warrants that the tangible Collateral (except goods in transit or in possession of repairmen) is or will be located or domiciled at the following additional addresses: 00000 XX Xxxxxxx Xxx, Xxxxx X, Xxxxxxxx, XX 00000 (this location is in preparation); 00000 XX Xxxxxx Xxx, Xxxxxxxx, XX 00000 (this location is in preparation); 00000 XX Xxxxxxx Xxx, Xxxxxxxx, XX 00000; 0000 Xxxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000; and 00000 XX Xxxxxxx Xxx, Xxxxxxxx, XX 00000. Debtor sells inventory in the ordinary course of business to LaCrosse Denmark, which stores it at Xxxxx Xxxxxxxx Xxx 00 XX-0000 Xxxxxxxxxxxxx, Xxxxxxx or at Scan Global Logistics, True Xxxxxxxx 0,0000 Xxxxx, Xxxxxxx, or in transit, and which ships inventory under customary sale and shipping terms to its customers, and to vendors as samples, and which disposes of defective or out of date inventory in the ordinary course of business.

2. In all other respects, the Security Agreement, as amended by the First Amendment to Third Party Security Agreement between the parties hereto dated as of March 1, 2009, remains in full force and effect.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

XXXXXX, INC.

By:	/s/ Xxxxxx X. Xxxxxxxxx
	Xxxxxx X. Xxxxxxxxx
	President/Chief Executive Officer
By:	/s/ Xxxxx X. Xxxxxxx
	Xxxxx X. Xxxxxxx
	Executive Vice President/Chief Financial Officer/Secretary

XXXXX FARGO BANK,
NATIONAL ASSOCIATION

By:	/s/ Xxxxx X. Xxxxxxx
	Xxxxx X. Xxxxxxx
	Senior Vice President

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