FIRST AMENDMENT

                                FIRST AMENDMENT


     This First Amendment dated as of September 30, 1997 to Credit Agreement
dated as of March 28, 1997 (as amended, supplemented or modified from time to
time, the "Credit Agreement") between Meridian Sports Incorporated (the
"Borrower") and RGI Group Incorporated (fka Revlon Group Incorporated) (the
"Lender").

                                R E C I T A L S
                                - - - - - - - -

     WHEREAS, the Borrower and the Lender desire to amend the Credit Agreement
as herein set forth.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. DEFINED TERMS. All terms defined in the Credit Agreement shall have
such defined meetings when used herein unless otherwise defined herein.

     2. WORKING CAPITAL COMMITMENT. Section 2.1(b) of the Credit Agreement
is hereby amended to provide that the Working Capital Commitment shall be
$20,000,000.

     3. MAINTENANCE OF NET WORTH. Section 4.1 of the Credit Agreement is
hereby amended to provide that for each fiscal quarter of the Borrower,
commencing with the fiscal quarter ending September 30, 1997, the
Borrower shall, as of the last day of each fiscal quarter, have a
Minimum Consolidated Net Worth (Deficit) of no less than $(10,000,000).

     4. NO EVENT OF DEFAULT. The Borrower, as of the date hereof and after
giving effect to the amendments contained herein, hereby confirms that no
Event of Default has occurred and is continuing.

     5. EFFECTIVENESS; EFFECT. This First Amendment shall become effective as
of the date first above written. Except as expressly modified herein, all of
the provisions of the Credit Agreement and the other Loan Documents are and
shall continue to remain in full force and effect in accordance with the
terms thereof.



     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                         MERIDIAN SPORTS INCORPORATED,
                                              a Delaware corporation


                                         By: /s/ Xxxxxx X. Xxxxx
                                             --------------------------
                                             Xxxxxx X. Xxxxx
                                             Vice President and Controller

                                         RGI GROUP INCORPORATED,
                                              a Delaware corporation


                                         By: /s/ Xxxxx X. Xxxxxx
                                             ---------------------------
                                             Xxxxx X. Xxxxxx
                                             Senior Vice President
                                                 and Secretary





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