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                                                                   EXHIBIT 10.15

                           SECOND AMENDMENT AGREEMENT

This SECOND AMENDMENT AGREEMENT entered into at Boston, Massachusetts, as of
March 21, 2000, between PAPER WAREHOUSE, INC. and PAPER WAREHOUSE FRANCHISING,
INC. (hereinafter, collectively, the "Borrower"), each a Minnesota corporation
with its principal executive offices at 7630 Excelsior Boulevard, Minneapolis,
Minnesota 55426, and FLEET RETAIL FINANCE INC. f/k/a BankBoston Retail Finance
Inc., with an address of 40 Broad Street, Boston, MA 02109 (the "Lender").

WHEREAS, Lender established a revolving line of credit (the "Revolving Credit")
pursuant to a Loan and Security Agreement dated as of June 7, 1999 (as amended
and modified from time to time, the "Loan Agreement") for the Borrower under
which the Lender agreed to make advances to, and other financial accommodations
for the benefit of, the Borrower until the Maturity Date subject to the terms
and conditions of the Loan Agreement. All initially capitalized terms shall have
the definitions ascribed to them in the Loan Agreement, unless otherwise defined
herein.

WHEREAS, the Borrower has requested that the Lender permit the Borrower to
borrow up to $1,200,000 in excess of the existing Borrowing Base, to waive the
Borrower's failure to achieve certain financial covenants, and to amend the
advance rates under the Borrowing Base.

WHEREAS, subject to the terms and conditions in this Agreement, the Lender is
willing to modify the terms of the Loan Agreement in order to accommodate the
Borrower's request.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Lender and the Borrower mutually agree as
follows:

     1.   EFFECTIVE DATE: The "Effective Date" of this Agreement shall be the
          date upon which the Lender receives each of the following items: (i)
          this Second Amendment Agreement, duly executed by the Borrower;
          (ii)the irrevocable letter of credit of Norwest Bank Minnesota,
          National Association in the face amount of $1,200,000 issued to the
          Lender; and (iii) the letter agreement between Yale T. Dolginow and
          the Lender, respecting such letter of credit, each in form and
          substance satisfactory to the Lender and executed and delivered by all
          parties required by the Lender.

     2.   AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended as
          follows:

          a) Article I shall be amended to add the following definitions, in
          appropriate alphabetical order:

               "ACCEPTABLE CREDIT CARD RECEIVABLES": Those Accounts that from
               time to time are due and owing to each Borrower on a non-recourse
               basis from major credit card processors that are acceptable to
               the Lender, which processors include, without limitation, Visa,
               MasterCard, Discover, and American Express."

               "CREDIT CARD ADVANCE RATE": Seventy-Five Percent (75%).


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               "EBITDA": The Borrower's earnings before interest, taxes,
               depreciation and amortization, each as determined in accordance
               with GAAP.

               "EXCELSIOR PROCEEDS": The net cash proceeds, after reduction for
               the payment of all closing fees and taxes paid or arising in
               connection therewith and payments made to discharge any liens,
               which are received by the Borrower and delivered to the Lender
               for application to the principal balance of the Loan Account in
               connection with the sale of the real estate and improvements
               thereon at the premises known as 7630 Excelsior Boulevard,
               Minneapolis, Minnesota 55426.

               "LETTER OF CREDIT RELEASE DATE": as defined in that letter
               agreement re: Irrevocable Letter of Credit No. S407544, by and
               between Yale T. Dolginow and Lender.

               "LETTER OF CREDIT VALUE": The lesser of:

                    (a) the undrawn face amount of that certain standby letter
               of credit of Norwest Bank Minnesota, National Association, dated
               March 21, 2000, in the original amount of $1,200,000 and numbered
               S407544 held by the Lender, as amended, extended, replaced,
               substituted, or modified, but only so long as such letter of
               credit remains a valid and binding obligation of Wells Fargo,
               N.A. and has not expired or terminated, or been rescinded,
               cancelled, or withdrawn, or amended, replaced, substituted, or
               modified without the prior written consent of the Lender; or

                    (b) the lesser of (1) $1,200,000, prior to the date on which
               the Lender receives the Excelsior Proceeds, or (2) the sum of (A)
               $1,200,000, minus (B) the Excelsior Proceeds, from and after the
               date on which the Beneficiary receives the Excelsior Proceeds.


               "OVERADVANCE": Any loan or advance, or other credit extended by
               the Lender for the benefit of the Borrower such that the balance
               of the Loan Account is greater than the sum of (a) the Borrowing
               Base minus (b) the Temporary Overadvance.

               "TEMPORARY OVERADVANCE": As defined in Section 2.2 hereof.

               "TOTAL STOCKHOLDERS' EQUITY": The stockholders' equity of the
               Borrower (determined in accordance with GAAP, consistently
               applied, except the balance of the Loan Account shall in all
               events be treated as current).

          b) The definition of "Inventory Advance Rate" in Article I shall be
          amended to replace the date "September 30th" with the date "August
          31st" and to replace the date "October 1st" with the date "September
          1st."


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          c) Section 2.1(b)(ii)(B)(I) shall be amended to replace the period at
          the end thereof with the following: "PLUS the Credit Card Advance Rate
          of the Acceptable Credit Card Receivables."

          d) Section 2.1(b)(ii)(B) shall be amended to add, after the end of
          clause 2.1(b)(ii)(B)(II) thereof, the following:

                      "PLUS
                      (III) The Temporary Overadvance."

          e) The following sentence shall be added to Section 2.2: "Through the
          Letter of Credit Release Date, the Lender agrees to establish a
          Temporary Overadvance, so referred to herein, of up to the amount of
          the Letter of Credit Value."

          d) Section 5.12.1 shall be amended by replacing it with the following:
          "5.12.1 TOTAL STOCKHOLDERS' EQUITY. The Borrower shall not permit or
          suffer to exist Total Stockholders' Equity to be less than the
          following amounts at the end of any of the following fiscal months:
          (a) February 2000: $7,503,798; (b) March 2000: $7,623,477; (c) April
          2000: $7,492,017; (d) May 2000: $7,800,535; (e) June 2000: $8,249,225;
          (f) July 2000: $8,028,271; (g) August 2000: $7,935,907; (h) September
          2000: 8,164,244; (i) October 2000: $8,668,752; (j) November 2000:
          $8,515,338; (k) December 2000: $9,377,942; and (l) January 2001:
          $8,740,589. These amounts are based on the Business Plan set forth on
          EXHIBIT 5-12(a)-1 to the Second Amendment Agreement."

          e) Section 5.12.2 shall be amended by replacing it with the following:
          "5.12.2 (a) FIXED CHARGE COVERAGE RATIO. The Borrower shall not permit
          or suffer to exist the ratio of its Cash Flow to its Contractual
          Obligations, calculated on a cumulative basis for the period January
          30, 2000 through February 2, 2001, to be less than 1.10:1.00; and (b)
          EBITDA. The Borrower shall not permit or suffer to exist EBITDA of
          less than the following amounts for the fiscal quarters ending in any
          of the following fiscal months (where parenthesis indicate a
          negative): (a) April 2000: ($700,000); (b) July 2000: $1,500,000; (c)
          October 2000: $1,700,000. These amounts are based on the Business Plan
          set forth on EXHIBIT 5-12(b)-1 to the Second Amendment Agreement."

     3.   LIMITED WAIVER. The Borrower has requested that the Lender waive its
          rights and remedies in connection with the Borrower's failure to
          comply with Section 5.12.1 of the Loan Agreement as of January 28,
          2000, and the Borrower's failure to comply with Section 5.12.2 of the
          Loan Agreement as of the fiscal year ending as of January 28, 2000.
          The Lender has agreed to waive its rights and remedies arising solely
          from the Borrower's failure to comply with Section 5.12.1 of the Loan
          Agreement as of January 28, 2000, and the Borrower's failure to comply
          with Section 5.12.2 of the Loan Agreement as of the fiscal year ending
          as of January 28, 2000. This waiver is limited to this specific
          request and shall not be deemed or construed to be a consent to any
          other or future action or as a waiver of any Event of Default that may
          exist under the Loan Agreement.

     4.   EXCELSIOR PROPERTY. Immediately upon receipt thereof, the Borrower
          covenants and agrees to deliver to the Lender, for application to the
          principal balance of the Loan Account, the net cash proceeds, after
          reduction for the payment of all closing fees and


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          taxes paid or arising in connection therewith and payments made to
          discharge any liens, received by the Borrower in connection with the
          sale of the real estate and improvements thereon at the premises known
          as 7630 Excelsior Boulevard, Minneapolis, Minnesota 55426. Further,
          the Borrower covenants and agrees that, upon or before the transfer of
          such real estate, the Borrower shall deliver, or shall cause to be
          delivered, to Lender a waiver or subordination (in form satisfactory
          to Lender) executed by the Borrower's landlord with respect to such
          premises.

     5.   AMENDMENT FEE. Upon the Borrower's execution of this Second Amendment
          Agreement, Borrower agrees to pay to Lender an amendment fee of
          $5,000.00, which fee shall be fully earned and nonrefundable upon
          Lender's signing of this Second Amendment Agreement.

     6.   ENFORCEABILITY, ETC. Except as otherwise expressly provided herein,
          the Loan Agreement and the other Loan Documents are, and shall
          continue to be, in full force and effect and are hereby ratified and
          confirmed in all respects, except that on and after the Effective Date
          hereof (i) all references in the Loan Agreement to "this Agreement",
          "hereto", "hereof", "hereunder", or words of like import referring to
          the Loan Agreement shall mean the Loan Agreement as amended by this
          Agreement and (ii) all references in the other Loan Documents to the
          "Loan Agreement", "thereto", "thereof", "thereunder" or words of like
          import referring to the Loan Agreement shall mean the Loan Agreement
          as amended by this Agreement. Except as expressly provided herein, the
          execution, delivery and effectiveness of this Agreement shall not
          operate as an amendment of any right, power or remedy of the Lender
          under the Loan Agreement or any other Loan Document, nor constitute an
          amendment of any provision of the Loan Agreement or any other Loan
          Documents.

     7.   GENERAL PROVISIONS

          a)   INTEGRATION; AMENDMENT; WAIVERS. This Agreement and Loan
               Documents set forth in full are terms of agreement between the
               parties and are intended as the full, complete and exclusive
               contract governing the relationship between the parties,
               superseding all other discussions, promises, representations,
               warranties, agreements and the understandings between the parties
               with respect thereto. No term of the Loan Documents may be
               modified or amended, nor may any rights thereunder be waived,
               except in a writing signed by the party against whom enforcement
               of the modification, amendment or waiver is sought. Any waiver of
               any condition in, or breach of, any of the foregoing in a
               particular instance shall not operate as a waiver of other or
               subsequent conditions or breaches of the same or a different
               kind. The Lender's exercise or failure to exercise any rights
               under any of the foregoing in a particular instance shall not
               operate as a waiver of its right to exercise the same or
               different rights in subsequent instances. Except as expressly
               provided to the contrary in this Agreement, or in another written
               agreement, all the terms, conditions, and provisions of the Loan
               Documents shall continue in full force and effect. If in this
               Agreement's description of an agreement between the parties,
               rights and remedies of Lender or obligations of the Borrower are
               described which also exist under the terms of the other Loan
               Documents, the fact that this Agreement may omit or contain a
               briefer description of any rights, remedies and obligations shall
               not be deemed to limit


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               any of such rights, remedies and obligations contained in the
               other Loan Documents.

          b)   PAYMENT OF EXPENSES. Without limiting the terms of the Loan
               Documents, the Borrower shall pay all costs and expenses
               (including reasonable attorneys' fees) arising under or in
               connection with the Loan Documents, including without limitation,
               in connection with the negotiation, preparation, execution,
               delivery, and enforcement of this Agreement and any and all
               consents, waivers or other documents or instruments relating
               thereto.

          c)   NO THIRD PARTY BENEFICIARIES. Except as may be otherwise
               expressly provided for herein, this Agreement does not create,
               and shall not be construed as creating, any rights enforceable by
               any person not a party to this Agreement.

          d)   SEPARABILITY. If any provision of this Agreement is held by a
               court of competent jurisdiction to be invalid, illegal or
               unenforceable, the remaining provisions of this Agreement shall
               nevertheless remain in full force and effect.

          e)   COUNTERPARTS. This Agreement may be executed in any number of
               counterparts, which together shall constitute one and the same
               agreement.

          f)   TIME OF ESSENCE. Time is of the essence in each of the
               Liabilities of the Borrower and with respect to all conditions
               to be satisfied by the Borrower.

          g)   CONSTRUCTION; VOLUNTARY AGREEMENT; REPRESENTATION BY COUNSEL.
               This Agreement has been prepared through the joint efforts of all
               the parties. Neither its provisions nor any alleged ambiguity
               shall be interpreted or resolved against any party on the ground
               that such party's counsel was the draftsman of this Agreement.
               Each of the parties declares that such party has carefully read
               this Agreement and the agreements, documents and instruments
               being entered into in connection herewith and that such party
               knows the contents thereof and sign the same freely and
               voluntarily. The parties hereto acknowledge that they have been
               represented in negotiations for and preparation of this Agreement
               and the agreements, documents and instrument being entered into
               in connection herewith by legal counsel of their own choosing,
               and that each of them has read the same and had their contents
               fully explained by such counsel and is fully aware of their
               contents and legal effect.

          h)   GOVERNING LAW; FORUM SELECTION. This Agreement has been entered
               into and shall be governed by the laws of the Commonwealth of
               Massachusetts.

          i)   FURTHER ASSURANCES. The Borrower agrees to take all further
               actions and execute all further documents as the Lender may from
               time to time reasonably request to carry out the transactions
               contemplated by this Agreement.

          j)   NOTICES. All notices, requests and demands to or upon the
               respective parties hereto shall be given in accordance with the
               Loan Agreement.

          k)   MUTUAL WAIVER OF RIGHT TO JURY TRIAL. THE LENDER AND BORROWER
               EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY


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               ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY
               RELATING TO: (I) THIS AGREEMENT, OR ANY OF THE AGREEMENTS,
               INSTRUMENTS OR DOCUMENTS REFERRED TO HEREIN; OR (II) ANY OTHER
               PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN THEM; OR
               (III) ANY CONDUCT, ACTS OR OMISSIONS OF THE LENDER OR OF THE
               BORROWER OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
               ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH THEM; IN EACH OF
               THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR
               OTHERWISE.

          l)   COPIES AND FACSIMILES. This Agreement and all documents which
               have been or may be hereinafter furnished by the Borrower to the
               Lender may be reproduced by the Lender by any photographic,
               photostatic, microfilm, xerographic or similar process, and any
               such reproduction shall be admissible in evidence as the original
               itself in any judicial or administrative proceeding (whether or
               not the original is in existence and whether or not such
               reproduction was made in the regular course of business).

                [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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         This Second Amendment Agreement is executed under seal as of the date
written above.

Witness                                Borrower:
                                       ---------
                                            Paper Warehouse, Inc.


/s/ Cheryl W. Newell, CFO                   By: /s/ Yale T. Dolginow
----------------------------------             --------------------------------
                                            Yale T. Dolginow, Chairman and Chief
                                            Executive Officer

Witness                                Borrower:
                                       ---------
                                            Paper Warehouse Franchising, Inc.


/s/ Cheryl W. Newell, CFO                   By: /s/ Yale T. Dolginow
----------------------------------             --------------------------------
                                            Yale T. Dolginow, Chairman and Chief
                                            Executive Officer


Witness                                Accepted:
                                       ---------
                                                 Fleet Retail Finance Inc.


                                            By: /s/ James J. Ward
----------------------------------             --------------------------------
                                            Name: James J. Ward
                                            Title: Director


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                                EXHIBIT 5.12(a)-1
                    [Attach Stockholders Equity Spreadsheet]



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                                EXHIBIT 5.12(b)-1
          [Attach EBITDA and Fixed Charge Coverage Ratio Spreadsheet]

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