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                                                                  EXHIBIT 10.2

                        AMENDMENT TO FINANCING AGREEMENT

        This Amendment is dated as of October 1, 1996, and amends the Financing
Agreement dated as of December 28, 1995, as amended by the Amendment to
Financing Agreement dated as of August 1, 1996 (the "Financing Agreement"), by
and among THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation
("CITBC"), with offices located at 300 South Grand Avenue, Los Angeles,
California 90071, CLOTHESTIME STORES, INC., a Delaware corporation (the
"Borrower") with its principal place of business located at 5325 East Hunter
Avenue, Anaheim, California 92807, as debtor and debtor in possession in a case
commenced under chapter 11 of the United States Bankruptcy Code, 11 U.S.C.
Sections 101-1330 (the "Bankruptcy Code"), and THE CLOTHESTIME, INC., MRJ
INDUSTRIES, INC., CLOTHESTIME INVESTMENT, INC., CLOTHESTIME INTERNATIONAL,
INC., and CLOTHESTIME ACQUISITION CORPORATION, all Delaware corporations (the
"Guarantors" and, together with the Borrower, the "Debtors"), with their
principal place of business at 5325 East Hunter Avenue, Anaheim, California
92807, as debtors and debtors in possession in cases commenced under chapter 11
of the Bankruptcy Code.

                                    RECITALS

        A.      On December 8, 1995, the Debtors filed voluntary petitions for
relief under chapter 11 of the United States Bankruptcy Code withe the United
States Bankruptcy Court for the Central District of California (the "Bankruptcy
Court"). The Debtors are operating their businesses and managing their affairs
as debtors in possession pursuant to section 1107 and 1108 of the Bankruptcy
Code. No trustee or examiner has been appointed in any of the Debtors' chapter
11 cases.

        B.      On December 28, 1995, CITBC, the Borrower and the Guarantors
entered into the Financing Agreement. On January 9, 1996, the Bankruptcy Court
entered its final order approving the debtor in possession financing facility
that is governed by the Financing Agreement.

        C.      CITBC and the Borrower wish to amend certain other provisions
of the Financing Agreement relating to minimum EBITDA and the amount of
borrowing availability under the Financing Agreement.

                                   AGREEMENT

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

SECTION 1. DEFINITIONS

        Unless otherwise defined in this Amendment, capitalized terms used
herein shall have the meanings assigned to them in the Financing Agreement.
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SECTION 2. Amendment to Financing Agreement

        MINIMUM EBITDA. The dollar amount set forth in Section 6.7 of the
Agreement with respect to minimum EBITDA for the fiscal quarter ending on
October 26, 1996 shall be reduced from negative $2,000,000 to negative
$3,000,000 ("<$3,000,000>").

SECTION 3. MISCELLANEOUS

        3.1     EFFECTIVE DATE. This Amendment shall be effective upon receipt
by CITBC of a Documentation Fee in the amount of $10,000.

        3.2     REMAINING PROVISIONS OF FINANCING AGREEMENT. Except as
expressly amended hereby, all terms and provisions of the Financing Agreement
shall remain in full force and effect.

        3.2     CAPTIONS. The captions herein are intended for convenience of
reference only and shall not be used to define, construe, interpret or limit
any of the provisions hereof.

        3.3     COUNTERPARTS. This Amendment may be executed in counterparts,
each of which shall constitute an original but all of which when taken together
shall constitute but one agreement to amend the Financing Agreement.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their proper and duly authorized officers as of the
date set forth above.

                                THE CIT GROUP/BUSINESS CREDIT, INC.

                                By: /s/ Bonnie Schain
                                    -----------------------------------
                                                Bonnie Schain
                                                Assistant Vice President

                                CLOTHESTIME STORES, INC.,
                                as Debtor and Debtor in Possession

                                By: /s/ Douglas L. Pereira
                                    -----------------------------------
                                                Douglas L. Pereira
                                                Chief Financial Officer
                                                and Treasurer