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                                                                     Exhibit 4.2

                                     WAIVER

          This WAIVER with respect to that certain AMENDED AND RESTATED CREDIT
AGREEMENT ("Waiver") is made as of July 10, 2000 by and among Archibald Candy
Corporation (the "Borrower"), the financial institutions (the "Lenders") party
to the "Credit Agreement" (defined below), and Bank One, NA (formerly known as
The First National Bank of Chicago), as Agent. Defined terms used herein and not
otherwise defined herein shall have the meaning given to them in the Credit
Agreement.

                                   WITNESSETH

          WHEREAS, the Borrower, the Lenders and the Agent are parties to that
certain Amended and Restated Credit Agreement, dated as of July 2, 1997, as
amended (the "Credit Agreement);

          WHEREAS, the Borrower has requested that the Lenders and the Agent
provide a waiver under the Credit Agreement with respect to the Borrower's
violation of the covenants set forth in SECTION 6.4(B) and SECTION 6.4(C) of the
Credit Agreement for the Fiscal Quarter ending in May, 2000;

          WHEREAS, the Lenders and the Agent are willing to provide such a
waiver on the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Agent and the Lenders have entered into this Waiver.

     1.   WAIVER. Effective as of the date hereof, subject to the satisfaction
of the condition precedent set forth in SECTION 2 below, the Lenders and the
Agent hereby agree to waive the requirements of SECTION 6.4(B) and 6.4(C) of the
Credit Agreement for the Fiscal Quarter ending in May, 2000.

     2.   CONDITIONS OF EFFECTIVENESS. This Waiver shall become effective and be
deemed effective as of the date hereof, if, and only if, the Agent shall have
received four (4) duly executed originals of this Waiver from the Borrower and
the Lenders.

     3.   REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. The Borrower hereby
represents and warrant as follows:

          (a)  The Credit Agreement as previously executed constitutes the
legal, valid and binding obligation of the Borrower and is enforceable against
the Borrower in accordance with its terms.

          (b)  Upon the effectiveness of this Waiver, the Borrower hereby (i)
represents that no Default or Unmatured Default exists, (ii) reaffirms all
covenants, representations and

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warranties made in the Credit Agreement, and (iii) agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Waiver.

     4.   EFFECT ON THE CREDIT AGREEMENT. The execution, delivery and
effectiveness of this Waiver shall neither, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the Lenders or the Agent,
nor constitute a waiver of any provision of the Credit Agreement or any other
documents, instruments and agreements executed and/or delivered in connection
therewith.

     5.   COSTS AND EXPENSES. The Borrower agrees to pay all reasonable costs,
fees and out-of-pocket expenses (including attorneys' fees and expenses charged
to the Agent) incurred by the Agent and the Lenders in connection with the
preparation, arrangement, execution and enforcement of this Waiver.

     6.   GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS.

     7.   HEADINGS. Section headings in this Waiver are included herein for
convenience of reference only and shall not constitute a part of this Waiver for
any other purpose.

     8.   COUNTERPARTS. This Waiver may be executed by one or more of the
parties to the Waiver on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

     9.   NO STRICT CONSTRUCTION. The parties hereto have participated jointly
in the negotiation and drafting of this Waiver. In the event an ambiguity or
question of intent or interpretation arises, this Waiver shall be construed as
if drafted jointly by the parties hereto and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Waiver.

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          IN WITNESS WHEREOF, this Waiver has been duly executed as of the day
and year first above written.

                                   ARCHIBALD CANDY CORPORATION


                                   By:  /s/ Thomas G. Kasvin
                                        ----------------------------------
                                        Name:  Thomas G. Kasvin
                                        Title: Vice President

                                   BANK ONE, NA, formerly known as The First
                                   National Bank of Chicago, individually and as
                                   Agent


                                   By:  /s/ Diane M. Faunda
                                        ----------------------------------
                                        Name:  Diane M. Faunda
                                        Title: Vice President


                                   FLEET BUSINESS CREDIT CORPORATION,
                                   formerly known as Sanwa Business Credit
                                   Corporation


                                   By:  /s/ Donald A. Mastro
                                        ----------------------------------
                                        Name:  Donald A. Mastro
                                        Title: Vice President




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