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                                                                   EXHIBIT 10.26

                              SECOND AMENDMENT TO
                              -------------------
                          LOAN AND SECURITY AGREEMENT
                          ---------------------------

     This Second Amendment to Loan and Security Agreement (the "First
Amendment") is made as of the 13th day of March, 2001 by and among

     Back Bay Capital Funding, LLC (the "Lender"), a Delaware limited liability
     company with offices at 40 Broad Street, Boston, Massachusetts, and

     Harry's Farmers Market, Inc. (the "Borrower") a Georgia corporation with
     its principal executive offices at 1180 Upper Hembree Road, Roswell,
     Georgia 30076

in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.

                                  WITNESSETH
                                  ----------

     WHEREAS, the Lender and the Borrower has entered into a Loan and Security
Agreement dated as of December 2, 1999 (as amended and in effect, the "Loan
Agreement"); and

     WHEREAS, the Borrower has requested that the Lender modify and amend
certain provisions of the Loan Agreement and the Lender is willing to do so on
the terms set forth herein.

     NOW THEREFORE, it is hereby agreed as follows:

     1.  Definitions: All capitalized terms used herein and not otherwise
         -----------
defined shall have the same meaning herein as in the Loan Agreement.

     2.  Amendment to Article 7: The provisions of Article 7 of the Loan
         ----------------------
Agreement are hereby amended as follows:

     a.  The provisions of Section 7-3(b) of the Loan Agreement are hereby
         amended by adding the following at the end thereof:

               (vi)  Provide the Lender, on or before March 8, 2001, with a copy
               of (A) a duly executed contract with an investment banker (an
               "Investment Banker") regarding the solicitation and consummation
               of a Liquidity Event (defined below), reasonably satisfactory in
               form and substance to the Lender and (B) "teaser memorandum"
               prepared by the Investment Banker.  As used herein, the term
               "Liquidity Event" means, without limitation, a sale, merger,
               refinancing, or recapitalization of the Borrower and/or any or
               all of its assets.
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               (vii)  Provide the Lender, on or before March 8, 2001, with an
               offering memorandum prepared by the Investment Banker in final
               form for distribution to Persons who may potentially be
               interested in consummating a Liquidity Event.

               (viii)  Promptly provide the Lender with copies of (A) all
               material correspondence and other material communications, and
               (B) all offers, counteroffers, letters of intent, and definitive
               agreements, with respect to any Liquidity Events (including
               drafts, executed documents, and any amendments or modifications
               thereof.)

     b.  The provisions of Section 7-6(a) of the Loan Agreement are hereby
         amended by deleting the provisions of clause (iv) and substituting the
         following in its stead:

               (iv)  A summary aging of the Borrower's and its Subsidiaries'
               accounts payable, including a separate listing of payables due to
               vendors of perishable goods.

     3.  Amendment to Exhibits. The provisions of Exhibit 7-12 to the Loan
         ---------------------
Agreement are hereby amended as follows:

     a.  The provisions of clause (a) are hereby deleted in their entirety and
         the following substituted in their stead:

         The Borrower and its Subsidiaries shall not make or incur Capital
         Expenditures in excess of the following amounts for the following
         periods:

               Fiscal Year Ending            Maximum Capital Expenditures
               January 2000                  $1,200,000.00
               January 2001                  $  800,000.00
               January 2002                  $1,000,000.00

     b.  The EBITDA requirements set forth in clause (c) for the period ending
         January, 2001 shall not be tested until the earlier of the date that
         the Lender received the Borrower's annual financial statements or
         April 30, 2001.

     4.  Limited Consent. Notwithstanding any provisions of the Loan Agreement
         ---------------
to the contrary, the Lender hereby consents to the Borrower's entering into a
Lease for certain premises located at Lot 129 of 7th District, Peachtree City,
Georgia. This consent relates only to such location and the Borrower may not
commit to or open any other new location without the Lender's prior written
consent.
                                      -2-
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     5.  Condition to Effectiveness. This Second Amendment shall not be
         --------------------------
effective until each of the following conditions precedent have been fulfilled
to the satisfaction of the Lender:

     a.  This Second Amendment shall have been duly executed and delivered by
         the Borrower and the Lender. The Lender shall have received a fully
         executed copy hereof.

     b.  All action on the part of the Borrower necessary for the valid
         execution, delivery and performance by the Borrower of this Second
         Amendment shall have been duly and effectively taken. The Lender shall
         have received from the Borrower true copies of its certificate of the
         resolutions authorizing the transactions described herein, each
         certified by its secretary or other appropriate officer to be true and
         complete.

     c.  The Borrower shall have paid the Lender an amendment fee in the sum of
         $5,000.00. The amendment fee shall be fully earned on the execution
         hereof and shall not be subject to refund or rebate under any
         circumstances.

     d.  No default or Event of Default shall have occurred and be continuing,
         after giving effect to this Second Amendment.

     e.  The Borrower shall have provided such additional instruments and
         documents to the Lender as the Lender and its counsel may have
         reasonably requested.

     6.  Miscellaneous.
         -------------

     a.  Except as provided herein, all terms and conditions of the Loan
         Agreement and the other Loan Documents remain in full force and effect.
         The Borrower hereby ratifies, confirms, and reaffirms all of the
         representations, warranties and covenants therein contained. The
         Borrower acknowledges and agrees that it does not have any offsets,
         defenses, or counterclaims against the Lender with respect to the Loan
         Agreement and other Loan Documents, or otherwise, and to the extent
         that any such offsets, defenses or counterclaims may exist, the
         Borrower hereby WAIVES and RELEASES same. The Borrower shall execute
                         ------     --------
         and deliver to the Lender such releases as the Lender may request to
         confirm the foregoing.

     b.  The Borrower shall pay all costs and expenses incurred by the Lender in
         connection with this Second Amendment, including, without limitation,
         all reasonable attorneys' fees.

                                      -3-
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     c.  This Second Amendment may be executed in several counterparts and by
         each party on a separate counterpart, each of which when so executed
         and delivered, each shall be an original, and all of which together
         shall constitute one instrument.

     d.  This Second Amendment expresses the entire understanding of the parties
         with respect to the matters set forth herein and supersedes all prior
         discussions or negotiations hereon.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed and their seals to be hereto affixed as the date first above
written.


                                           HARRY'S FARMERS MARKET, INC.
                                                   ("Borrower")

                                           By: /s/ Harry A. Blazer
                                               ------------------------

                                  Print Name:  Harry A. Blazer
                                               ------------------------

                                       Title:  President and CEO
                                               ------------------------

                                           BACK BAY CAPITAL FUNDING LLC
                                                     ("Lender")

                                           By: /s/ Joseph V. Balsamo
                                               ------------------------

                                  Print Name:  Joseph V. Balsamo
                                               ------------------------

                                       Title:  Director
                                               ------------------------


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