<PAGE>


                 FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED
                        SENIOR REVOLVING CREDIT AGREEMENT

         This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING
CREDIT AGREEMENT (the "Amendment") is made as of the 28th day of January, 2005,
by and among ENESCO GROUP, INC., an Illinois corporation (the "Borrower"), the
Borrowing Subsidiaries that may from time to time become a party to the Second
Amended and Restated Senior Revolving Credit Agreement, the Lenders, and FLEET
NATIONAL BANK, a national banking association, as Agent.

                                    RECITALS

         The Borrower, the Borrowing Subsidiaries, the Lenders and the Agent are
parties to a certain Second Amended and Restated Senior Revolving Credit
Agreement dated as of June 16, 2003, as amended by a First Amendment dated as of
March 5, 2004; a Second Amendment dated as of August 10, 2004; a Third Amendment
dated as of November 2, 2004; and a Fourth Amendment dated as of November 22,
2004 (as the same may be further amended or restated from time to time,
collectively, the "Credit Agreement"), pursuant to which the Lenders have,
subject to the terms and conditions set forth therein, made certain credit
facilities available to the Borrower and the Borrowing Subsidiaries including
those evidenced by the Notes executed and delivered pursuant to the Credit
Agreement. The parties hereto have agreed to further modify the Credit Agreement
as set forth herein. All capitalized terms used herein and not otherwise defined
herein shall have their meanings as defined in the Credit Agreement.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

         1.       Upon satisfaction in full, on or prior to January 28, 2005, of
the conditions precedent set forth in Section 2 below, the Credit Agreement is
amended as follows:

         (a)      The definition of "Borrowing Capacity" which appears in
         ARTICLE I is deleted in its entirety and replaced with the following:

                           "Borrowing Capacity" means the lesser of:

                           (x)      the Maximum Borrowing Amount, and

                           (y)      the sum of (i) eighty percent (80%) of
                  Consolidated Accounts Receivable of the Borrower which are not
                  Ineligible Accounts, and (ii) sixty-five percent (65%) of the
                  Eligible Inventory of the Borrower.

         (b)      The definition of "Commitment" which appears in ARTICLE I is
         deleted in its entirety and replaced with the following:

<PAGE>

                             "Commitment" means the obligations of each Lender,
                    subject to Borrowing Capacity, to make Advances not
                    exceeding the aggregate principal amount (or, with respect
                    to Letters of Credit and Bankers Acceptances, face amount)
                    outstanding at any time as set forth opposite its signature
                    on the Fifth Amendment hereto (i.e. $24,375,000 Commitment
                    and $6,000,000 L/C and B/A Facility for Fleet National Bank
                    and $14,625,000 Commitment for LaSalle Bank National
                    Association), or as set forth in any Notice of Assignment
                    relating to any assignment that has become effective
                    pursuant to Section 12.3.2, as such amount may be modified
                    from time to time pursuant to the terms hereof, provided
                    that, from the Fifth Amendment Date through March 31, 2005,
                    the amounts of such Commitments shall (except as set forth
                    in any Notice of Assignment relating to any assignment that
                    has become effective pursuant to Section 12.3.2) be the
                    following:

                             Between Fifth Amendment Date and February 28, 2005:

<TABLE>
                             <S>                                       <C>
                             Fleet National Bank                       LaSalle Bank National Association

                             $24,375,000 Loans                         $14,625,000 Loans
                             $ 6,000,000 L/C and B/A Facility          $0 L/C and B/A Facility
</TABLE>

                             Between March 1, 2005 and March 31, 2005:

<TABLE>
                             <S>                                       <C>
                             Fleet National Bank                       LaSalle Bank National Association

                             $31,250,000 Loans                         $18,750,000 Loans
                             $ 6,000,000 L/C and B/A Facility          $0 L/C and B/A Facility
</TABLE>

         (c)      The following definition for the term "Eligible Inventory" is
added in alphabetical order to ARTICLE I:

         "Eligible Inventory" means Inventory consisting of finished goods (and
not raw material or work in process) which were recorded on the books of the
Borrower or a Borrowing Subsidiary in the ordinary course of the business
operations of the Borrower or such Borrowing Subsidiary, which Inventory
satisfies each of the following requirements:

                  (i)      it is in good and merchantable condition;

                  (ii) it meets all standards imposed by any government agency
         having regulatory authority over such goods and/or their use,
         manufacture and/or sale;

                  (iii) it has been physically received in the continental
         United States by the Borrower or the applicable Borrowing Subsidiary,
         is not in transit, and is

<PAGE>

         located at (A) a facility owned by the Borrower or such Borrowing
         Subsidiary not subject to any Lien, (B) a facility leased by a Borrower
         as to which the landlord of such facility shall have executed a
         landlord waiver in form acceptable to the Agent, provided that this
         clause (B) shall not take effect until ten days after the Fifth
         Amendment Date, (C) a warehouse facility as to which the warehouseman
         of such warehouse facility shall have executed a warehouseman's waiver
         in form acceptable to the Agent, (D) a facility owned by a Borrower or
         such Borrowing Subsidiary which is subject to a mortgage as to which
         the mortgagee of such facility shall have executed a mortgagee consent
         in form acceptable to the Agent, it being understood, however, that the
         Agent anticipates, without limiting the generality of the Agent's
         discretion with respect to the maintenance of additional reserves
         against the Eligible Inventory for the purpose of determining the
         Borrowing Capacity, that such reserves may include an amount equal to
         the amount of rent, mortgage payments, fees and equivalent amounts that
         are payable by the Borrower and applicable Borrowing Subsidiary for a
         period of 90 days with respect to any location for which the landlord,
         warehouseman or mortgagee with respect thereto has not waived or
         subordinated any rights it may have in the Inventory to the rights of
         the Agent or as to which, as a condition of such waiver or
         subordination, the Agent may be required to pay any such amounts as a
         condition of using such facility or removing the Inventory from such
         facility; provided that (x) such reserve of up to 90 days of rent,
         mortgage payments, fees and equivalent amounts (1) shall not apply with
         respect to the facilities located in West Chicago, Illinois and Irvine,
         California, and (2) shall not apply to the facility in Elk Grove,
         Illinois to the extent that the Borrower has prepaid the rent (it being
         understood that a security deposit does not for this purpose constitute
         a prepayment of rent) for such facility (e.g. if rent has been prepaid
         for 60 days, then the foregoing clause would require a reserve of 30
         days rent), and (y) up to $2,000,000 of Inventory in transit which is
         fully insured by insurance as to which the Agent is the loss payee
         pursuant to an endorsement acceptable to the Agent shall not be
         excluded from being Eligible Inventory solely due to the fact that such
         Inventory is in transit;

                  (iv)     it is currently held for sale and currently salable
         in the normal course of the business operations of the Borrower or
         applicable Borrowing Subsidiary;

                  (v) it does not constitute returned (unless suitable for
         resale), excess, obsolete, unsalable, shopworn, seconds, used, damaged
         or unfit Inventory, provided that, without limiting the generality of
         the Agent's discretion as to the determination of what constitutes
         Eligible Inventory, it is understood that (a) not more than 70% of
         Inventory in excess of sales of Inventory by the Borrower during the
         twelve months immediately preceding any date of determination may be
         Eligible Inventory, (b) not more than 70% of Inventory in excess of
         sales of Inventory by the Borrower during the twenty-four months
         immediately preceding any date of determination may be Eligible
         Inventory to the extent that such twenty-four month period began on or
         after October 1, 2003, and (c) not more than 50% of Inventory in excess
         of sales of Inventory by the Borrower during the

<PAGE>

         twenty-four months immediately preceding any date of determination may
         be Eligible Inventory to the extent that such twenty-four month period
         began before October 1, 2003;

                  (vi) it does not constitute (1) Inventory which, pursuant to
         the terms of a license agreement, is no longer permitted to be sold by
         the Borrower (whether due to the termination of such license agreement
         or otherwise), or (2) Inventory which constitutes excess Collectors
         Club Inventory, and it has not otherwise been determined by the Agent
         in its sole discretion to constitute slow-moving inventory,

                  (vii) it is not subject to a sale to an account debtor on a
         bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval,
         consignment or any other repurchase or return basis;

                  (viii)   it is not subject to any Lien of any kind except for
         the Lien of the Agent securing the Obligations;

                  (ix) it is Inventory on which the Agent holds a first lien
         perfected security interest (and as to which any amendment of a
         Security Agreement and UCC financing statement that is necessary in
         order for the Agent to hold a first lien perfected security interest
         therein has been executed or filed, as applicable);

                  (x) it is not Inventory which has been produced or is being
         sold pursuant to a license agreement, unless the license agreement is
         in form and substance acceptable to the Agent and the licensor has
         entered into an agreement with the Agent in form and substance
         satisfactory to the Agent which provides, among other things, for the
         Agent to have the right, if the Agent obtains possession of such
         inventory, to sell the licensed inventory for a period of time, and on
         terms and conditions, acceptable to the Agent, provided that (1) this
         clause (x) shall not apply to Precious Moments Inventory which is
         produced and sold pursuant to the Borrower's license agreement with
         Precious Moments, Inc. and United Media; and (2) this clause (x) shall
         not take effect as to any other Inventory until forty-five days after
         the Fifth Amendment Date;

                  (xi)     it has not been sold to the Borrower or any affiliate
         of the Borrower;

provided however, that the Agent may in its reasonable discretion, (A) exclude
particular items of Inventory from the definition of Eligible Inventory and (B)
impose additional and/or more restrictive eligibility or valuation criteria than
those set forth above as preconditions for any item of Inventory to be deemed to
be Eligible Inventory hereunder.

         (d)      The definition of "Facility Termination Date" which appears in
         ARTICLE I is deleted in its entirety and replaced with the following:

                             "Facility Termination Date" means March 31, 2005.

<PAGE>
         (e)      The following definition for the term "Fifth Amendment Date"
         is added in alphabetical order to ARTICLE I:

                             "Fifth Amendment Date" means the date that the
                  Fifth Amendment to this Agreement takes effect.

         (f)      The definition of "Inventory" which appears in ARTICLE I is
         deleted in its entirety and replaced with the following:

                           "Inventory" means and includes all present and future
                  inventory as defined in the Uniform Commercial Code as in
                  effect in the Commonwealth of Massachusetts. As used in the
                  Security Agreements (or otherwise in determining the assets in
                  which a Lien has been granted to the Agent), but not for the
                  purpose of determining the Borrowing Capacity hereunder, such
                  term shall include all such inventory that is now owned or
                  hereafter acquired, wherever located, including without
                  limitation (a) inventory located at or in the possession of
                  manufacturers or warehouses, (b) returned or repossessed
                  inventory, (c) inventory in transit, (d) all products of and
                  accessions to the foregoing, (e) all documents of title,
                  whether negotiable or non-negotiable, representing any of the
                  foregoing, and (f) all proceeds of the foregoing.

         (g) The following definition for the term "Issuing Bank" is added in
         alphabetical order to ARTICLE I:

                           "Issuing Bank" means a Lender that issues a Letter of
                  Credit or Bankers Acceptance hereunder .

         (h) The following definition for the term "Maximum Borrowing Amount" is
         added in alphabetical order to ARTICLE I:

                           "Maximum Borrowing Amount" means (a) between the
                  Fifth Amendment Date and February 28, 2005, $39,000,000 for
                  Loans (excluding Letters of Credit and Bankers Acceptances)
                  and $6,000,000 for Letters of Credit and Bankers Acceptances;
                  and (b) between March 1, 2005 and March 31, 2005, $50,000,000
                  for Loans (excluding Letters of Credit and Bankers
                  Acceptances) and $6,000,000 for Letters of Credit and Bankers
                  Acceptances.

         (i)      Section 2.1 is deleted in its entirety and replaced with the
         following:

                           2.1 Commitment From and including the date of this
                  Agreement and prior to the Facility Termination Date, each
                  Lender agrees, on the terms and conditions set forth in this
                  Agreement, to make Loans to the Credit Parties from time to
                  time in an aggregate amount not to exceed at any one time
                  outstanding the amount of its Commitment for Loans, provided
                  that, (a) no Loan may be requested hereunder if, after

<PAGE>

                  giving effect to the making of such Loan, the Loans or the
                  aggregate amount of Loans, Letters of Credit and Bankers
                  Acceptances would exceed the Borrowing Capacity, and (b) if
                  the Loans at any time exceed the maximum pursuant to clause
                  (x) of the definition of Borrowing Capacity or the aggregate
                  amount of the Loans, Letters of Credit and/or Bankers
                  Acceptances exceed the maximum under clause (y) of the
                  definition of Borrowing Capacity, the Borrower shall
                  immediately repay the Loans in an amount sufficient for the
                  Loans not to exceed the maximum under clause (x) of the
                  definition of Borrowing Capacity and the aggregate amount of
                  the Loans, Letters of Credit and/or Bankers Acceptances not to
                  exceed the maximum under clause (y) of the definition of
                  Borrowing Capacity.

         (j)      Section 2.1.B is deleted in its entirety and replaced with the
         following:

                           2.1.B    Letter of Credit/Bankers Acceptance
                  Facility. From and including the date of this Agreement and
                  prior to the Facility Termination Date, Fleet agrees, on the
                  terms and conditions set forth in this Agreement, to (i) issue
                  Letters of Credit, subject to the L/C and B/A Facility Limit,
                  with Letter of Credit expiration dates of not more than 90
                  days beyond the Facility Termination Date, and (ii) permit
                  Bankers Acceptances, subject to the L/C and BA Facility Limit,
                  with expiration dates of not more than 90 days beyond the
                  Facility Termination Date, and with any such Bankers
                  Acceptances obtained in connection with Letters of Credit
                  issued hereunder having expiration dates of not more than 150
                  days beyond the Faility Termination Date (the "L/C and B/A
                  Facility"). "L/C and B/A Facility Limit" means the obligation
                  of Fleet pursuant to this Section 2.1.B and subject to
                  Borrowing Capacity (dollar for dollar based upon the aggregate
                  stated amount of all such Letter of Credit and Bankers
                  Acceptances outstanding), to issue Letters of Credit and
                  permit Bankers Acceptances up to an aggregate stated amount of
                  all such Letters of Credit and Bankers Acceptances outstanding
                  at any given time of $6,000,000, provided that no Letter of
                  Credit or Bankers Acceptance may be requested hereunder if,
                  after giving effect to the issuance of such Letter of Credit
                  or Bankers Acceptance, the aggregate amount of Loans, Letters
                  of Credit and Bankers Acceptances would exceed the Borrowing
                  Capacity.

         (k)      The following sentence is added to the end of Section 2.10:

                           Notwithstanding the foregoing, to the extent that the
                  outstanding amount of Loans (excluding the face amount of all
                  outstanding Letters of Credit and Bankers Acceptances)
                  hereunder exceeds $48,000,000 on any day, the interest payable
                  with respect to the amount in excess of $48,000,000 for each
                  such day shall be at the rate forth above plus an additional
                  1% per annum.

<PAGE>

         (l)      The following sentence is added to the end of Section 2.12.1:

                           To the extent not sooner paid or payable hereunder,
                  the Borrower agrees to pay the Obligations, including without
                  limitation the principal of and accrued and unpaid interest on
                  the Loans and other Obligations, in full in cash on the
                  Facility Termination Date.


         (m)      The following paragraphs are added to the end of Section 2.15:

                           (a)      In order to induce the Issuing Bank to
                  issue, extend and renew each Letter of Credit and Bankers
                  Acceptance, the Borrower and each Borrowing Subsidiary jointly
                  and severally agrees to reimburse or pay to the Agent, for the
                  account of the Issuing Bank, with respect to each Letter of
                  Credit and Bankers Acceptance issued, extended or renewed by
                  the Issuing Bank hereunder:

                           (i)      on each date that any draft presented under
                  such Letter of Credit is honored by the Issuing Bank or the
                  Issuing Bank otherwise makes a payment with respect thereto or
                  with respect to any Bankers Acceptance, (x) the amount paid by
                  the Issuing Bank under or with respect to such Letter of
                  Credit or Bankers Acceptance, and (y) the amount of any taxes,
                  fees, charges or other costs and expenses whatsoever incurred
                  by the Issuing Bank in connection with any payment made by the
                  Issuing Bank under, or with respect to, such Letter of Credit
                  or Bankers Acceptance,

                           (ii)     upon the reduction (but not termination) of
                  the amount of the L/C and B/A Facility to an amount less than
                  the then outstanding amount of Letters of Credit and Bankers
                  Acceptances, an amount equal to such difference, which amount
                  shall be held by the Agent for the benefit of the Issuing Bank
                  as cash collateral for all Obligations of the Borrower with
                  respect thereto, including the Obligations set forth in clause
                  (i) above, and

                           (iii)    upon the termination of the L/C and B/A
                  Facility, or the acceleration of any of the Obligations, an
                  amount equal to the then outstanding amount of Letters of
                  Credit and Bankers Acceptances, which amount shall be held by
                  the Agent for the benefit of the Issuing Bank as cash
                  collateral for all Obligations of the Borrower with respect
                  thereto, including the Obligations set forth in clause (i)
                  above.

                  Each such payment shall be made to the Agent in immediately
                  available funds. Interest on any and all amounts remaining
                  unpaid by the Borrower under this Section 2.15 at any time
                  from the date such amounts become due and payable (whether as
                  stated in this Section 2.15, by acceleration or otherwise)
                  until payment in full (whether before or after judgment) shall
                  be payable to the Agent on demand at the rate specified in
                  Section 2.11.

<PAGE>

                           (b)      If any draft shall be presented or other
                  demand for payment shall be made under any Letter of Credit or
                  Bankers Acceptance, the Issuing Bank shall notify the Borrower
                  of the date and amount of the draft presented or demand for
                  payment and of the date and time when it expects to pay such
                  draft or honor such demand for payment, and the Borrower shall
                  reimburse or pay the Agent as provided above. The
                  responsibility of the Issuing Bank to the Borrower shall be
                  only to determine that the documents (including each draft)
                  delivered under each Letter of Credit or Bankers Acceptance in
                  connection with such presentment shall be in conformity in all
                  material respects with such Letter of Credit or Bankers
                  Acceptance.

                           (c)      The Borrower's obligations under this
                  Section 2.15 shall be absolute and unconditional under any and
                  all circumstances and irrespective of the occurrence of any
                  Default or Unmatured Default or any condition precedent
                  whatsoever or any setoff, counterclaim or defense to payment
                  which the Borrower may have or have had against the Agent, any
                  Lender, the Issuing Bank or any beneficiary of a Letter of
                  Credit. The Borrower further agrees with the Agent and the
                  Issuing Bank that the Agent, the Issuing Bank and the Lenders
                  shall not be responsible for, and the Borrower's' Obligations
                  under Section 2.15 shall not be affected by, among other
                  things, the validity or genuineness of documents or of any
                  endorsements thereon, even if such documents should in fact
                  prove to be in any or all respects invalid, fraudulent or
                  forged, or any dispute between or among the Borrower, the
                  beneficiary of any Letter of Credit or Bankers Acceptance or
                  any financing institution or other party to which any Letter
                  of Credit or Bankers Acceptance may be transferred or any
                  claims or defenses whatsoever of the Borrower against the
                  beneficiary of any Letter of Credit or any Bankers Acceptance
                  or any such transferee. The Agent, the Issuing Bank and the
                  Lenders shall not be liable for any error, omission,
                  interruption or delay in transmission, dispatch or delivery of
                  any message or advice, however transmitted, in connection with
                  any Letter of Credit or Bankers Acceptance. The Borrower
                  agrees that any action taken or omitted by the Agent, the
                  Issuing Bank or any Lender under or in connection with each
                  Letter of Credit or Bankers Acceptance and the related drafts
                  and documents, if done in good faith, shall be binding upon
                  the Borrower and shall not result in any liability on the part
                  of the Agent or the Issuing Bank or any Lender to the
                  Borrower.

                           (d)      The Issuing Bank shall be entitled to rely,
                  and shall be fully protected in relying upon, any Letter of
                  Credit, draft, writing, resolution, notice, consent,
                  certificate, affidavit, letter, cablegram, telegram, telecopy,
                  telex or teletype message, statement, order or other document
                  believed by it to be genuine and correct and to have been
                  signed, sent or made by the proper Person or Persons and upon
                  advice and statements of legal counsel, independent
                  accountants and other experts selected by the Issuing Bank.
                  The Issuing Bank shall be fully justified in failing or
                  refusing to take any

<PAGE>

                  action under this Credit Agreement unless it shall first have
                  received such advice or concurrence of the Required Lenders as
                  it reasonably deems appropriate or it shall first be
                  indemnified to its reasonable satisfaction by the Lenders
                  against any and all liability and expense which may be
                  incurred by it by reason of taking or continuing to take any
                  such action. The Issuing Bank shall in all cases be fully
                  protected in acting, or in refraining from acting, under this
                  Credit Agreement in accordance with a request of the Required
                  Lenders, and such request and any action taken or failure to
                  act pursuant thereto shall be binding upon the Lenders and all
                  future holders of the Revolving Credit Notes or of a Letter of
                  Credit Participation.

                           (e)      In addition to any customary issuance,
                  amendment, negotiation or document examination, and other
                  administrative fees as in effect from time to time with
                  respect to the Letters of Credit and Bankers Acceptances, the
                  Borrower shall pay a fee (a "L/C Fee") to the Agent, for the
                  account of the Lender issuing any Letter of Credit of Bankers
                  Acceptance, in respect of each Letter of Credit and Bankers
                  Acceptance, for the period from and including the date of
                  issuance of such Letter of Credit or Bankers Acceptance to and
                  including the date of termination or expiration of such Letter
                  of Credit or Bankers Acceptance, computed at a rate per annum
                  in an amount equal to two percent (2%) per annum. Accrued L/C
                  Fees shall be due and payable monthly in arrears on the first
                  Business Day of each month and on the first Business Day on or
                  after the termination of the Commitment upon which no Letters
                  of Credit or Bankers Acceptances remain outstanding.

         (n)      The following Section 2.24 is added after Section 2.23:

                           2.24 Usage Fee. In addition to the Facility Fee,
                  Commitment Fee, and all other amounts payable hereunder, the
                  Borrower shall pay to the Agent for the account of each
                  Lender, (a) on the first Business Day in February, 2005, a fee
                  in the amount of 0.10% (10 basis points) of the highest amount
                  of Loans that were outstanding on any day in January, 2005,
                  and (b) on the first Business Day in March, 2005, a fee in the
                  amount of 0.10% of the highest amount of Loans that were
                  outstanding on any day in February, 2005.

         (o)      Section 3.8 is deleted in its entirety and replaced with the
         following:

                           3.8 Application of Payments. All payments of any of
                  the Obligations, including amounts obtained from the
                  disposition of collateral, shall be applied first to the
                  payment of all fees, expenses and other amounts due to the
                  Agent (excluding principal and interst), then to accrued
                  interest and fees payable on the Loans (including the Letters
                  of Credit and Bankers Acceptances), and then to all of the
                  other Obligations (including reimbursement and cash collateral
                  obligations with respect to Letters of

<PAGE>

                  Credit and Bankers Acceptances and amounts payable with
                  respect to the F/X Facility), in each case for application to
                  the Obligations on a pro rata basis based on the relative
                  amount of each Obligation in relation to the sum of all of the
                  Obligations.

         (p)      Clause (xv) of Section 6.1 is deleted in its entirety and
         replaced with the following:

                           (xv) On or before Wednesday of every other week (i.e.
                  bi-weekly), commencing on the next Wednesday after the Fifth
                  Amendment Date, a Borrowing Base Certificate in the form of
                  Exhibit C-1 hereto showing the calculations necessary to
                  determine Borrowing Capacity, which certificates shall have
                  been signed by the Borrower's Chief Financial Officer or
                  Treasurer, provided that, even though the amount of Accounts
                  Receivable set forth on such Exhibit C-1 shall in each case be
                  as of the end of the week preceding the date that such
                  Borrowing Base Certificate is delivered hereunder, the amount
                  of Inventory reflected in such Exhibit C-1 shall in each case
                  be the amount of Inventory as of the end of the month most
                  recently ended prior to the end of the week preceding the date
                  of delivery of such Borrowing Base Certificate (e.g., the
                  Borrowing Base Certificate delivered on February 16, 2005
                  shall set forth Accounts Receivable as of Februrary 11, 2005
                  and Inventory as of January 31, 2005).

         (q)      The form of Exhibit C-1 is deleted in its entirety and
         replaced with Exhibit C-1 attached to this Amendment.

         (r)      The following Section 6.12.7 is added after Section 6.12.6:

                           6.12.7 Capital Expenditures. During the fiscal
                  quarter ending March 31, 2005, (a) the Borrower and its
                  Subsidiaries shall not make capital expenditures (including
                  Capitalized Lease Obligations incurred during such quarter,
                  whether or not payable in such quarter) of more than
                  $1,250,000 in the aggregate, and (b) the Borrower and its
                  Subsidiaries shall not make capital expenditures and
                  commitments to make future capital expenditures (including
                  Capitalized Lease Obligations, and including the capital
                  expenditures referred to in clause (a) of this paragraph) of
                  more than $4,000,000 in the aggregate.

         (s)      The following Section 6.22 is added after Section 6.21:

                           6.21 Mortgage Modification. On or before February 14,
                  2005, the Borrower shall (a) execute and deliver to the Agent
                  a modification of the Mortgage in form and substance
                  acceptable to the Agent, which modification will reflect the
                  changes made to the Commitments by the Fifth Amendment hereto,
                  and (b) cause to be delivered to the Agent a title insurance
                  endorsement insuring that the Mortgage continues to be valid
                  and enforceable after the recording of

<PAGE>

                  such mortgage modification, with the same priority that it had
                  prior to the execution of the Fifth Amendment hereto..

         (t)      The following sentence is added to the end of Section 11.2:

                  For the avoidance of doubt, references in this Section 11.2 to
                  Loans include Lettters of Credit and Bankers Acceptances.

         2.       The Borrower acknowledges and agrees that, in the absence of
an agreement as to revised financial covenants for the period ending December
31, 2004 and thereafter by January 31, 2005 in accordance with clause (vi) of
Section 6.21 and the letter with respect thereto from the Agent to the Borrower
dated December 10, 2004, an Event of Default will have occurred as of January
31, 2005 unless such Event of Default is waived by the Lenders. The Lenders
hereby waive such Event of Default (and any Event of Default that may have
occurred as a result of the Borrower's failure to be in compliance with the
covenants set forth in Sections 6.12.1, 6.12.2, 6.12.3 or 6.12.6 of the Credit
Agreement).

         3.       The amendments set forth in Section 1 hereof and the waiver
set forth in Section 2 hereof shall become effective as of the date that the
following conditions shall have been satisfied (the date that such amendments
take effect being the "Amendment Effective Date"), provided, however, that the
amendments set forth in Section 1 hereof and the waiver set forth in Section 2
hereof shall not take effect unless such conditions have been satisfied on or
before January 28, 2005.

         (a)      The Lenders shall have executed this Amendment and shall have
         received a copy of this Amendment duly executed by the Borrower, the
         Borrowing Subsidiaries and the Guarantors.

         (b)      The Borrower shall have paid to current and previous counsel
         for the Agent the amount of reasonable fees and disbursements owed to
         such counsel in connection with the Credit Agreement, this Agreement
         and matters related hereto and thereto, and the Borrower shall have
         paid the fees and disbursements owed to any consultants retained by the
         Agent in connection with the Credit Agreement and the Loans.

         4.       Except as amended, modified or supplemented by this Amendment,
all of the terms, conditions, covenants, provisions, representations, warranties
and conditions of the Credit Agreement shall remain in full force and effect and
are hereby acknowledged, ratified, confirmed and continued as if fully restated
hereby.

         5.       The invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of any other term or
provision hereof or contained in the Credit Agreement.

         6.       It is the intention of the parties hereto that this Amendment
shall not constitute a novation and shall in no way adversely affect or impair
performance of the obligations of the Borrower under the Credit Agreement.

<PAGE>

         7.       Regardless of whether the conditions in Section 3 hereof are
satisfied and whether or not the amendments in Section 1 and the waiver in
Section 2 take effect, the Borrower hereby confirms and ratifies the Obligations
incurred by it and the Borrowing Subsidiaries under the Credit Agreement and the
other Loan Documents, and acknowledges that the Borrower has no defense, offset,
counterclaim, or right of recoupment against the Agent or any Lender with
respect to any of such Obligations or any other matter.

         8.       This Amendment is to be governed and construed in accordance
with the laws of the Commonwealth of Massachusetts (without regard to it
conflict of laws or choice of law principles).

         9.       This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one agreement, and any of the
parties thereto may execute this Agreement by signing any such counterpart. This
Amendment shall be effective when it has been executed by the Borrower, each of
the Borrowing Subsidiaries, the Guarantors, the Agent and the each of the
Lenders.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]

<PAGE>


         IN WITNESS WHEREOF, the foregoing has been executed as an instrument
under seal as of the date first above written.

                                   ENSESCO GROUP, INC.



                                   By:      /s/ Cynthia Passmore-McLaughlin
                                            ------------------------------------
                                   Name:    Cynthia Passmore-McLaughlin
                                            ------------------------------------
                                   Title:   President & CEO
                                            ------------------------------------



                                   By:      /s/ Charles E. Sanders
                                            ------------------------------------
                                   Name:    Charles E. Sanders
                                            ------------------------------------
                                   Title:   Treasurer
                                            ------------------------------------

                                   FLEET NATIONAL BANK
Commitment;
$24,375,000 Loans
$6,000,000 L/C and B/A Facility



                                   By:      /s/ C. Christopher Smith
                                            ------------------------------------
                                   Name:    C. Christopher Smith
                                   Title:   Vice President

                                   LASALLE BANK NATIONAL ASSOCIATION
Commitment;
$14,625,000 Loans
$0 L/C and B/A Facility



                                   By:      /s/ Hollis J. Griffin, Jr.
                                            ------------------------------------
                                   Name:    Hollis J. Griffin, Jr.
                                   Title:   Vice President Commercial Banking

Acknowledged and agreed to:
Guarantor                          ENESCO INTERNATIONAL LTD.



                                   By:      /s/ Charles E. Sanders
                                            ------------------------------------
                                   Name:    Charles E. Sanders
                                            ------------------------------------
                                   Title:   Treasurer
                                            ------------------------------------



<PAGE>


Acknowledged and agreed to:
(Borrowing Subsidiaries)
                                   ENESCO INTERNATIONAL (H.K.) LIMITED



                                   By:      /s/ Charles E. Sanders
                                            ------------------------------------
                                   Name:    Charles E. Sanders
                                            ------------------------------------
                                   Title:   Director
                                            ------------------------------------

                                   GREGG MANUFACTURING, INC.



                                   By:      /s/ Charles E. Sanders
                                            ------------------------------------
                                   Name:    Charles E. Sanders
                                            ------------------------------------
                                   Title:   CFO & Treasurer
                                            ------------------------------------