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EXHIBIT 10.1

THIRD AMENDMENT TO BUSINESS LOAN AGREEMENT

This Third Amendment to Business Loan Agreement (the Amendment) is made
as of August 19, 2002, between Bank of America, N. A. (Bank) and Pacific
Sunwear of California, Inc., a California corporation (the Borrower).

RECITALS

A.     Borrower and Bank entered into that certain Business Loan Agreement
dated as of April 3, 2001, as previously amended by that certain First
Amendment to Business Loan Agreement dated April 17, 2001, and that certain
Second Amendment to Business Loan Agreement dated August 1, 2001 (the
Agreement), each executed by both Borrower and Bank.

B.     Borrower and Bank desire to further amend certain terms and provisions
of the Agreement.

AGREEMENT

1.     Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

2.     Amendments. The Agreement is hereby amended as follows:



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| | 2.1      In Section 1.1(a) of the Agreement, the words Thirty Million
Dollars ($30,000,000.00) are hereby deleted in its entirety and replaced
with the following: Forty Five Million Dollars ($45,000,000.00).
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| | 2.2      The following sections in the Agreement are hereby deleted in
its entirety and replaced with the words [Intentionally Omitted]:                                                                         

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|2.2.2 |  | Section 3;       
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|2.2.3 |  | Section 5.1(c);  
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|2.2.4 |  | Section 7.12; and
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|2.2.5 |  | Section 9.1(c).; 



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| | 2.3      The words Commencing on the funding of the Facility No. Three
Commitment, in the beginning of Section 9.4 of the Agreement are hereby
deleted in their entirety.
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| | 2.4      Section 5.1(a) of the Agreement is hereby deleted in its
entirety and replaced with the following:                                                                

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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  | The Borrower agrees to pay a fee on any difference
between the Facility No. One Commitment and the
amount of credit it actually uses, determined by the
weighted average credit outstanding during the
specified period. The fee will be calculated at
0.20% per year. The calculation of credit
outstanding shall include the undrawn amount of
letters of credit and shipside bonds. The fee will
be payable quarterly in arrears until expiration of
the Facility No. One availability period. |  | 



| |                                                                                           
| | ------------------------------------------------------------------------------------------
| | 2.5      Section 9.7(f) is hereby deleted in its entirety and replaced
with the following:

| |  |                                                                                                                                                                                                                                                                                                                                        |  | 
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  | (f) Additional debts and lease obligations
(including but not limited to that certain lease
dated June 30, 2002, in the amount of $2,413,250.00
executed by Borrower and IBM Global Finance) for
business purposes which do not exceed a total
principal amount of Five Million Dollars
($5,000,000.00) outstanding at any one time. |  | 



| |                                                                                           
| | ------------------------------------------------------------------------------------------
| | 2.6      Section 9.7(g) is hereby deleted in its entirety and replaced
with the following:

| |  |                                                                                                                                                                                                        |  | 
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
| |  | Indebtedness secured by the Property and all
improvements thereon; provided, that in connection
with the incurrence of such indebtedness, Facility
No. Two has been paid in full and has terminated. |  | 



| |                                                                                            
| | -------------------------------------------------------------------------------------------
| | 2.7      The following sentence is hereby added to the end of Section 9.8
of the Agreement:

| |  |                                                                                                                                                                                                                                                                                                                                                                 |  | 
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  | The Borrower hereby acknowledges and agrees that it
will not enter into any agreement with any other
creditor, lender or other person that would have the
effect of prohibiting or otherwise limiting the
ability of the Borrower at any time to pledge any or
all of its assets to the Bank without first obtaining
the prior written consent from the Bank. |  | 



| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.8      In Section 9.10(c), the words Fifteen Million Dollars
($15,000,000) are hereby deleted in its entirety and replaced with
Twenty Million Dollars ($20,000,000.00).



| |                                                                                                          
| | ---------------------------------------------------------------------------------------------------------
| | 2.9      Section 9.29 of the Agreement is hereby deleted in its entirety
and replaced with the following:

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| |  |                                                                                                                                                                                                                                                                                        |  | 
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  | To reduce the amount of advances outstanding under
Facility No. One to zero for at least 30 consecutive
days during any rolling twelve-month period. For
purposes of this paragraph, advances does not
include undrawn amounts of outstanding letters of
credit or shipside bonds. |  | 

3.     Representations and Warranties. Borrower hereby represents and
warrants to Bank that: (i) no default specified in the Agreement and no event
which with notice or lapse of time or both would become such a default has
occurred and is continuing and has not been previously waived, (ii) the
representations and warranties of Borrower pursuant to the Agreement are true
on and as of the date hereof as if made on and as of said date, (iii) the
making and performance by Borrower of this Amendment have been duly authorized
by all necessary action, and (iv) no consent, approval, authorization, permit
or license is required in connection with the making or performance of the
Agreement as amended hereby.

4.     Conditions. This Amendment will be effective when the Bank receives
the following items, in form and content acceptable to the Bank:



| |                                                                                         
| | ----------------------------------------------------------------------------------------
| | 5.1      This Amendment duly executed by all parties
hereto.                            
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| | 5.2      Payment of an amendment fee in the amount of Ten Thousand
Dollars ($10,000.00).

5.     Effect of Amendment. Except as provided in this Amendment, the
Agreement shall remain in full force and effect and shall be performed by the
parties hereto according to its terms and provisions.

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IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as of the date first above written.

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| |  | BANK OF AMERICA, N.A.                           
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| |  | By:____________________________________         
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| |  | Name:__________________________________         
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| |  | Title:___________________________________       
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| |  | PACIFIC SUNWEAR OF CALIFORNIA, INC.             
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| |  | By:____________________________________         
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| |  | Name: Carl Womack
Title: Chief Financial Officer
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| |  |                                                 
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| |  | By:____________________________________         
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| |  | Name: Greg Weaver
Title: Chief Executive Officer

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