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                                                                    EXHIBIT 10.2


                       AMENDMENT NO. 2 TO CREDIT AGREEMENT

     This Amendment No. 2 (this "Amendment") to the "Credit Agreement" (defined
below) is entered into as of June 13, 2001 by and between ARCHIBALD CANDY
(CANADA) CORPORATION (the "Borrower") and BANK ONE, NA, as successor to Bank One
Canada, as Lender (the "Lender").

                                    RECITALS:

     WHEREAS, the Borrower and the Lender have entered into that certain Credit
Agreement dated as of July 30, 1999 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement");

     WHEREAS, the Borrower has notified the Lender that the Borrower wishes to
amend the Credit Agreement in certain respects; and

     WHEREAS, the Lender is willing to amend the Credit Agreement on the terms
and conditions herein set forth;

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

     1.   DEFINED TERMS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to such terms in the Credit Agreement.

     2.   AMENDMENTS TO CREDIT AGREEMENT. Upon the effectiveness of this
Amendment in accordance with the provisions of SECTION 3 below, the Credit
Agreement is hereby amended as follows:

     The definition of "MATURITY DATE" set forth in SECTION 1.1 of the Credit
Agreement is hereby amended to delete therefrom the date "June 15, 2001" and to
substitute therefor the date "June 28, 2001."

     3.   CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective and
be deemed effective as of the date hereof (the "Effective Date") if, and only
if, the Lender shall have received each of the following:

          (a) four (4) duly executed originals of this Amendment from the
     Borrower;

          (b) Reaffirmations of Guarantees executed by Archibald Candy
     Corporation, Sweet Factory, Inc., Sweet Factory Group, Inc., SF Candy
     Company and SF Properties, Inc.; and


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          (c) a fully executed copy of Amendment No. 7 to the U.S. Credit
     Agreement and evidence satisfactory to it that the conditions precedent to
     the effectiveness of such Amendment No. 7 have been fully satisfied.

     4.   REPRESENTATIONS AND WARRANTIES OF THE BORROWER.

          4.1 The Borrower represents and warrants as of the date hereof that:

          (a) Its execution, delivery and performance of this Amendment are
     within its corporate powers, have been duly authorized by all necessary
     corporate action and do not require any consent or approval which has not
     been obtained; and

          (b) This Amendment and the Credit Agreement as amended hereby are its
     legal, valid and binding obligations, enforceable in accordance with their
     respective terms, except as enforcement may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws affecting creditors'
     rights generally or by general equitable principles.

          4.2 The Borrower affirms that the representations and warranties
contained in the Credit Agreement are true and correct as of the Effective Date.

          4.3 The Borrower affirms that each of the Security Documents is in
full force and effect as of the date hereof and that the Security Documents
secure the payment in full of the Accommodations Outstanding.

     5.   REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

          5.1 Upon the effectiveness of this Amendment pursuant to SECTION 3
hereof, on and after the Effective Date each reference in the Credit Agreement
to "this Agreement," "hereunder," "hereof," "herein" or words of like import and
each reference to the Credit Agreement in each Credit Document shall mean and be
a reference to the Credit Agreement as modified hereby.

          5.2 Except as specifically waived or amended herein, all of the terms,
conditions and covenants of the Credit Agreement and the other Credit Documents
shall remain in full force and effect and are hereby ratified and confirmed.

          5.3 The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of (a) any right,
power or remedy of the Lender under the Credit Agreement or any of the Credit
Documents, or (b) any Default under the Credit Agreement.

     6. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF
CANADA APPLICABLE THEREIN.

     7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original and all
of which taken together shall constitute one and the same agreement.

                                       2
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     8. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

               The remainder of this page is intentionally blank.


                                       3
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     IN WITNESS WHEREOF, the Borrower and the Lender have executed this
Amendment as of the date first above written.


                             ARCHIBALD CANDY (CANADA) CORPORATION


                             By:  /s/ Richard J. Anglin
                                 ----------------------------------------
                             Name: Richard J. Anglin
                             Title: Vice President and CFO


                             BANK ONE, NA, as successor to Bank One Canada

                             By:  /s/ Diane M. Faunda
                                 ----------------------------------------
                             Name: Diane M. Faunda
                             Title: Director, Capital Markets



Agreed and acknowledged
this 13th day of June, 2001

FLEET BUSINESS CREDIT CORPORATION,
formerly known as Sanwa Business Credit Corporation,
as a Lender under the U.S. Credit Agreement

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

BANK ONE, NA, as a Lender under the
U.S. Credit Agreement

By: /s/ Diane M. Faunda
    ----------------------------------------
Name: Diane M. Faunda
Title: Director, Capital Markets