Exhibit 10.2

SECOND AMENDMENT
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Second Amendment") is entered
into and effective as of August 15, 2002 by and among, on the one hand, F.A.O., Inc., a California corporation, FAO Schwarz, Inc., a Delaware corporation, and ZB
Company, Inc., a Delaware corporation (collectively, "Borrowers"), and, on the other hand, the financial institutions from time to time party to
the Loan Agreement referred to below (collectively, the "Lenders" and each individually, a "Lender") and
Wells Fargo Retail Finance, LLC, as agent for the Lenders (in such capacity, "Agent").

RECITALS

Borrowers, Agent and Lenders have entered into the Amended and Restated Loan and Security Agreement dated as of April 30, 2002, as amended by the First
Amendment to Amended and Restated Loan and Security Agreement dated as of May 31, 2002 (as so amended, as amended hereby and as further amended, restated, supplemented or otherwise modified
from time to time, the "Loan Agreement") pursuant to which Lenders and Agent have agreed to make certain revolving credit advances and provide other
financial accommodations to Borrowers. Borrowers have requested certain amendments to the Loan Agreement. Agent and Lenders are willing to amend the Loan Agreement on the terms and conditions
hereinafter set forth.

NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties signatory hereto agree as follows.

1.Definitions.Capitalized terms used but not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Loan Agreement.

2.Amendments to the Loan Agreement.



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3.Conditions Precedent to Second Amendment.The satisfaction of each of the following, unless waived or
deferred by Agent in its sole discretion or, in the case of subsection (b) below, by the Required Lenders or all of the Lenders, as applicable, shall constitute conditions precedent to the
effectiveness of this Second Amendment and each and every provision hereof:



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4.Representations and Warranties.Each Borrower hereby represents and warrants to Agent that (a) the
execution, delivery, and performance of this Second Amendment and of the Loan Agreement are within such Borrower's corporate powers, have been duly authorized by all necessary corporate action, and
are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ,
injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its
properties may be bound or affected, (b) this Second Amendment and the Loan Agreement constitute such Borrower's legal, valid, and binding obligation, enforceable against such Borrower in
accordance with its terms, and (c) this Second Amendment has been duly executed and delivered by such Borrower.

5.Choice of Law.The validity of this Second Amendment, its construction, interpretation and enforcement, and
the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the laws of the State of New York.

6.Counterparts; Telefacsimile Execution.This Second Amendment may be executed in any number of counterparts
and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Second Amendment by telefacsimile shall be as effective as delivery of a manually executed counterpart of this Second
Amendment. Any party delivering an executed counterpart of this Second Amendment by telefacsimile also shall deliver a manually executed counterpart of this Second Amendment but the failure to deliver
a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Second Amendment.

7.Effect on Loan Agreement.The Loan Agreement, as amended hereby, shall be and remain in full force and effect
in accordance with its respective terms and hereby is ratified and confirmed in all respects. The execution, delivery, and performance of this Second Amendment shall not operate as a waiver of or,
except as expressly set forth herein, as an amendment of, any right, power, or remedy of the Agent under the Loan Agreement, as in effect prior to the date hereof.

8.Further Assurances.Each Borrower shall execute and deliver all agreements, documents, and instruments, in
form and substance satisfactory to Agent, and take all actions as Agent may reasonably request from time to time, to perfect and maintain the perfection and priority of the security interest in the
Collateral held by Agent and to fully consummate the transactions contemplated under this Second Amendment and the Loan Agreement, as amended by this Second Amendment.

9.Miscellaneous.



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IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Loan and Security Agreement to be executed as of the date first above written.

| |  | ZB COMPANY, INC.                                      
| |  | ------------------------------------------------------
| |  | By:                                                   
| |  | F.A.O., INC.                                          
| |  | By:                                                   
| |  | FAO SCHWARZ, INC.                                     
| |  | By:                                                   
| |  | LENDERS:                                              
| |  | WELLS FARGO RETAIL FINANCE, LLC,
as Agent and a Lender
| |  | By:                                                   
| |  | ORIX FINANCIAL SERVICES, INC.                         
| |  | By:                                                   

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