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                                                                    EXHIBIT 10.1

                    FOURTH AMENDMENT TO AMENDED AND RESTATED
                       SENIOR REVOLVING CREDIT AGREEMENT


         This FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT
AGREEMENT (the "Amendment") is made as of this 6th day of April, 2001, by and
among ENESCO GROUP, INC., a Massachusetts corporation (the "Borrower"), the
Borrowing Subsidiaries who may from time to time become a party to the Amended
and Restated Senior Revolving Credit Agreement, and FLEET NATIONAL BANK, a
national banking association (the "Bank").

                                    RECITALS

         The Borrower and the Bank are parties to a certain Amended and Restated
Senior Revolving Credit Agreement dated as of August 23, 2000, as amended by a
First Amendment to Amended and Restated Senior Revolving Credit Agreement dated
as of November 27, 2000, as further amended by a Second Amendment to Amended and
Restated Senior Revolving Credit Agreement dated as of November 30, 2000, and as
further amended by a Third Amendment to Amended and Restated Senior Revolving
Credit Agreement dated as of March 23, 2001 (the "Credit Agreement"), pursuant
to which the Bank has extended certain financial accommodations to the Borrower
including those evidenced by a Borrower Note in the face amount of $50,000,000
dated August 3, 2000, a Back-Up L/C Demand Note in the face amount of
$25,000,000 dated November 27, 2000 and a Back-Up F/X Demand Note in the face
amount of $10,000,000 dated November 27, 2000. The Borrower and the Bank have
agreed to further modify the terms and provisions of the Credit Agreement, as
more fully described and set forth hereinbelow. Capitalized terms not otherwise
defined in this Amendment 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 Borrower and the Bank agree
that the Credit Agreement is amended as follows:

1.       The definition of "Accounts Receivable," "Account" or "Accounts" which
         appears in ARTICLE I is deleted in its entirety and replaced with the
         following:

                       "Accounts Receivable," "Account" or "Accounts" means a
                  right to payment for goods sold or leased or for services
                  rendered by Borrower or Subsidiaries, whether or not earned by
                  performance, including all Accounts (as defined in the Uniform
                  Commercial Code).

2.       The definition of "Applicable Margin" (including the pricing grid and
         terms of pricing determination) which appears in ARTICLE I is deleted
         in its entirety and replaced with the following:


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                      "Applicable Margin" for LIBOR Advances or Cost of Funds
                  Advances means one hundred fifty basis points (1.50%).
                  "Applicable Margin" for Alternate Base Rate Advances means
                  zero basis points (0.00%).

3.       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)  Forty Million Dollars ($40,000,000), or

                          (y) (i) the sum of eighty-five percent (85%) of
                          Accounts Receivable of the Borrower for the months of
                          April, May and June of 2001, (ii) the sum of
                          seventy-five percent (75%) of Accounts Receivable of
                          the Borrower for the month of July of 2001, and (iii)
                          the sum of seventy percent (70%) of Accounts
                          Receivable of the Borrower for each month thereafter,
                          in each case, which Accounts Receivable are not
                          Ineligible Accounts of the Borrower.

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

                      "Commitment" means the obligation of the Bank, subject to
                  Borrowing Capacity, to make Loans not exceeding an aggregate
                  principal amount of $25,000,000 for all such Loans outstanding
                  at any time, or as set forth in any Notice of Assignment
                  relating to any assignment that has become effective pursuant
                  to Section 12.3.1, as such amount may be modified from time to
                  time pursuant to the terms hereof.

5.       The definition of "Cost of Funds Advance" which appears in ARTICLE I is
         deleted in its entirety and replaced with the following:

                      "Cost of Funds Advance" means an Advance denominated in
                  Dollars which bears interest at the Cost of Funds Rate.

6.       The following definition for the term "Cost of Funds Rate" is added to
         ARTICLE I:

                      "Cost of Funds Rate" means with respect to any Cost of
                  Funds Advance, a rate per annum equal to the sum of (i) the
                  Applicable Margin, plus (ii) the Cost of Funds.


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7.       The definition of "Facility Fee" which appears in ARTICLE I is deleted
         in its entirety and replaced with the following:

                      "Facility Fee" means a per annum fee equal to twenty-five
                  basis points (0.25%) payable quarterly in arrears by the
                  Borrower to the Bank on the amount of the Commitment,
                  irrespective of Borrowing Capacity or aggregate outstanding
                  Advances.

8.       The following additional subclauses (q) and (r) are added to the end of
         the definition of "Ineligible Accounts" which appears in ARTICLE I:

                      (q) Any Account due from any Account Debtor not domiciled
                  and having its principal place of business located in the
                  United States.

                      (r) Any Account in which the Bank does not hold a valid,
                  duly perfected, first priority security interest.

9.       The following definition for the term "Inventory is added to ARTICLE I:

                      "Inventory" means and includes all present and future
                  Inventory as defined in the Uniform Commercial Code, excluding
                  raw materials, work in process, and all materials used or
                  consumed in the Debtor's business; all such Inventory as now
                  owned or hereafter acquired, anywhere located including,
                  without limitation, with manufacturers or at warehouses,
                  including any such returned or repossessed inventory or any
                  such inventory in transit, all products of the accessions to
                  such inventory, and all documents of title, whether negotiable
                  or non-negotiable, representing any of the foregoing.

10.      The definition of "L/C Facility Limit" which appears in ARTICLE I is
         deleted in its entirety and replaced with the following:

                      "L/C Facility Limit" means the obligation of the Bank
                  pursuant to Section 2.1.B, subject to Borrowing Capacity
                  (dollar for dollar based upon the aggregate stated amount of
                  all Letters of Credit outstanding), to issue Letters of Credit
                  up to an aggregate stated amount of all such Letters of Credit
                  outstanding at any given time of $15,000,000.

11.      The definition of "Loan Documents" which appears in ARTICLE I is
         deleted in its entirety and replaced with the following:

                      "Loan Documents" means this Agreement, the Notes, the
                  Guarantees, the Pledge Agreements, the Security Agreements and
                  any


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                  Elections to Participate executed by the Borrower, the
                  Borrowing Subsidiaries or any Guarantor in connection
                  herewith.

12.      The following definition for the term "Security Agreements" is added to
         ARTICLE I:

                      "Security Agreements" mean the Security Agreements between
                  the Borrower or any Subsidiary and the Bank relating to the
                  grant of security interests to the Bank in certain personal
                  property of the Borrower or any such Subsidiary.

13.      Section 2.1 which appears in ARTICLE II 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, the Bank
                  agrees, on the terms and conditions set forth in this
                  Agreement, to make Loans to the Credit Parties from time to
                  time subject to Borrowing Capacity in an aggregate Dollar
                  Amount not to exceed at any one time outstanding the amount of
                  its Commitment. Subject to the terms of this Agreement, each
                  Credit Party may borrow, repay and reborrow at any time prior
                  to the Facility Termination Date. Unless earlier terminated in
                  accordance with the terms and conditions of this Agreement,
                  the Commitments to lend hereunder shall expire on the Facility
                  Termination Date."

14.      The first paragraph of Section 2.1.B which appears in ARTICLE II is
         deleted in its entirety and replaced with the following:

                      "2.1.B. Letter of Credit Facility. From and including the
                  date of this Agreement and prior to the Facility Termination
                  Date, the Bank agrees, on the terms and conditions set forth
                  in this Agreement, upon request of the Borrower, to issue
                  Letters of Credit subject to the L/C Facility Limit with
                  expiration dates of not later than 90 days beyond the Facility
                  Termination Date (the "L/C Facility")."

15.      Section 2.15 which appears in ARTICLE II is deleted in its entirety and
         replaced with the following:

                      "2.15. Letters of Credit. Letters of Credit may be issued,
                  extended or renewed at any time prior to the Facility
                  Termination Date. A per annum fee equal to one-half of the
                  then Applicable Margin for LIBOR Advances multiplied by the
                  stated amount of the Letter of Credit to be issued shall be
                  paid by the Borrower to the Bank in connection with the


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                  issuance of each Letter of Credit. In addition, the Borrower
                  shall pay to the Bank a fronting fee equal to one-eighth of
                  one percent (0.125%) per annum on the amount of the Letter of
                  Credit, plus all of the Bank's customary charges for
                  processing, issuance and amendments to the Letter of Credit.
                  All Letter of Credit fees and charges shall be payable on each
                  Payment Date in arrears."

16.      The following additional subsections are added to the end of Section
         6.1:

                      (xiii) promptly following the execution of this Amendment,
                  and on an annual basis within 45 days following the end of
                  each fiscal year of the Borrower, a schedule of Accounts
                  Receivable of the Borrower by Account Debtor, such schedule to
                  include any Account Debtor or Account Debtors liable to the
                  Debtor on any Account or Accounts in the aggregate of $25,000
                  or more, together with the address of each such Account Debtor
                  and such other information as may be reasonably requested by
                  the Bank, all in form and substance acceptable to the Bank,
                  and certified as true and correct by the Chief Financial
                  Officer of the Borrower.

                      (xiv) within 30 days after the close of each fiscal
                  quarter of the Borrower, a summary schedule of Accounts
                  Receivable of the Borrower, with aging, and such other
                  information for Account Debtors as may be reasonably requested
                  by the Bank, all in form and substance acceptable to the Bank,
                  and certified as true and correct by the Chief Financial
                  Officer of the Borrower.

                      (xv) within 30 days after the close of each fiscal quarter
                  of the Borrower, a complete schedule of Inventory of the
                  Borrower by location, in form and substance acceptable to the
                  Bank, and certified as true and correct by the Chief Financial
                  Officer of the Borrower.

17.      The following additional Subsection 7.15 is added to the end of ARTICLE
         VII:

                      7.15  The occurrence of any Event of Default under any of
                  the Security Agreements.

18.      EXHIBIT C-1 attached as a part of the Credit Agreement is deleted in
         its entirety and replaced with EXHIBIT C-1 attached as a part of this
         Amendment.

19.      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


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         hereby acknowledged, ratified, confirmed and continued as if fully
         restated hereby.

20.      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.

21.      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.

22.      The Borrower hereby confirms and ratifies the obligations established
         under the Credit Agreement, as amended hereby.

23.      This Amendment is to be governed and construed in accordance with the
         laws of the Commonwealth of Massachusetts.

24.      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 and the Bank.


                     [SIGNATURES APPEAR ON FOLLOWING PAGE]


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


WITNESS:                         ENESCO GROUP, INC.



                                 By:   /s/ Anne-Lee Verville
                                    -------------------------------------------
                                 Print Name:  Anne-Lee Verville
                                            -----------------------------------
                                 Title:    Interim CEO and President
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                                 By:   /s/ Jeffrey W. Lemajeur
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                                 Print Name:  Jeffrey W. Lemajeur
                                            -----------------------------------
                                 Title:    Chief Financial Officer
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                                 FLEET NATIONAL BANK



                                 By:       Sheryl McQuade
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                                 Its       Vice President
                                    -------------------------------------------



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