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                                                                   EXHIBIT 10.2

                    SEVENTH AMENDMENT TO AMENDED AND RESTATED
                        SENIOR REVOLVING CREDIT AGREEMENT


     This SEVENTH AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT
AGREEMENT (the "Amendment") is made as of this 7th day of September, 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 ("Fleet") and LaSalle Bank National Association
("LaSalle" and together with Fleet, the "Banks").

                                    RECITALS

     The Borrower and the Banks 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, as
further amended by a Third Amendment to Amended and Restated Senior Revolving
Credit Agreement dated as of March 23, 2001, as further amended by a Fourth
Amendment to Amended and Restated Senior Revolving Credit Agreement dated as of
April 6, 2001, as further amended by a Fifth Amendment to Amended and Restated
Senior Revolving Credit Agreement dated as of June 18, 2001, and as further
amended by a Sixth Amendment to Amended and Restated Senior Revolving Credit
Agreement dated as of August 2, 2001 (the "Credit Agreement"), pursuant to which
the Banks have extended certain financial accommodations to the Borrower
including those evidenced by a Borrower Note dated August 3, 2000 in the face
amount of $50,000,000 payable to Fleet, a Borrower Note dated June 18, 2001 in
the face amount of $10,000,000 payable to LaSalle, a Back-Up L/C and B/A Demand
Note dated June 18, 2001 in the face amount of $15,000,000 payable to Fleet and
a Back-Up F/X Demand Note dated November 27, 2000 in the face amount of
$10,000,000 payable to Fleet. The Borrower and the Banks have agreed to further
modify the terms and provisions of the Credit Agreement, all 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 Banks agree
that the Credit Agreement is further amended as follows:

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





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     "Applicable Margin" means (i) that number of basis points over the LIBOR
Base Rate, the Cost of Funds or the Alternative Base Rate, as applicable, and
(ii) the Facility Fee, (both (i) and (ii) as determined based upon the
Borrower's Funded Debt/EBITDA Ratio in accordance with the pricing grid which
appears below):

               Level 1          Level 2          Level 3           Level 4
               -------          -------          -------           -------
Funded         Less than or     Greater than     Greater than or   Greater than
Debt/EBITDA    equal to 1:60:1  1:60:1 to Less   equal to 2.50:1   3.50:1
Ratio                           than 2.50:1      to Less than or
                                                 equal to 3.50:1

Facility Fee    20 bps           25 bps          25 bps             30 bps

LIBOR Base     125 bps          150 bps          200 bps           250 bps
Rate

Cost of Funds  125 bps          150 bps          200 bps           250 bps

Alternate Base   0 bps            0 bps            0 bps             0 bps
Rate


*bps = basis points

The Applicable Margin shall be established by the Bank based upon the Borrower's
Funded Debt/EBITDA Ratio calculated as of the date of a request for an Advance
or as of the date of continuation or conversion of any outstanding Advance
pursuant to Section 2.9, as the case may be, using the Borrower's most recently
delivered financial statement under Section 6.1, with such Applicable Margin
remaining in effect until expiration of any applicable Interest Period.

     2.   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) Fifty Million Dollars ($50,000,000), or

                    (y) the sum of (i) eighty percent (80%) of Accounts
                    Receivable of the Borrower, which Accounts Receivable are
                    not Ineligible Accounts of the Borrower, plus (ii) eighty
                    percent (80%) of the current market value of the property in
                    which the Bank holds a first priority mortgage or security
                    interest pursuant to the Mortgages, such current market
                    value to be subject to adjustment in the commercially
                    reasonable discretion of the Bank for environmental, title
                    or other matters which may affect such current market value.



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     3.   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 $40,000,000 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. Notwithstanding the foregoing, the Bank
               shall, subject to Borrowing Capacity, make Loans of up to
               $5,000,000 Dollars in excess of the Commitment based upon
               availability under the L/C and B/A Facility Limit in an amount
               sufficient to fully cover, Dollar for Dollar, the amount of any
               such Loan in excess of the Commitment. Availability under the L/C
               and B/A Facility Limit shall be reduced, Dollar for Dollar, in an
               amount equal to any such Loan made by the Bank in excess of the
               Commitment. Loans of up to $5,000,000 Dollars in excess of the
               Commitment shall be evidenced by the Borrower Note dated August
               3, 2000 in the original principal amount of $50,000,000 payable
               to the Bank and shall be subject to the interest rate provisions
               and other terms contained in ARTICLE II of the Agreement.

     4.   The following definitions are added to ARTICLE I:

                    "Consolidated Amortization" means, as of the date of any
               determination thereof, the amount of amortization of the Borrower
               and its Subsidiaries as shown on the consolidated statement of
               income and expenses of the Borrower and its Subsidiaries on and
               as of such date, determined on a consolidated basis in accordance
               with Agreement Accounting Principles.

                    "Consolidated Capital Expenditures" means, as of the date of
               any determination thereof, the amount of capital expenditures of
               the Borrower and its Subsidiaries as shown on the consolidated
               statement of cash flow of the Borrower and its Subsidiaries on
               and as of such date, determined on a consolidated basis in
               accordance with Agreement Accounting Principles.

                    "Consolidated Depreciation" means, as of the date of any
               determination thereof, the amount of depreciation of the Borrower
               and its Subsidiaries as shown on the consolidated statement of
               income and expenses of the Borrower and its Subsidiaries on and
               as of such date, determined on a consolidated basis in accordance
               with Agreement Accounting Principles.



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                    "Consolidated Non-Cash Compensation Expense" means, as of
               the date of any determination thereof, the amount of non-cash
               compensation which is paid in treasury stocks of the Borrower or
               its Subsidiaries on and as of such date, determined on a
               consolidated basis in accordance with Agreement Accounting
               Principles.

                    "Consolidated Operating Profit" means, as of the date of any
               determination thereof, the amount of operating profit of the
               Borrower and its Subsidiaries as shown on the consolidated
               statement of income and expenses of the Borrower and its
               Subsidiaries on and as of such date, determined on a consolidated
               basis in accordance with Agreement Accounting Principles.

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

                    "EBITDA" means, as of the date of any determination thereof,
               Consolidated Operating Profit for such period, plus Consolidated
               Depreciation, plus Consolidated Amortization, plus Consolidated
               Non-Cash Compensation Expense.

     6.   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 in basis points payable
               quarterly in arrears by the Borrower to the Bank on the amount of
               the Commitment, not including any Loans by the Bank in excess of
               the Commitment, irrespective of Borrowing Capacity or aggregate
               outstanding Advances, pursuant to the pricing grid which appears
               in the definition of the term Applicable Margin in this Article
               I.

     7.   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 May 15, 2002.

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

                    "L/C and B/A 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
               such Letters 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



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               of Credit and Bankers' Acceptances outstanding at any given time
               of $10,000,000, minus the aggregate outstanding amount of any
               Loan or Loans made by the Bank in excess of the Commitment based
               upon availability under the L/C and B/A Facility Limit.

     9.   The first paragraph of 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, upon request of the
               Borrower, to (i) issue Letters of Credit, subject to the L/C and
               B/A Facility Limit, with expiration dates of not more than 90
               days beyond the Facility Termination Date, and (ii) permit
               Bankers' Acceptances, subject to the L/C and B/A Facility Limit,
               with expiration dates for Bankers' Acceptances obtained in
               connection with Letters of Credit issued hereunder of not more
               than 150 days beyond the Facility Termination Date (the "L/C and
               B/A Facility").

     10.  Subsection (ii) of Section 6.1 is deleted in its entirety and replaced
          with the following:

               (ii)  Within 45 days after the close of the first three
               quarterly periods of each of its fiscal years, for itself and the
               Subsidiaries, consolidated unaudited balance sheets as at the
               close of each such period and consolidated, condensed statements
               of income and retained earnings and a consolidated, condensed
               statement of cash flows for the period from the beginning of such
               fiscal year to the end of such quarter, all certified by its
               Chief Financial Officer.

     11.  Subsection (iii) of Section 6.1 is deleted in its entirety and
          replaced with the following:

               (iii) Together with the annual and quarterly financial
               statements required hereunder, a Compliance Certificate in
               substantially the form of Exhibit "C" hereto signed by the
               Borrower's Chief Financial Officer showing the calculations
               necessary to determine compliance with the requirements of
               Section 6.12 of this Agreement and stating that no Default or
               Unmatured Default exists, or if any Default or Unmatured Default
               exists, stating the nature and status thereof, and within 15 days
               after the end of each month a Borrowing Base Certificate in the
               form of Exhibit "C-1" hereto signed by the Borrower's Chief
               Financial Officer.


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     12.  Subsection (xiv) of Section 6.1 is deleted in its entirety and
          replaced with the following:

               (xiv) within 15 days after the end of each month, 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.

     13.  Section 6.12.1 is deleted in its entirety and replaced with the
          following:

                    6.12.1. Fixed Charge Coverage Ratio. The Borrower shall
               maintain a Fixed Charge Coverage Ratio of not less than 1.25 to
               1.00 as of the fiscal quarter ending September 30, 2001, and not
               less than 1.60 to 1.00 as of the fiscal year ending December 31,
               2001, with such Fixed Charge Coverage Ratio to be calculated
               based upon financial results of the Borrower for the four most
               recent consecutive fiscal quarters then ended. For the purposes
               of this covenant: (1) the term "Fixed Charge Coverage Ratio"
               means the ratio of (i) the Borrower's Consolidated Operating
               Profit, plus Consolidated Depreciation, plus Consolidated
               Amortization, plus Non-Cash Compensation Expense, minus
               Consolidated Capital Expenditures, minus dividends paid by the
               Borrower for the four most recent consecutive fiscal quarters
               then ended to (ii) the Borrower's Consolidated Interest Expense
               for such period.

     14.  Section 6.12.2 is deleted in its entirety and replaced with the
          following:

                    6.12.2. Funded Debt/EBITDA Ratio. The Borrower shall
               maintain a ratio of funded Consolidated Indebtedness, excluding
               letters of credit issued in the ordinary course of business, to
               the Borrower's EBITDA for the four most recent consecutive fiscal
               quarters ending September 30, 2001 of not greater than 3.55 to
               1.00, and for the four most recent consecutive fiscal quarters
               ending December 31, 2001 of not greater than 2.10 to 1.00.

     15.  Section 6.12.3 is deleted in its entirety and replaced with the
          following:

                    6.12.3. Minimum Operating Profit. The Borrower shall have a
               Minimum Consolidated Operating Profit for the three month period
               ending September 30, 2001 of not less than $3,830,000, and for
               the six month period ending December 31, 2001 of not less than
               $9,787,000.

     16.  Section 6.12.4 is deleted in its entirety.


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

     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.  The Borrower shall pay to the Bank upon execution of this Amendment an
          agent fee of $10,000 and an up front fee in connection with extension
          of the credit facilities pursuant to the Credit Agreement of $75,000.

     20.  By executing this Amendment, the Borrower hereby consents to
          assignment by the Bank to LaSalle of an additional $5,000,000 Dollar
          interest in and to the Commitment, excluding any Loan or Loans made by
          the Bank in excess of the Commitment.

     21.  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.

     22.  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.

     23.  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 the validity or priority of any lien on any collateral granted,
          pledged or mortgaged as security for the payment and performance of
          the liabilities and obligations of the Borrower under the Credit
          Agreement and other Loan Documents.

     24.  The Borrower hereby confirms and ratifies the obligations established
          under the Credit Agreement and other Loan Documents, as amended
          hereby, and the continuing and continuous security interests, pledges
          and mortgages in, of and to all collateral granted pursuant to the
          Credit Agreement and other Loan Documents.

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

     26.  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 Banks.



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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/ Daniel DalleMolle
                                   --------------------------------------------
                               Print Name:   Daniel DalleMolle
                                           ------------------------------------
                               Title:        President and CEO
                                     ------------------------------------------



                               By:           /s/ Jeffrey W. Lemajeur
                                   --------------------------------------------
                               Print Name:   Jeffrey W. Lemajeur
                                           ------------------------------------
                               Title:        Treasurer and CFO
                                     ------------------------------------------

                               FLEET NATIONAL BANK



                               By:           /s/Rick Zilewicz
                                   --------------------------------------------
                                   Its       Regional President


                               LASALLE BANK NATIONAL ASSOCIATION



                               By:           Tracy L. Harper
                                   --------------------------------------------
                                   Its       Assistant Vice President