SECOND AMENDMENT TO LOAN DOCUMENTS

   THIS SECOND AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is
made effective as of this 29th day of October, 1999 by and among
SWANK, INC., a corporation organized under the laws of the State
of Delaware (the "Borrower"), the financial institutions which
are now or which hereafter become a party hereto (collectively,
the "Lenders" and individually a "Lender") and PNC BANK, NATIONAL
ASSOCIATION, ("PNC"), as agent for Lenders (PNC, in such
capacity, the "Agent"). a national banking association ("PNC"),
as agent for the Lenders described below (PNC, in such capacity,
the "Agent").

                           BACKGROUND

   A.   The Borrower has executed and delivered to the Lender (or
a predecessor which is now known by the Lender's name as set
forth above), one or more promissory notes, letter agreements,
loan agreements, security agreements, mortgages, pledge
agreements, collateral assignments, and other agreements,
instruments, certificates and documents, some or all of which are
more fully described on attached Exhibit A, which is made a part
of this Amendment (collectively as amended from time to time, the
"Loan Documents") which evidence or secure some or all of the
Borrower's obligations to the Lender for one or more loans or
other extensions of credit (the "Obligations").

   B.   The Borrower and the Lender desire to amend the Loan
Documents as provided for in this Amendment.

   NOW, THEREFORE, in consideration of the mutual covenants
herein contained and intending to be legally bound hereby, the
parties hereto agree as follows:

   1.   Certain of the Loan Documents are amended as set forth in
Exhibit A. Any and all references to any Loan Document in any
other Loan Document shall be deemed to refer to such Loan
Document as amended by this Amendment. This Amendment is deemed
incorporated into each of the Loan Documents. Any initially
capitalized terms used in this Amendment without definition shall
have the meanings assigned to those terms in the Loan Documents.
To the extent that any term or provision of this Amendment is or
may be inconsistent with any term or provision in any Loan
Document, the terms and provisions of this Amendment shall
control.

   2.   The Borrower hereby certifies that: (a) all of its
representations and warranties in the Loan Documents, as amended
by this Amendment, are, except as may otherwise be stated in this
Amendment: (i) true and correct in all material respects as of
the date of this Amendment, (ii) ratified and confirmed without
condition as if made anew, and (iii) incorporated into this
Amendment by reference, (b) no Event of Default or event which,
with the passage of time or the giving of notice or both, would
constitute an Event of Default, exists under any Loan Document
which will not be cured by the execution and effectiveness of
this Amendment, (c) no consent, approval, order or authorization
of, or registration or filing with, any third party is required
in connection with the execution, delivery and carrying out of
this Amendment or, if required, has been obtained, and (d) this
Amendment has been duly authorized, executed and delivered so
that it constitutes the legal, valid and binding obligation of
the Borrower, enforceable in accordance with its terms. The
Borrower confirms that the Obligations remain outstanding without
defense, set off, counterclaim, discount or charge of any kind as
of the date of this Amendment.


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   3.   The Borrower hereby confirms that any collateral for the
Obligations, including liens, security interests, mortgages, and
pledges granted by the Borrower or third parties (if applicable),
shall continue unimpaired and in full force and effect, and shall
cover and secure all of the Borrower's existing and future
Obligations to the Lender, as modified by this Amendment.

   4.   As a condition precedent to the effectiveness of this
Amendment, the Borrower shall comply with the terms and
conditions (if any) specified in Exhibit A.

   5.   This Amendment may be signed in any number of counterpart
copies and by the parties to this Amendment on separate
counterparts, but all such copies shall constitute one and the
same instrument. Delivery of an executed counterpart of a
signature page to this Amendment by facsimile transmission shall
be effective as delivery of a manually executed counterpart. Any
party so executing this Amendment by facsimile transmission shall
promptly deliver a manually executed counterpart, provided that
any failure to do so shall not affect the validity of the
counterpart executed by facsimile transmission.

   6.   This Amendment will be binding upon and inure to the
benefit of the Borrower and the Lender and their respective
heirs, executors, administrators, successors and assigns.

   7.   This Amendment has been delivered to and accepted by the
Lender and will be deemed to be made in the State where the
Lender's office indicated in the Loan Documents is located. This
Amendment will be interpreted and the rights and liabilities of
the parties hereto determined in accordance with the laws of the
State where the Lender's office indicated in the Loan Documents
is located, excluding its conflict of laws rules.

   8.   Except as amended hereby, the terms and provisions of the
Loan Documents remain unchanged, are and shall remain in full
force and effect unless and until modified or amended in writing
in accordance with their terms, and are hereby ratified and
confirmed. Except as expressly provided herein, this Amendment
shall not constitute an amendment, waiver, consent or release
with respect to any provision of any Loan Document, a waiver of
any default or Event of Default under any Loan Document, or a
waiver or release of any of the Lender's rights and remedies (all
of which are hereby reserved). The Borrower expressly ratifies
and confirms the confession of judgment (if applicable) and
waiver of jury trial provisions contained in the Loan Documents.



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WITNESS the due execution of this Amendment as a document under
seal as of this 3rd day of November, 1999.



(SEAL)


ATTEST:                           SWANK, INC.



By: /s/ Laura McPherson           By:  /s/ Jerold R. Kassner
                                       JEROLD R. KASSNER
Print Name:    Laura McPherson         Sr. Vice Pres. and CFO
Title:  Executive Assistant
(Include title only if an officer of entity signing to the right)

                                   PNC BANK, NATIONAL ASSOCIATION
                                   As Lender and as Agent

                                   By:  /s/ Arthur Lippens
                                         ARTHUR LIPPENS
                                         Vice President


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                          EXEIIBIT A TO
               SECOND AMENDMENT TO LOAN DOCUMENTS
             DATED EFFECTIVE AS OF OCTOBER 29, 1999

A. The "Loan Documents" that are the subject of this Amendment
   include the following (as any of the foregoing have
   previously been amended, modified or otherwise supplemented):

      1. Revolving Credit and Security Agreement dated as of July
   27, 1998, as such has been amended and or supplemented from
   time to time, (the "Loan Agreement").

     2. Amendment to Revolving Credit and Security Agreement
   dated as of July 12, 1999.

     3. Revolving Credit Note dated as of July 27, 1998 in the
   principal sum of $3,000,000.00, and any renewal, extension,
   modification or amendment thereto or substitution therefor
   ("Revolving Credit Note").

     4. Pledge Agreement dated as of July 27, 1998.

     5. All other documents, instruments, agreements, and
   certificates executed and delivered in connection with the Loan
   Documents listed in this Section A.

B. The Loan Documents are amended as follows:

  1.  The definition of "Maximum Revolving Advance Amount" in
  Section 1.2 of the Loan Agreement is hereby amended to read in
  its entirety as follows:

  "Maximum Revolving Advance Amount" shall mean (a) THIRTY-THREE
  MILLION DOLLARS ($33,000,000.00) during the period commencing
  October 31, 1999 and ending on November 30, 1999, and (b)
  THIRTY MILLION DOLLARS ($30,000,000.00) at all other times
  subsequent to November 30, 1999."

  2. Amendment to Revolving Credit Note. The Revolving Credit
  Note shall be amended as follows: (a) THIRTY-THREE MILLION
  DOLLARS ($33,000,000.00) during the period commencing October
  31, 1999 and ending on November 30, 1999, and (b) THIRTY
  MILLION DOLLARS ($30,000,000.00) at all other times subsequent
  to November 30, 1999.


C. Conditions to Effectiveness of Amendment: The effectiveness of
  the amendments set forth in this Amendment are subject to the
  prior satisfaction of the following conditions:

  1. Execution by Borrower and delivery to the Lender on or
  before November 1, 1999 of this Amendment and such supporting
  authority documents as the Lender may require.

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