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                                                                    Exhibit 10.2


                       AMENDMENT NO. 2 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of May 4, 2001
("THIS AMENDMENT"), by and among:

                  (i) ANTHONY & SYLVAN POOLS CORPORATION, an Ohio corporation
         (herein, together with its successors and assigns, the "BORROWER");

                  (ii) the financial institutions listed on the signature pages
         hereof (the "LENDERS"); and

                  (iii) NATIONAL CITY BANK, a national banking association, as a
         Lender, the Letter of Credit Issuer, the Collateral Agent and the
         Administrative Agent:

         PRELIMINARY STATEMENTS:

         (1) The Borrower, the Lenders named therein, the Letter of Credit
Issuer, the Collateral Agent and the Administrative Agent entered into the
Credit Agreement, dated as of July 8, 1999, as amended by Amendment No. 1
thereto dated as of December 20, 1999 (as so amended, the "CREDIT AGREEMENT";
with the terms defined therein, or the definitions of which are incorporated
therein, being used herein as so defined).

         (2) The parties hereto desire to modify certain of the provisions of
the Credit Agreement, all as more fully set forth below.

         NOW, THEREFORE, the parties hereby agree as follows:

         SECTION 1. AMENDMENTS, ETC.

         1.1. PERMITTED GUARANTEES. The Credit Agreement is hereby amended to
delete Section 9.5(e) therefrom and to insert in place thereof the following:

                  (e) loans and advances to employees for business-related
         travel expenses, moving expenses, costs of replacement homes, business
         machines or supplies, automobiles and other similar expenses, in each
         case incurred in the ordinary course of business, shall be permitted;
         and guarantees by the Borrower of loans incurred by employees of the
         Borrower, in an aggregate principal amount not in excess of $5,000,000,
         to finance the acquisition by such employees of shares of common stock
         of the Borrower, shall also be permitted;

         1.2. PERMITTED STOCK REPURCHASES. The Credit Agreement is hereby
amended to delete Section 9.6(d) and to insert in place thereof the following:

                  (d) the Borrower may repurchase shares of its common stock,
         PROVIDED (i) no Event of Default is in existence at the time of any
         such repurchase, or would result therefrom, (ii) the cumulative
         aggregate consideration paid by the Borrower for all such repurchases
         during the period from June 30, 1999 through December 31, 1999 does not
         exceed $7,200,000, and (iii) the cumulative aggregate consideration
         paid by the Borrower for all such repurchases after December 31, 1999
         does not exceed $8,000,000.

         SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Lenders and the Administrative Agent as follows:


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                  2.1. AUTHORIZATION, VALIDITY AND BINDING EFFECT. This
         Amendment has been duly authorized by all necessary corporate action on
         the part of the Borrower, has been duly executed and delivered by a
         duly authorized officer or officers of the Borrower, and constitutes
         the valid and binding agreement of the Borrower, enforceable against
         the Borrower in accordance with its terms.

                  2.2. REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. The
         representations and warranties of the Borrower contained in the Credit
         Agreement, as amended hereby, are true and correct on and as of the
         date hereof as though made on and as of the date hereof, except to the
         extent that such representations and warranties expressly relate to a
         specified date, in which case such representations and warranties are
         hereby reaffirmed as true and correct when made.

                  2.3. NO EVENT OF DEFAULT, ETC. No condition or event has
         occurred or exists which constitutes or which, after notice or lapse of
         time or both, would constitute a Default or an Event of Default.

                  2.4. COMPLIANCE. The Borrower is in full compliance with all
         covenants and agreements contained in the Credit Agreement, as amended
         hereby.

                  2.5. NO CLAIMS, ETC. The Borrower is not aware of any claim or
         offset against, or defense or counterclaim to, any of its obligations
         or liabilities under the Credit Agreement or any other Credit Document.

         SECTION 3. RATIFICATIONS.

         The terms and provisions set forth in this Amendment shall modify and
supersede all inconsistent terms and provisions set forth in the Credit
Agreement, and except as expressly modified and superseded by this Amendment,
the terms and provisions of the Credit Agreement are ratified and confirmed and
shall continue in full force and effect.

         SECTION 4. EFFECTIVENESS. This Amendment shall become effective on May
4, 2001 (the "EFFECTIVE DATE"), subject to the satisfaction of the following
conditions on or before such date:

                  (a) this Amendment shall have been executed by the Borrower,
         the Required Lenders and the Administrative Agent, and counterparts
         hereof as so executed shall have been delivered to the Administrative
         Agent; and

                  (b) the Administrative Agent shall have received an amendment
         fee of $43,750, for the pro rata benefit of the Lenders.

The Administrative Agent shall notify the Borrower and each Lender in writing of
the effectiveness hereof and shall deliver copies of this Amendment to the
parties hereto.

         SECTION 5. MISCELLANEOUS.

         5.1. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of the Borrower, each Lender and the Administrative Agent
and their respective permitted successors and assigns.

         5.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in this Amendment shall survive the execution and delivery
of this Amendment, and no investigation by the Administrative Agent or any
Lender or any subsequent Loan or issuance of a Letter of Credit shall affect the
representations and warranties or the right of the Administrative Agent or any
Lender to rely upon them.



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         5.3. REFERENCE TO CREDIT AGREEMENT. The Credit Agreement and any and
all other agreements, instruments or documentation now or hereafter executed and
delivered pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference therein to the Credit Agreement shall mean
a reference to the Credit Agreement as amended hereby.

         5.4. EXPENSES. As provided in the Credit Agreement, but without
limiting any terms or provisions thereof, the Borrower agrees to pay on demand
all costs and expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, and execution of this Amendment, including without
limitation the costs and fees of the Administrative Agent's special legal
counsel, regardless of whether this Amendment becomes effective in accordance
with the terms hereof, and all costs and expenses incurred by the Administrative
Agent or any Lender in connection with the enforcement or preservation of any
rights under the Credit Agreement, as amended hereby.

         5.5. SEVERABILITY. Any term or provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the term or provision so held to be invalid or unenforceable.

         5.6. APPLICABLE LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of Ohio, without regard to principles
of conflicts of laws.

         5.7. HEADINGS. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

         5.8. ENTIRE AGREEMENT. This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and delivered in connection with this
Amendment embody the final, entire agreement among the parties hereto with
respect to the subject matter hereof and supersede any and all prior
commitments, agreements, representations and understandings, whether written or
oral, relating to the matters covered by this Amendment, and may not be
contradicted or varied by evidence of prior, contemporaneous or subsequent oral
agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto relating to the subject matter hereof or any other
subject matter relating to the Credit Agreement.

         5.9. WAIVER OF CLAIMS. The Borrower, by signing below, hereby waives
and releases the Administrative Agent, the Collateral Agent, the Letter of
Credit Issuer and each of the Lenders and their respective directors, officers,
employees, attorneys, affiliates and subsidiaries from any and all claims,
offsets, defenses and counterclaims of which Borrower is aware, such waiver and
release being with full knowledge and understanding of the circumstances and
effect thereof and after having consulted legal counsel with respect thereto.

         5.10. COUNTERPARTS. This Amendment may be executed by the parties
hereto separately in one or more counterparts, each of which when so executed
shall be deemed to be an original, but all of which when taken together shall
constitute one and the same agreement. Transmission by a party to another party
(or its counsel) via facsimile of a copy of this Amendment (or a signature page
of this Amendment) shall be as fully effective as delivery by such transmitting
party to the other parties hereto of a counterpart of this Amendment which had
been manually signed by such transmitting party.

         [Remainder of page intentionally left blank.]



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         5.11. JURY TRIAL WAIVER. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO
HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS PARAGRAPH.

         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.

<TABLE>
<S>                                                         <C>
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ANTHONY & SYLVAN POOLS                                      NATIONAL CITY BANK,
CORPORATION                                                       INDIVIDUALLY AS A LENDER AND AS THE
                                                                  LETTER OF CREDIT ISSUER, AND AS
BY: ___________________________________________                   THE COLLATERAL AGENT AND AS THE
NAME: _________________________________________                   ADMINISTRATIVE AGENT
TITLE: ________________________________________

                                                            BY:_______________________________
                                                                     JUDITH M. KUCLO, VICE PRESIDENT
-------------------------------------------------------------------------------------------------------

THE HUNTINGTON NATIONAL BANK                                FIRSTAR BANK, NATIONAL
                                                            ASSOCIATION


                                                            BY:________________________________
BY:________________________________                         NAME:_____________________________
NAME:_____________________________                          TITLE:______________________________
TITLE:______________________________
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</TABLE>



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                       ANTHONY & SYLVAN POOLS CORPORATION
                                 AS THE BORROWER


                                       AND


                     THE FINANCIAL INSTITUTIONS NAMED HEREIN
                                   AS LENDERS

                                       AND


                               NATIONAL CITY BANK
                    AS A LENDER, THE LETTER OF CREDIT ISSUER,
           AND AS THE COLLATERAL AGENT AND AS THE ADMINISTRATIVE AGENT



                              ---------------------

                                 AMENDMENT NO. 2
                                   DATED AS OF
                                   MAY 4, 2001
                                       TO
                                CREDIT AGREEMENT
                                   DATED AS OF
                                  JULY 8, 1999

                              ---------------------





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