Exhibit 10.2
 REVOLVING CREDIT AGREEMENT
 R. G. BARRY CORPORATION
 AND
THE HUNTINGTON NATIONAL BANK
 March 29, 2007




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TABLE OF CONTENTS
 SECTION 1. COMMITMENTS
    
    
    11.1 Basic Commitment Terms
    
    
    11.2 Commitment Limitations
    
    
    1SECTION 2. REPRESENTATIONS AND WARRANTIES
    
    
    12.1 Organization, Corporate Power, etc
    
    
    12.2 Litigation
    
    
    22.3 Financial Condition
    
    
    22.4 Title to Properties
    
    
    22.5 Liabilities
    
    
    22.6 Investments
    
    
    22.7 Taxes
    
    
    22.8 ERISA
    
    
    32.9 Use of Proceeds
    
    
    32.10 Compliance with Law
    
    
    32.11 Government Consent
    
    
    32.12 Legal and Binding Obligation
    
    
    32.13 Investment Company Act
    
    
    4SECTION 3. BORROWING PROVISION
    
    
    43.1 Amount of Revolving Credit
    
    
    43.2 Evidence of Loans Made Under Revolving Credit
    
    
    43.3 Commitment Fees
    
    
    53.4 Conversion of Loans
    
    
    53.5 Prepayment
    
    
    53.6 Termination or Reduction Options
    
    
    63.7 Interest Payment Dates
    
    
    63.8 Payment Method
    
    
    63.9 No Setoff or Deduction
    
    
    63.10 Payment on Non-Business Day; Payment Computations
    
    
    63.11 Extension of Commitments
    
    
    7SECTION 4. CONDITIONS OF LENDING
    
    
    74.1 Opinion of Counsel for Borrower
    
    
    74.2 Supporting Documents
    
    
    74.3 No Default
    
    
    84.4 Delivery of Note
    
    
    8SECTION 5. PROVISIONS RELATING TO LOANS
    
    
    85.1 Limitations of Requests and Elections
    
    
    85.2 Indemnification
    
    
    95.3 Survival of Obligations
    
    
    9SECTION 6. AFFIRMATIVE COVENANTS
    
    
    96.1 Financial Statements
    
    
    9
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6.2 Out of Pocket Expenses
    
    
    106.3 Compliance with Statutes; Payment of Taxes
    
    
    106.4 Insurance
    
    
    106.5 Corporate Existence
    
    
    106.6 ERISA
    
    
    106.7 Books and Records
    
    
    116.8 Inspection of Books and Records
    
    
    116.9 Notification by Borrower
    
    
    116.10 Notice of Claims
    
    
    116.11 Clean out Period
    
    
    116.12 Restriction on Consolidated Assets
    
    
    12SECTION 7. NEGATIVE COVENANTS
    
    
    127.1 Additional Limitations on Debt
    
    
    127.2 Maintenance of Consolidated Tangible Net Worth
    
    
    127.3 Minimum Fixed Charge Coverage Ratio
    
    
    127.4 Permitted Liens
    
    
    127.5 Restrictions on Subsidiaries
    
    
    127.5.1
    
    
    127.5.2
    
    
    137.5.3
    
    
    137.6 Disposition of Assets
    
    
    137.6.1
    
    
    137.6.2
    
    
    137.6.3
    
    
    137.6.4
    
    
    137.7 Sale-Leaseback
    
    
    137.8 Limitations on draws
    
    
    14SECTION 8. FURTHER ASSURANCE
    
    
    14SECTION 9. TAXES AND STAMPS
    
    
    14SECTION 10. DEFAULT
    
    
    1410.1 Events of Default
    
    
    1410.1.1
    
    
    1410.1.2
    
    
    1410.1.3
    
    
    1410.1.4
    
    
    1410.1.5
    
    
    1510.1.6
    
    
    1510.1.7
    
    
    1510.1.8
    
    
    1610.1.9
    
    
    1610.1.10
    
    
    1610.2 Remedies
    
    
    1610.2.1
    
    
    1610.2.2
    
    
    1710.2.3
    
    
    17
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SECTION 11. MISCELLANEOUS
    
    
    1711.1 Amendments, Etc
    
    
    1711.2 Notices
    
    
    1811.3 Conduct No Waiver; Remedies Cumulative
    
    
    1811.4 Reliance on and Survival of Various Provisions
    
    
    1811.5 Expenses
    
    
    1811.5.1
    
    
    1811.5.2
    
    
    1811.6 Successors and Assigns
    
    
    1911.7 Assignment to Federal Reserve Banks
    
    
    1911.8 Counterparts
    
    
    1911.9 Governing Law, Consent to Jurisdiction and Waiver of Immunity
    
    
    1911.10 Waiver of Jury Trial
    
    
    2011.11 Headings
    
    
    2011.12 Construction of Certain Provisions
    
    
    2011.13 Integration and Severability
    
    
    2011.14 Usury
    
    
    20SECTION 12. CERTAIN DEFINITIONS
    
    
    2112.1
    
    
    2112.2
    
    
    2112.3
    
    
    2112.4
    
    
    2112.5
    
    
    2112.6
    
    
    2112.7
    
    
    2112.8
    
    
    2112.9
    
    
    2112.10
    
    
    2212.11
    
    
    2212.12
    
    
    2212.13
    
    
    2212.14
    
    
    .2212.15
    
    
    2212.16
    
    
    2312.17
    
    
    2312.18
    
    
    2312.19
    
    
    2412.20
    
    
    2412.21
    
    
    2412.22
    
    
    2412.23
    
    
    2412.24
    
    
    2512.25
    
    
    2512.26
    
    
    2512.27
    
    
    2512.28
    
    
    2512.29
    
    
    2512.30
    
    
    2512.31
    
    
    2612.32
    
    
    26
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REVOLVING CREDIT AGREEMENT
 R. G.
BARRY CORPORATION THE HUNTINGTON
NATIONAL BANK
  COMMITMENTS
 Basic Commitment Terms
 Commitment Limitations
 PERIOD
    
    COMMITMENTFrom 07/01/07 through 12/31/07
    
    $
    20,000,000From 01/01/08 through 06/30/08
    
    $
    5,000,000From 07/01/08 through 12/31/08
    
    $
    16,000,000From 01/01/09 through 06/30/09
    
    $
    5,000,000From 07/01/09 through 12/31/09
    
    $
    12,000,000From 01/01/10 through 03/31/10
    
    $
    5,000,000
 REPRESENTATIONS AND WARRANTIES
  Organization, Corporate Power, etc
  1




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Litigation
 Financial Condition
 Title to Properties
 Liabilities
 Investments
 Taxes
  2




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ERISA
 (a)
    
    engaged in any Prohibited Transaction, as
that term is defined in Section 406 of ERISA for which there is no
exemption under Section 408 of ERISA, or(b)
    
    terminated any such plan in a manner which
would result in the imposition of a lien on the property of the
Borrower pursuant to Section 4068 of ERISA.
 Use of Proceeds
 Compliance with Law
 Government Consent
 Legal and Binding Obligation
  3




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Investment Company Act
 BORROWING PROVISION
 Amount of Revolving Credit
 Evidence of Loans Made Under Revolving Credit
  4




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Commitment Fees
 Conversion of Loans
 Prepayment
  5




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Termination or Reduction Options
 Interest Payment Dates
 Payment Method
 No Setoff or Deduction
 Payment on Non-Business Day; Payment Computations
  6




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Extension of Commitments
 CONDITIONS OF LENDING
  Opinion of Counsel for Borrower
 Supporting Documents
  7




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No Default
 Delivery of Note
 PROVISIONS RELATING TO LOANS
 Limitations of Requests and Elections
   8




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Indemnification
 Survival of Obligations
 AFFIRMATIVE COVENANTS
  Financial Statements
  9




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Out of Pocket Expenses
 Compliance with Statutes; Payment of Taxes
 Insurance
 Corporate Existence
 ERISA
 (a)
    
    at all times make prompt payment of
contributions required to meet the minimum funding standards set forth
in Sections 302 through 305 of ERISA with respect to such plan,(b)
    
    if requested by the Bank, promptly, after the
filing thereof, furnish to the Bank copies of each annual report
required to be filed pursuant to Section 103 of ERISA in connection
with such plan for the plan year most recently ended, including any
certified financial statements or actuarial statements required
pursuant to said Section 103,
  10




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(c)
    
    notify the Bank immediately of any fact,
including, but not limited to, any Reportable Event, as that term is
defined in Section 4043 of ERISA, arising in connection with such plan
which might constitute grounds for termination thereof by the Pension
Benefit Guaranty Corporation, or any successor thereto, or for the
appointment by the appropriate United States District Court of a
trustee to administer such plan, and(d)
    
    notify the Bank of any Prohibited Transaction
as that term is defined in Section 406 of ERISA for which there is no
exemption under Section 408 of ERISA.
 Books and Records
 Inspection of Books and Records
 Notification by Borrower
 (a)
    
    the occurrence of any Default or Event of
Default or any event or condition which, with notice or lapse of time,
or both, would constitute an Event of Default, and
 (b)
    
    any development in the business or affairs of
the Borrower or any of its Subsidiaries which has resulted in or which
is likely in the reasonable judgment of the Borrower to result in a
material adverse change in the business, properties,
operations or condition, financial or otherwise, of the Borrower or
any of its Subsidiaries.
 Notice of Claims
 Clean out Period
  11




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Restriction on Consolidated Assets
 NEGATIVE COVENANTS
  Additional Limitations on Debt
 Maintenance of Consolidated Tangible Net Worth
 Minimum Fixed Charge Coverage Ratio
 Permitted Liens
 Restrictions on Subsidiaries
   12




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Disposition of Assets
     Sale-Leaseback
  13




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Limitations on draws
 FURTHER ASSURANCE
  TAXES AND STAMPS
  DEFAULT
 Events of Default
      14




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15




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Remedies
   16




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MISCELLANEOUS
 Amendments, Etc
  17




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Notices
 Conduct No Waiver; Remedies Cumulative
 Reliance on and Survival of Various Provisions
 Expenses
    18




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Successors and Assigns
 Assignment to Federal Reserve Banks
 Counterparts
 Governing Law, Consent to Jurisdiction and Waiver of Immunity
  19




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Waiver of Jury Trial
 Headings
 Construction of Certain Provisions
 Integration and Severability
 Usury
  20




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CERTAIN DEFINITIONS
            21




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22




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23




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24




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25




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BARRY CORPORATIONBy:
    /s/ Daniel D. VirenName:
    Daniel D. VirenTitle:
    Chief Financial OfficerTHE HUNTINGTON NATIONAL BANKBy:
    /s/ Bud WardName:
    Bud WardTitle:
    Senior Vice President  26




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EXHIBIT A
 REVOLVING CREDIT NOTE
 March 29, 2007
    
    $20,000,000
      1




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R.G. BARRY CORPORATIONBy:Name:
    Daniel D. VirenTitle:
    Chief Financial Officer  2




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EXHIBIT B
 (Litigation Exhibit)
   1




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EXHIBIT C   (Request for Loan Disbursement, Continuation or Conversion)
 
   
 R. G. BARRY CORPORATIONBy:Name:Title:  1




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EXHIBIT D
 (compliance certificate)
 
    
 
 R. G. BARRY CORPORATIONBy:Name:Title:Date:  1




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EXHIBIT E
 (Permitted Liens)
 Financing Statements
 Date Filed
    
    File Number
    
    Secured Party
    
    Collateral/Comments11/21/2002
    
    OH00057021495
    
    Bank One, NA
    
    Leased equipment (Nortel
phone system in Columbus)
Assignment filed 12/16/2002
assigning interest to Bank
One, NA from NCP Leasing,
Inc.5/16/2003
    
    OH00063864186
    
    Bank One, N.A.
    
    Leased equipment (AS400
system printer in San Angelo,
TX)
Assignment filed 7/29/2003
assigning interest to Bank
One, N.A. from NCP Leasing,
Inc.3/26/2004
    
    OH00075367207
    
    The CIT
Group/Commercial
Services, Inc.
    
    All accounts, inventory,
documents of title and
equipment as more fully set
forth on attached Schedule to
the financing statement*12/20/2004
    
    OH00084699958
    
    NCP Leasing, Inc.
    
    Leased equipment (New AS400
and components)12/20/2004
    
    OH00084700983
    
    NCP Leasing, Inc.
    
    Leased equipment (New AS400
and components)12/27/2004
    
    OH00084922832
    
    NCP Leasing, Inc.
    
    Leased equipment (New AS400
and components)5/25/2005
    
    OH00089826035
    
    IBM Credit LLC
    
    Leased equipment (IBM
Desktops and LCD monitors)7/05/2005
    
    OH00091047451
    
    IBM Credit LLC
    
    Leased equipment (IBM
Desktops and LCD monitors)8/08/2005
    
    OH00092100466
    
    IBM Credit LLC
    
    Leased equipment (IBM
Desktops and LCD monitors)8/18/2005
    
    OH00092415120
    
    Xerox Corporation
    
    Leased equipment (Xerox
printer in CAD area)11/15/2005
    
    OH00095632052
    
    IBM Credit LLC
    
    Leased equipment (IBM
Desktops and LCD monitors)12/21/2005
    
    OH00096916782
    
    NCP Leasing, Inc.
    
    Leased equipment (New color
copier/printer on
2nd floor 
Columbus)1/12/2006
    
    OH00097682918
    
    IBM Credit LLC
    
    Leased equipment (IBM Laptops)3/15/2007
    
    OH00112872789
    
    IBM Credit LLC
    
    Leased equipment (New VMW are
File Servers)
  1




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Mortgage
 Date Filed
    
    File Number
    
    Secured Party
    
    Collateral/Comments6/28/04
    
    Fairfield County,
Ohio, Book 1348,
Page 858
    
    The CIT
Group/Commercial
Services, Inc.
    
    All of mortgagors
interest in the
real estate
described therein.*
 Cash Collateral Deposit for Letter of Credit
  *
    
    To be released.  2




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EXHIBIT F
 (no default certificate)
 
    R. G. BARRY CORPORATIONBy:Name:Title:Date:  1