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Exhibit 10.2



                               SECOND AMENDMENT TO

                           LOAN AND SECURITY AGREEMENT

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

                            FLEET RETAIL FINANCE INC.
                              ADMINISTRATIVE AGENT
                                COLLATERAL AGENT

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

                                  AmSouth Bank
                            Fleet Retail Finance Inc.
                       The CIT Group Business Credit, Inc.
                           FINOVA Capital Corporation
                          Foothill Capital Corporation
                             Heller Financial, Inc.
                    IBJ Whitehall Business Credit Corporation
                     Jackson National Life Insurance Company
                          LaSalle Business Credit, Inc.
                               The Provident Bank
                             WORKING CAPITAL LENDERS

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

                          BACK BAY CAPITAL FUNDING LLC
                                   TERM LENDER

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

                           HOMEPLACE OF AMERICA, INC.
                                Lead Borrower for

                           HOMEPLACE OF AMERICA, INC.
                             HOMEPLACE STORES, INC.
                           HOMEPLACE STORES TWO, INC.
                           HOMEPLACE MANAGEMENT, INC.
                                  THE BORROWERS


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


                               September 12, 2000






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         This Second Amendment (hereinafter, this "Amendment") is made as of
this 12th day of September, 2000 to that Loan and Security Agreement dated June
15, 1999 (hereinafter, the "Loan Agreement"). (Capitalized terms used herein and
not otherwise defined shall have the meanings as defined in the Loan Agreement).
This Second Amendment is made by and among:

                  FLEET RETAIL FINANCE INC. formerly known as BankBoston Retail
         Finance Inc., a Delaware corporation with its principal executive
         offices at 40 Broad Street, Boston, Massachusetts, as Agent for the
         ratable benefit of the "LENDERS" (individually, " LENDER") who are, at
         present:

                  Fleet Retail Finance Inc. formerly known as BankBoston Retail
                  Finance Inc. (in such capacity, the "ADMINISTRATIVE AGENT") a
                  Delaware corporation with its principal executive offices at
                  40 Broad Street, Boston, Massachusetts, as Administrative
                  Agent for the ratable benefit of the Working Capital Lenders
                  and the Term Lender;

                  and

                  Fleet Retail Finance Inc. formerly known as BankBoston Retail
                  Finance Inc. (in such capacity, the "COLLATERAL AGENT"), as
                  agent for the ratable benefit of the Administrative Agent, the
                  Working Capital Lenders, and the Term Lender;

                  and

                  Back Bay Capital Funding LLC (in such capacity, the "TERM
                  LENDER"), a limited liability company with offices at 40 Broad
                  Street, Boston, Massachusetts 02109,

                  and

                  HomePlace of America, Inc., a Delaware corporation with its
         principal executive offices at 3200 Pottery Drive, Myrtle Beach, South
         Carolina 29577 (in such capacity, the "LEAD BORROWER") as agent for the
         following borrowers (individually, " BORROWER" and collectively, the
         "BORROWERS"):

                           HomePlace of America, Inc. (a Delaware corporation
                  with its principal executive offices at 3200 Pottery Drive,
                  Myrtle Beach, South Carolina 29577 );

                           HomePlace Stores, Inc. (a Delaware corporation with
                  its principal executive offices at 3200 Pottery Drive, Myrtle
                  Beach, South Carolina 29577 );

                           HomePlace Stores Two, Inc. (a Delaware corporation
                  with its principal executive offices at 3200 Pottery Drive,
                  Myrtle Beach, South Carolina 29577 ); and

                           HomePlace Management, Inc. (an Ohio corporation with
                  its principal executive offices at 3200 Pottery Drive, Myrtle
                  Beach, South Carolina 29577 );


in consideration of the mutual covenants contained herein and benefits to be
derived herefrom.


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                                   BACKGROUND:

         On June 15, 1999, the Administrative Agent, the Collateral Agent, the
Working Capital Lenders, the Term Lender, the Lead Borrower, and the Borrowers
entered into the Loan Agreement. On or about May 12, 2000, a First Amendment to
the Loan Agreement was executed. At this time, the Borrowers have requested that
(i) certain amendments be made to the financing terms and conditions of the
Revolving Credit, and (ii) the amount of the Term Loan be increased. The Working
Capital Lenders and the Term Lender are willing to do so, but only upon the
terms and conditions set forth herein.

         Accordingly, at this time the Administrative Agent, the Collateral
Agent, the Working Capital Lenders, the Term Lender, the Lead Borrower, and the
Borrowers hereby amend the Loan Agreement and otherwise agree as follows:

         1.       The definition of "INVENTORY APPRAISAL CAP" on page 14 of the
                  Loan Agreement is hereby deleted, and the following is
                  substituted in its place:

         "INVENTORY APPRAISAL CAP": Shall mean the specified percentage with
                  respect to the corresponding period:

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

                  TIME PERIOD                           PERCENTAGE
                  --------------------------------------------------

                  From the closing through                  85%
                  September 15, 2000
                  --------------------------------------------------

                  From September 16, 2000 through
                  December 15, 2000                         87.5%
                  --------------------------------------------------

                  From December 16, 2000 through            85%
                  the Maturity Date
                  --------------------------------------------------


         2.       The definition of "OVERALL INVENTORY APPRAISAL CAP" on page 18
                  of the Loan Agreement is hereby deleted, and the following is
                  inserted in its place:

         "OVERALL INVENTORY APPRAISAL CAP": Shall mean the specified percentage
                  with respect to the corresponding period:

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

                  TIME PERIOD                           PERCENTAGE
                  --------------------------------------------------

                  From the closing through                  95%
                  September 15, 2000
                  --------------------------------------------------

                  From September 16, 2000 through
                  December 15, 2000                         96%
                  --------------------------------------------------

                  From December 16, 2000 through            92%
                  the Maturity Date
                  --------------------------------------------------


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         3.       From and after the effectiveness of this Amendment, the Term
                  Loan hereby is, and shall be amended to increase the amount of
                  the Term Loan by $2,000,000.00 to an aggregate total amount of
                  $17,000,000.00. Upon the execution of this Amendment, the Lead
                  Borrower and the Borrowers shall execute and deliver to the
                  term Lender an Amended and Restated Term Note, in the form
                  annexed hereto marked EXHIBIT "A".

         4.       The definition of "CURRENT PAY INTEREST MARGIN" in Article 1
                  of the Loan Agreement is hereby amended by deleting the figure
                  "12.5% where it appears therein, and by inserting the figure
                  "13.0%" in its place.

         5.       The definition of "CURRENT PAY INTEREST PRICING GRID" in
                  Article 1 of the Loan Agreement is hereby amended by deleting
                  the figures "12.00%" and "12.50%" where they appear therein,
                  and by inserting the figures "12.50%" and "13.00%",
                  respectively, in their place.

         6.       Ratification of Loan Documents. Except as provided herein, all
                  terms and conditions of the Loan Agreement and all of the
                  other Loan Documents shall remain in full force and effect and
                  are hereby ratified, confirmed, and reaffirmed.

         7.       Waiver of Claims. The Lead Borrower and each of the Borrowers
                  hereby acknowledges and agrees that none of them has any
                  offsets, defenses, claims, or counterclaims against the
                  Administrative Agent, the Collateral Agent, the Working
                  Capital Lenders, or the Term Lender, or their respective
                  officers, directors, employees, attorneys, representatives,
                  parents, affiliates, predecessors, successors, or assigns with
                  respect to the Liabilities, or otherwise, and that if the Lead
                  Borrower or any of the Borrowers now has, or ever did have,
                  any offsets, defenses, claims, or counterclaims against the
                  Administrative Agent, the Collateral Agent, the Working
                  Capital Lenders, or the Term Lender or their respective
                  officers, directors, employees, attorneys, representatives,
                  affiliates, predecessors, successors, or assigns, whether
                  known or unknown, at law or in equity, from the beginning of
                  the world through this date and through the time of execution
                  of this Amendment, all of them are hereby expressly WAIVED,
                  and the Lead Borrower and each Borrower hereby RELEASES the
                  Administrative Agent, the Collateral Agent, the Working
                  Capital Lenders, and the Term Lender and their respective
                  officers, directors, employees, attorneys, representatives,
                  affiliates, predecessors, successors, and assigns from any
                  liability therefor.


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         8.       Amendment Fee. In consideration of the Working Capital Lenders
                  entering into this Amendment, upon the execution of this
                  Amendment the Lead Borrower shall pay to the Administrative
                  Agent an amendment fee in the amount of $100,000.00. Upon
                  receipt of the amendment fee, the Administrative Agent shall
                  distribute to each of the Working Capital Lenders its pro rata
                  share of the amendment fee.

         9.       Miscellaneous.


                  (1)      The Lead Borrower and each Borrower shall execute and
                           deliver to the Administrative Agent and the
                           Collateral Agent whatever additional documents,
                           instruments, and agreements that the Administrative
                           Agent and/or the Collateral Agent may require in
                           order to give effect to, and implement the terms and
                           conditions of this Amendment.

                  (2)      This Amendment may be executed in several
                           counterparts and by each party on a separate
                           counterpart, each of which when so executed and
                           delivered shall be an original and all of which
                           together shall constitute one instrument.

                  (3)      This Amendment expresses the entire understanding of
                           the parties with respect to the transactions
                           contemplated hereby. No prior negotiations or
                           discussions shall limit, modify, or otherwise affect
                           the provisions hereof.

                  (4)      The Borrower shall pay on demand all reasonable costs
                           and expenses of the Administrative Agent, the
                           Collateral Agent, the Working Capital Lenders, and
                           the Term Lender, including, without limitation,
                           reasonable attorneys' fees in connection with the
                           preparation, negotiation, execution, and delivery of
                           this Amendment.

         IN WITNESS WHEREOF, the parties have executed this Second Amendment to
Loan and Security Agreement by their respective duly authorized officers.


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<PAGE>   6


                                                      HOMEPLACE OF AMERICA, INC.
                                                               THE LEAD BORROWER


                                               By_______________________________

                                       Print Name:______________________________

                                            Title:______________________________




                                  THE BORROWERS

HOMEPLACE OF AMERICA, INC.                                HOMEPLACE STORES, INC.


By_________________________________            By_______________________________


Print Name:________________________   Print Name:_______________________________

Title:_____________________________        Title:_______________________________


HOMEPLACE HOLDINGS, INC.                              HOMEPLACE STORES TWO, INC.


By_________________________________            By_______________________________

Print Name:________________________   Print Name:_______________________________

Title:_____________________________        Title:_______________________________


HOMEPLACE MANAGEMENT, INC.


By_________________________________

Print Name:________________________

Title:_____________________________


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                                                       FLEET RETAIL FINANCE INC.
                                                            ADMINISTRATIVE AGENT
                                                                COLLATERAL AGENT


                                             By_________________________________
                                                 James R. Dore, Vice President



                           THE WORKING CAPITAL LENDERS

                                                                    AMSOUTH BANK


                                                 By_____________________________

                                           Notice Address:
                                                     350 Park Avenue, 19th Floor
                                                        New York, New York 10022
                                           Attention:
                                           Fax



                                                       FLEET RETAIL FINANCE INC.


                                                 By_____________________________
                                                   James R. Dore, Vice President
                                           Notice Address:
                                                                 40 Broad Street
                                                     Boston, Massachusetts 02109
                                           Attention:
                                           Fax




                                             THE CIT GROUP BUSINESS CREDIT, INC.


                                                 By_____________________________

                                           Notice Address:
                                                     1211 Avenue of the Americas
                                                        New York, New York 10036
                                           Attention:
                                           Fax



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                                                      FINOVA CAPITAL CORPORATION


                                                 By_____________________________

                                           Notice Address:
                                              311 South Wacker Drive, Suite 4400
                                                         Chicago, Illinois 60606
                                           Attention:
                                           Fax





                                                    FOOTHILL CAPITAL CORPORATION


                                                 By_____________________________

                                           Notice Address:
                                            11111 Santa Monica Blvd., Suite 1500
                                              Los Angeles, California 90025-3333
                                           Attention:
                                           Fax




                                                          HELLER FINANCIAL, INC.


                                                 By_____________________________

                                           Notice Address:
                                                  150 East 42d Street, 7th Floor
                                                        New York, New York 10017
                                           Attention:
                                           Fax



                                       IBJ WHITEHALL BUSINESS CREDIT CORPORATION


                                                 By_____________________________

                                           Notice Address:
                                                                One State Street
                                                        New York, New York 10004
                                           Attention:
                                           Fax



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                                         JACKSON NATIONAL LIFE INSURANCE COMPANY


                                                 By_____________________________

                                           Notice Address:
                                                                 c/o PPM America
                                                     225 West Wacker, Suite 1200
                                                         Chicago, Illinois 60606
                                           Attention:
                                           Fax





                                                   LASALLE BUSINESS CREDIT, INC.


                                                 By_____________________________

                                           Notice Address:
                                                    135 South LaSalle, Suite 400
                                                         Chicago, Illinois 60603
                                           Attention:
                                           Fax



                                                              THE PROVIDENT BANK

                                                 By_____________________________

                                           Notice Address:
                                                    One East Fourth Street, 249A
                                                          Cincinnati, Ohio 45202
                                           Attention:
                                           Fax



                                                                 THE TERM LENDER
                                                    BACK BAY CAPITAL FUNDING LLC


                                                 By_____________________________
                                              Michael Pizette, Managing Director
                                           Notice Address:
                                                                 40 Broad Street
                                                     Boston, Massachusetts 02109
                                           Attention:
                                           Fax



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