EXHIBIT 10.2

FORBEARANCE AGREEMENT

This FORBEARANCE AGREEMENT (this "Agreement") is entered into as of February 28, 2002, by and among Archibald Candy Corporation, an Illinois corporation
(the "Company"), and each of the entities identified on the signature pages hereto as "Noteholders" (collectively, the "Consenting Holders").

RECITALS:

A.    The
Consenting Holders hold certain 101/4% Senior Notes due 2004 (the "Notes"), which were issued pursuant to that certain Indenture dated as of
July 2, 1997 (as amended, supplemented or otherwise modified from time to time, the "Indenture") by and between the Company and The Bank of New York, as trustee (the "Trustee").

B.    The
Company has failed to make the interest payment on the Notes that was due on January 2, 2002 (the "Existing Default").

C.    The
Consenting Holders are willing to forbear from enforcing their respective rights that arise because of the Existing Default for a limited period of time, subject to
the terms and conditions of this Agreement.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Definitions.

1.1  All
capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Indenture.

1.2  The
following terms used in this Agreement shall have the meanings set forth below:



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Section 2.Agreement to Forbear.

2.1  The
Consenting Holders shall refrain through the Termination Event from taking any action to accelerate the Notes or exercising (including, by giving all necessary
instructions permitted in accordance with the Indenture to the Trustee) any of their rights and remedies under the Indenture, the Notes, the Security Documents or applicable law that may exist by
virtue of the Existing Default.

2.2  Nothing
in this Agreement shall be construed as a waiver of or acquiescence to the Existing Default, which shall continue in existence subject only to the agreement of
the Consenting Holders, as set forth herein, not to enforce their rights or remedies or to direct the Trustee to enforce their rights or remedies until the Termination Event.

2.3  Except
as expressly provided herein, the execution and delivery of this Agreement shall not: (a) constitute an extension, modification or waiver of any aspect of
the Indenture, the Notes or any Security Document; (b) extend the terms of the Indenture, the Notes or any Security Document or the due date of any of the principal or interest payments due on
the Notes; (c) give rise to any obligation on the part of the Consenting Holders to extend, modify or waive any term or condition of the Indenture, the Notes or any Security Document; or
(d) give rise to any defenses or counterclaims to the right of the Consenting Holders to compel payment of the principal or interest payments due on the Notes or to otherwise enforce their
rights or remedies under the Indenture, the Notes or any Security Document.

2.4  Except
as expressly set forth herein, the Consenting Holders hereby expressly reserve all of their rights and remedies under the Indenture, the Notes and the Security
Documents and under applicable law with respect to the Existing Default. From and after the Termination Event, the Consenting Holders shall be entitled to enforce the Indenture, the Notes and the
Security Documents in accordance with their terms and applicable law.

Section 3.Representations and Warranties.

3.1  In
consideration of the agreement of the Consenting Holders to the forbearance herein contained, the Company hereby represents and warrants to the Consenting Holders as
of the date hereof as follows:



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3.2  Each
Consenting Holder hereby represents and warrants severally as to itself (and not jointly or jointly and severally) to the Company as of the date hereof that it owns
Notes. Concurrently with the execution and delivery of this Agreement, Ropes & Gray, counsel to the Consenting Holders, is providing the Company a schedule stating the aggregate face amount of
Notes held by the Consenting Holders.

Section 4.Covenants.

In
consideration of the agreement of the Consenting Holders to the forbearance herein contained, the Company hereby covenants and agrees with the Consenting Holders as follows:

4.1  Upon
reasonable prior written notice from, and the execution and delivery of reasonable and appropriate confidentiality agreements by, the Consenting Holders or their
Advisers, as applicable, the Company shall make its and its subsidiaries' officers and other management personnel available for meeting with the Consenting Holders or their Advisers, as applicable, to
discuss the affairs, finances, financial condition and business operations of the Company and its subsidiaries.

4.2  Subject
to the execution and delivery of appropriate confidentiality agreements by the Consenting Holders or their Advisers, as applicable, the Company shall cooperate
fully, and cause its and its subsidiaries' officers and other management personnel to cooperate fully, in furnishing information as and when reasonably requested by the Consenting Holders or their
Advisers regarding the affairs, finances, financial condition and business operations of the Company and its subsidiaries.

4.3  The
Company shall continue to perform and observe all terms and conditions contained in the Indenture, the Notes and the Security Documents that are not specifically
subject to the forbearance provided in this Agreement.

4.4  The
Company shall promptly notify the Consenting Holders if and when a Forbearance Default occurs.

Section 5.Miscellaneous.

5.1Headings.Section heading in this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose.

5.2GOVERNING LAW.THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.

5.3Counterparts.This Agreement may be executed in any number of counterparts, and by different parties hereto
in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

5.4Continued Effectiveness.The terms of the Indenture remain unchanged, and all such terms shall remain in
full force and effect and are hereby confirmed and ratified.

5.5No Novation.This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation
or release of the Indenture, the Notes or any Security Document or a waiver

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by any Consenting Holder of any of its rights and remedies under the Indenture, the Notes or any Security Document.

5.6Transfer of Notes.Except as expressly provided herein, this Agreement shall not in any way restrict the
right or ability of any Consenting Holder to sell, assign, transfer or otherwise dispose of any Notes;provided, however, that any such transfer prior
to the Termination Event shall not be effective unless and until the transferee delivers to the transferor and the Company a written agreement, in form and substance reasonably satisfactory to the
Company, pursuant to which such transferee assumes the obligations of the transferor hereunder in respect of the Notes transferred. The Company shall not transfer or assign any of its rights or
obligations hereunder.

5.7Parties.This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their
successors and permitted assigns. No rights or obligations of any party under this Agreement may be assigned or transferred to any other Person, except as provided in Section 5.6 hereof.
Nothing in this Agreement, express or implied, shall give to any Person, other than the parties hereto, any benefit or any legal or equitable right, remedy or claim under this Agreement.

5.8Notices.All notices hereunder shall be deemed given if in writing and delivered or sent by telecopy,
courier or by registered or certified mail (return receipt requested) to the addresses or telecopier numbers indicated on the signature pages hereto (or at such other addresses or telecopier numbers
as shall be specified by like notice). Any notice given by delivery, mail or courier shall be effective when received. Any notice given by telecopier shall be effective upon oral or machine
confirmation of transmission.

5.9Amendment.This Agreement may not be amended except by written agreement of the Company and all of the
Consenting Holders.

[signature
pages follow]

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IN
WITNESS WHEREOF, the parties hereto have caused this Forbearance Agreement to be executed as of the date first set forth above by their respective duly authorized officers.

|COMPANY:                                                                                                         |  | ARCHIBALD CANDY CORPORATION
|---------------------------------------------------------------------------------------------------------------- |  | ---------------------------
|Address:                                                                                                         |  | By:                        
|1137 W. Jackson Boulevard
Chicago, IL 60607
Attention: President
Telephone: 312-432-3409
Facsimile: 312-243-3992 |  |                            

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|NOTEHOLDERS:                                                                                                                                       |  |                                             |                                              |                                                                   
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------- | -------------------------------------------- | ------------------------------------------------------------------
|                                                                                                                                                   |  | MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
|Address:                                                                                                                                           |  | By:                                         | /s/STEVEN J. KATZ                           
|MASS MUTUAL
C/O D.L. BABSON & Co.
1500 Main Street
Suite 2800
Springfield, MA 01115
Attn: Steven J. Katz
Telephone: 413-226-1059
Fax: 413-226-2059 |  |                                             | Name:
Title:                                 | Steven J. Katz
Second Vice President and
Associate General Counsel
|                                                                                                                                                   |  | MASSMUTUAL/DARBY CBO LLC                   
|                                                                                                                                                   |  | By:                                         | MassMutual/Darby CBO IM, Inc. as
LLC Manager
|Address:                                                                                                                                           |  | By:                                         | /s/CHARLES MCCOBB                           
|Same as above                                                                                                                                      |  |                                             | Name:                                        | Charles McCobb                                                    
|                                                                                                                                                   |  |                                             | Title:                                       | Managing Director                                                 
|                                                                                                                                                   |  | MASSMUTUAL HIGH YIELD
PARTNERS II, LLC     
|                                                                                                                                                   |  | By:                                         | HYP Management, Inc.
As Managing Member     
|Address:                                                                                                                                           |  | By:                                         | /s/CHARLES MCCOBB                           
|Same as above                                                                                                                                      |  |                                             | Name:                                        | Charles McCobb                                                    
|                                                                                                                                                   |  |                                             | Title:                                       | Managing Director                                                 

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|              |  | SAAR HOLDINGS CDO LIMITED       
|------------- |  | --------------------------------
|              |  | By:                             
|Address:      |  | By:                             
|Same as above |  |                                 
|              |  |                                 
|              |  | PERSEUS CDO I, LIMITED          
|              |  | By:                             
|Address:      |  | By:                             
|Same as above |  |                                 
|              |  |                                 
|              |  | SOMERS CDO, LIMITED             
|              |  | By:                             
|Address:      |  | By:                             
|Same as above |  |                                 
|              |  |                                 
|              |  | MASSMUTUAL GLOBAL CBO I,
LIMITED
|              |  | By:                             
|Address:      |  | By:                             
|Same as above |  |                                 
|              |  |                                 

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|              |  | SIMSBURY CLO, LIMITED                      
|------------- |  | -------------------------------------------
|              |  | By:                                        
|Address:      |  | By:                                        
|Same as above |  |                                            
|              |  |                                            
|              |  | MASSMUTUAL CORPORATE VALUE
PARTNERS LIMITED
|              |  | By:                                        
|Address:      |  | By:                                        
|Same as above |  |                                            
|              |  |                                            

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|                                                                          |  | BARCLAYS BANK PLC
|------------------------------------------------------------------------- |  | -----------------
|Address:                                                                  |  | By:              
|Barclays Capital
222 Broadway Avenue, 10th Floor
New York, New York 10038 |  |                  

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|                                                                                   |  | DELAWARE STREET CAPITAL, L.L.C.
|---------------------------------------------------------------------------------- |  | -------------------------------
|Address:                                                                           |  | By:                            
|900 N. Michigan Avenue
Chicago, IL 60611
Phone: (312) 915-2842
Fax: (312) 915-3053 |  |                                

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|                                                        |  | CREDIT SUISSE ASSET
MANAGEMENT, LLC
|------------------------------------------------------- |  | -----------------------------------
|Address:                                                |  | By:                                
|15th Floor
466 Lexington Avenue
New York, NY 10017-3140 |  |                                    

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CSAM-SYDNEY
CSAM HIGH GRADE BOND FUND
POLICEMEN & FIREMEN RETIRE SYSTEMDETROIT
DIOCESE OF BUFFALO FIXED
EXIDE CORP MASTER RETIREMENT TRFIXED
FIARFAX CTY URSFIXED INCOME PORTFOLIO
CREDIT SUISSE ASSET MANAGEMENT INCOME FD
PUBLIC EMPLOYEES RETIREMENT SYS OF IDAHO
MEDIOLANUM TOP MANAGERS GLOBAL HY FUND
NESTLE USA
CITY OF NEW YORK EMP RET SYS HIGH YIELD
CITY OF NEW YORK POLICE PEN FD HIGH YLD
CITY OF NEW YORK TEACHER'S RETIREMENT SYSTEM
NORTHWESTERN UNIVERSITY
HYPFONDS (NY)
PE CORPORATION (NY)
CREDIT SUISSE INSTITUTIONAL U.S. CORE
CREDIT SUISSE INSTITUTIONAL HIGH YIELD
NABISCO FOODS
RJR TOBACCO CODOMESTIC HIGH YIELD
SAKS FIFTH AVENUE PENSION PLAN
SEI GLOBALHIGH YIELD FIXED INCOME
UNITED PARCEL SERVICE RETIREMENT PLAN
MATSUSHITA ELECTRIC EMP. PENSION PLAN
UNIVERSITY OF MARYLAND
NORTHROP GRUMMAN CORPHY PORTFOLIO
TOYOTA MOTOR EMPLOYEES PENSION
CREDIT SUISSE FIXED INCOME FUND
CS GLOBAL CORE PLUS FIXED INCOME MOTHER
CREDIT SUISSE HIGH YIELD BOND FUND
DIOCESE OF BUFFALO
DIOCESE OF BUFFALO
WESTMORELAND COUNTY
CS GLOBAL FIXED INCOME FUND

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|                                                    |  | CSAM HY FOCUS
|--------------------------------------------------- |  | -------------
|Address:                                            |  | By:          
|466 Lexington Avenue, 14th Floor
New York, NY 10017 |  |              
|                                                    |  | BEACBO-1     
|Address:                                            |  | By:          
|Same as above                                       |  |              
|                                                    |  |              
|                                                    |  | BEACBO-2     
|Address:                                            |  | By:          
|Same as above                                       |  |              
|                                                    |  |              

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| |  | DEBT STRATEGIES FUND, INC.                                                             
| |  | ---------------------------------------------------------------------------------------
| |  | By:                                                                                    
| |  |                                                                                        
| |  |                                                                                        
| |  | MASTER U.S. HIGH YIELD TRUST                                                           
| |  | By:                                                                                    
| |  |                                                                                        
| |  |                                                                                        
| |  | MERRILL LYNCH VARIABLE SERIES
    FUND, INC.MERRILL LYNCH
    HIGH CURRENT INCOME FUND
| |  | By:                                                                                    
| |  |                                                                                        
| |  |                                                                                        
| |  | MERRILL LYNCH GLOBAL
    CURRENCY BOND SERIESU.S.
    HIGH YIELD PORTFOLIO            
| |  | By:                                                                                    
| |  | By:                                                                                    
| |  |                                                                                        
| |  |                                                                                        

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| |  | PUTNAM HIGH YIELD TRUST
PUTNAM HIGH YIELD ADVANTAGE FUND
PUTNAM VARIABLE TRUSTPUTNAM VT
    HIGH YIELD TRUST
PUTNAM MASTER INCOME TRUST
PUTNAM PREMIER INCOME TRUST
PUTNAM MASTER INTERMEDIATE
    INCOME TRUST
PUTNAM DIVERSIFIED INCOME TRUST
PUTNAM FUNDS TRUSTPUTNAM HIGH
    YIELD TRUST II
PUTNAM MANAGED HIGH YIELD TRUST
PUTNAM STRATEGIC INCOME FUND
PUTNAM VARIABLE TRUSTPUTNAM VT
    DIVERSIFIED INCOME FUND
TRAVELERS SERIES FUND, INC.PUTNAM
    DIVERSIFIED INCOME PORTFOLIO
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | PUTNAM HIGH YIELD MANAGED TRUST
PUTNAM HIGH YIELD FIXED IMCOME
    FUND, LLC                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | STRATEGIC GLOBAL FUNDHIGH YIELD
    FIXED INCOME (PUTNAM) FUND
PUTNAM WORLD TRUST IIPUTNAM
    YIELD BOND FUND
MARSH & MCLENNAN COMPANIES, INC.
    U.S. RETIREMENT FUND                                                                                                                                                                                                                                                                                                                     
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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| |  | GREAT POINT CLO 1999-1 LTD. 
| |  | ----------------------------
| |  | By:                         
| |  | By:                         
| |  |                             
| |  |                             
| |  | GREAT POINT CBO 1998-1 LTD. 
| |  | By:                         
| |  | By:                         
| |  |                             
| |  |                             
| |  | BRANT POINT CLO 1999-1, LTD.
| |  | By:                         
| |  | By:                         
| |  |                             
| |  |                             

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