Exhibit 4.2

AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT

This Amendment No. 1 and Waiver (this "Amendment") to the "Credit Agreement" (defined below) is entered into as of April 10, 2001 by and between
ARCHIBALD CANDY (CANADA) CORPORATION (the "Borrower") and BANK ONE CANADA, formerly known as First Chicago NBD Bank, Canada, as Lender (the "Lender").

RECITALS:

WHEREAS,
the Borrower and the Lender have entered into that certain Credit Agreement dated as of July 30, 1999 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement");

WHEREAS,
the Borrower has notified the Lender that the Borrower wishes to amend the Credit Agreement in certain respects;

WHEREAS,
the Borrower also has notified the Lenders and the Agent that, for the period beginning June 1, 2000 and ending February 24, 2001, EBITDA as tested under the
Credit Agreement was less than $23,375,000 (the "EBITDA Deficiency");

WHEREAS,
the EBITDA Deficiency has caused a Default under the Credit Agreement;

WHEREAS,
the Borrower has requested that the Lender waive such Default; and

WHEREAS,
the Lender is willing to waive such Default and amend the Credit Agreement on the terms and conditions herein set forth;

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

1.Defined Terms.Capitalized terms used herein and not otherwise defined herein shall have the
meanings attributed to such terms in the Credit Agreement.

2.Waiver.Upon the effectiveness of this Amendment in accordance with the provisions of
Section 4 below, the Lender hereby waives the Default caused by the EBITDA Deficiency.

3.Amendments to Credit Agreement.Upon the effectiveness of this Amendment in accordance with the
provisions ofSection 4below, the Credit Agreement is hereby amended as follows:



"Maximum Revolving Loan Amount"means, on any date of determination, the lesser of (i) the Commitment at such time and
(ii) the amount by which the lesser of the "Aggregate Revolving Loan Commitment" as defined in the U.S. Credit Agreement and the Borrowing Base on such date exceeds the Obligations.

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4.Conditions of Effectiveness.This Amendment shall become effective and be deemed effective as of the
date hereof (the "Effective Date") if, and only if, the Lender shall have received each of the following:



5.Representations and Warranties of the Borrower.

5.1 The
Borrower represents and warrants as of the date hereof that:



5.2 The
Borrower affirms that the representations and warranties contained in the Credit Agreement are true and correct as of the Effective Date.

5.3 The
Borrower affirms that each of the Security Documents is in full force and effect as of the date hereof and that the Security Documents secure the payment in
full of the Accommodations Outstanding.

6.Reference to and Effect on the Credit Agreement.

6.1 Upon
the effectiveness of this Amendment pursuant toSection 4hereof, on and after the Effective Date each
reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import and each reference to the Credit Agreement in each Credit Document shall mean and be a
reference to the Credit Agreement as modified hereby.

6.2 Except
as specifically waived or amended herein, all of the terms, conditions and covenants of the Credit Agreement and the other Credit Documents shall remain in
full force and effect and are hereby ratified and confirmed.

6.3 The
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of (a) any right, power or
remedy of any Lender or the Agent under the Credit Agreement or any of the Credit Documents, or (b) any Default under the Credit Agreement.

7.CHOICE OF LAW.THIS AMENDMENT SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN.

8.Counterparts.This Amendment may be executed in any number of counterparts, each of which when so
executed shall be deemed an original and all of which taken together shall constitute one and the same agreement.

9.Headings.Section headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other purpose.

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IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have executed this Amendment as of the date first above written.

| |  | ARCHIBALD CANDY (CANADA) CORPORATION                             
| |  | -----------------------------------------------------------------
| |  | By:                                                              
| |  | Name:                                                            
| |  | Title:                                                           
| |  | BANK ONE CANADA, formerly known as First Chicago NBD Bank, Canada
| |  | By:                                                              
| |  | Name:                                                            
| |  | Title:                                                           

|Agreed and acknowledged
this 10th day of April, 2001                                   |  |                    
|-------------------------------------------------------------------------------------- |  | -------------------
|FLEET BUSINESS CREDIT CORPORATION,
formerly known as Sanwa Business Credit Corporation |  |                    
|By:                                                                                    |  | /s/DONALD A. MASTRO
|Name:                                                                                  |  | Donald A. Mastro   
|Title:                                                                                 |  | Vice President     
|BANK ONE, NA, formerly known as
The First National Bank of Chicago                     |  |                    
|By:                                                                                    |  | /s/DIANE M. FAUNDA 
|Name:                                                                                  |  | Diane M. Faunda    
|Title:                                                                                 |  | Vice President     

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