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                               FINANCING AGREEMENT

                                   dated as of
                                  June 28, 2001

                                      among

                          ARCHIBALD CANDY CORPORATION,
                                       and
                              SWEET FACTORY, INC.,
                                as the Companies,

                     THE LENDING INSTITUTIONS NAMED THEREIN,
                                   as Lenders,

                                       and

                      THE CIT GROUP/BUSINESS CREDIT, INC.,
                                  as the Agent


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

                                SECOND AMENDMENT
                              AND WAIVER AGREEMENT

                                   dated as of
                                November 14, 2001
                              ---------------------

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                      SECOND AMENDMENT AND WAIVER AGREEMENT

     This SECOND AMENDMENT AND WAIVER AGREEMENT, dated as of November 14, 2001
(this "Amendment"), is among ARCHIBALD CANDY CORPORATION, an Illinois
corporation ("ARCHIBALD"), SWEET FACTORY, INC., a Delaware corporation ("SWEET
FACTORY" and together with Archibald, collectively, the "COMPANIES" and,
individually, "COMPANY"), the Lenders parties to the Financing Agreement, as
hereinafter defined, and THE CIT GROUP/BUSINESS CREDIT, INC., a New York
corporation, as the Agent for the Lenders under the Financing Agreement (in such
capacity, the "AGENT").

     PRELIMINARY STATEMENTS:

     (1) The Companies, the Lenders and the Agent entered into the Financing
Agreement, dated as of June 28, 2001 (as amended and as the same may from time
be further amended, restated or otherwise modified, the "FINANCING AGREEMENT";
unless otherwise defined herein the terms defined therein are used herein as so
defined).

     (2) On November 15, 2001, the SF Companies, as hereinafter defined, are
filing voluntary petitions with the United States Bankruptcy Court for the
District of Delaware (together with any other court having jurisdiction over the
Cases, the "BANKRUPTCY COURT") initiating certain cases under Chapter 11 of the
United States Bankruptcy Code (the "CASES") and continuing in the possession of
their respective businesses.

     (3) By virtue of the commencement of the Cases, the Companies, the Agent
and the Lenders desire to modify certain terms and provisions of the Financing
Agreement, including, without limitation, preventing Sweet Factory from
requesting and/or receiving any Revolving Loans or Letters of Credit under the
Financing Agreement, all as more fully set forth below.

     NOW, THEREFORE, the parties hereby agree as follows:

     SECTION 1. AMENDMENTS, AFFIRMATIONS AND WAIVERS.

     1.1. NO ADDITIONAL REVOLVING LOANS OR LETTERS OF CREDIT. The Companies, the
Agent and the Lenders hereby agree that, on and after the date of this Amendment
and notwithstanding anything in the Financing Agreement to the contrary, Sweet
Factory shall not request any additional Revolving Loans or Letters of Credit,
the Lenders shall not be obligated to make any further Revolving Loans to Sweet
Factory, and the Agent shall not be obligated to assist Sweet Factory in
obtaining any further Letters of Credit.

     1.2. WAIVER AND ACKNOWLEDGMENT OF BANKRUPTCY CLAIM. Upon the execution of
this Amendment by the Companies, the Agent and the Lenders and the satisfaction
of the conditions set forth in Section 4 hereof, the Agent and the Lenders waive
the Events of Default that would arise under Section 10.1(c)(i) of the Financing
Agreement as a result of the SF

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Companies commencing the Cases (the "SF Bankruptcy Defaults"). Each SF Company
acknowledges and agrees that, notwithstanding the foregoing waiver of the SF
Bankruptcy Defaults, its obligations under the Financing Agreement shall be
accelerated and the Agent and the Lenders shall have a matured claim against
each SF Company under the Bankruptcy Code with respect to such obligations.

     1.3. AMENDMENT TO DEFINITIONS. Section 1.1 of the Financing Agreement is
hereby amended by amending and restating the following definitions in their
entirety as follows:

          AVAILABILITY shall mean the amount by which (a) the Revolving Line of
     Credit exceeds (b) the sum of (i) the amount of all Revolving Loans then
     outstanding, PLUS (ii) the undrawn face amount of all outstanding Letters
     of Credit, PLUS (iii) the amount of the Availability Reserve.

          BORROWING BASE shall mean, at any time, (a) 85% of the outstanding
     Eligible Accounts Receivable as set forth in the most recent report of
     Archibald and Canadian Subsidiary under Section 7.8(d), PLUS (b) the lesser
     of (i) 60% of the aggregate value of the Eligible Special Inventory, valued
     at the lower of cost or market on a first in, first out basis, as set forth
     in the most recent report of Archibald under Section 7.8(d), and (ii)
     $17,500,000, PLUS (c) the Real Estate Sublimit, MINUS (d) the Overadvance,
     as defined in the Post-Petition Credit Agreement, in effect from time to
     time.

          CONSOLIDATED shall mean the resultant consolidation of the financial
     statements of Archibald and its Subsidiaries (other than the SF Companies)
     in accordance with GAAP.

          CONSOLIDATED NET CASH FLOW shall mean, for any period, on a
     Consolidated basis and in accordance with GAAP, (a) Consolidated EBITDA,
     MINUS (b)(i) accrued and paid Consolidated Interest Expense, (ii) Capital
     Expenditures, (iii) cash expenditures for taxes, (iv) scheduled principal
     payments on Indebtedness (other than payments on Revolving Loans), and (v)
     cash expenditures relating to the payment by Archibald of any dividend
     permitted hereunder, PLUS (c) all noncash charges arising as a result of
     the Cases.

          DEFAULT RATE OF INTEREST shall mean a rate of interest equal to 2.00%
     greater than the interest rate accruing on the Obligations pursuant to
     Section 8.1 hereof, which the Agent and the Lenders shall be entitled to
     charge the Companies in the manner set forth in Section 8.2 of this
     Financing Agreement.

          ELIGIBLE ACCOUNTS RECEIVABLE shall mean the gross amount of Trade
     Accounts Receivable of Archibald and Canadian Subsidiary that are subject
     to a valid, exclusive and first priority (subject to Permitted
     Encumbrances) and fully perfected security interest in favor of the Agent,
     for the benefit of the Lenders, which conform to the warranties contained
     herein and which, at all times, continue to be acceptable to the Agent in
     the exercise of its reasonable judgment, LESS, without duplication, the sum
     of:

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          (a) any returns, discounts, claims, credits and allowances of any
     nature (whether issued, owing, granted, claimed or outstanding), PLUS

          (b) reserves for Trade Accounts Receivable that arise from, or are
     subject to or include: (i) sales to the United States of America, any state
     or other governmental entity or to any agency, department or division
     thereof, except for any such sales as to which Archibald or Canadian
     Subsidiary, as the case may be, has complied to the Agent's satisfaction
     with the Assignment of Claims Act of 1940 or any other applicable statute,
     rules or regulation; (ii) foreign sales, other than sales (x) which
     otherwise comply with all of the other criteria for eligibility hereunder
     and are secured by letters of credit (in form and substance satisfactory to
     the Agent) issued or confirmed by, and payable at, banks acceptable to the
     Agent having a place of business in the United States of America, or (y) to
     customers residing in Canada; (iii) Delinquent Accounts; (iv) contra
     accounts; (v) sales to any Subsidiary (direct or indirect) of a Credit
     Party, or to any entity otherwise affiliated with a Credit Party or with
     any shareholder, parent or Subsidiary (direct or indirect) of a Credit
     Party in any way; (vi) bill and hold (deferred shipment) or consignment
     sales; (vii) sales to any customer which is either (w) insolvent, (x) the
     debtor in any bankruptcy, insolvency, arrangement, reorganization,
     receivership or similar proceedings under any federal or state law, (y)
     financially unacceptable to the Agent or has a credit rating unacceptable
     to the Agent; (viii) all sales to any customer if 50% or more of the
     aggregate dollar amount of all outstanding invoices to such customer are
     Delinquent Accounts; (ix) sales to any customer and/or its affiliates to
     the extent such sales exceed 30% or more of all Eligible Accounts
     Receivable, other than such customers listed on SCHEDULE 1.1(D) attached
     hereto (which schedule may be replaced from time to time by the Agent in
     its reasonable discretion upon notice to the Companies or by the Companies
     upon the prior written consent of the Agent and requiring no other action
     or amendment hereunder); (x) pre-billed receivables and receivables arising
     from progress billings; and (xi) sales not payable in United States or
     Canadian currency; PLUS

          (c) reserves equal to an amount representing, historically, returns,
     discounts, claims, credits, allowances and applicable terms; PLUS

          (d) reserves established for any other reasons deemed necessary by the
     Agent in its reasonable business judgment, including, without limitation,
     reasons that are customary either in the commercial finance industry or in
     the lending practices of the Agent.

          ELIGIBLE INVENTORY shall mean the gross amount of Inventory of
     Archibald and Canadian Subsidiary that is subject to a valid, exclusive and
     first priority (subject to Permitted Encumbrances) and fully perfected
     security interest in favor of the Agent, for the benefit of the Lenders,
     and which conforms to the warranties contained herein and which, at all
     times continues to be acceptable to the Agent in its reasonable business
     judgment, LESS, without duplication, (a) work-in-process, (b) supplies
     (other than raw materials and supplies that form part of finished goods),
     (c) Inventory not present in the United States of America or Canada, (d)
     Inventory returned or rejected by the customers

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     of Archibald or Canadian Subsidiary (other than goods that are undamaged
     and resalable in the normal course of business) and goods to be returned to
     the suppliers of Archibald or Canadian Subsidiary, (e) Inventory in transit
     to third parties (other than Archibald's agents or warehouses), and (f) the
     amount of any reserve against Inventory established by the Agent in its
     reasonable discretion, including without limitation reserves for special
     order goods, discontinued, slow-moving and obsolete Inventory, market value
     declines, bill and hold (deferred shipment), consignment sales, shrinkage
     and any applicable customs, freight, duties and Taxes.

          LOAN DOCUMENTS shall mean this Financing Agreement, each Guaranty,
     each of the Security Documents, each blocked account agreement, each Credit
     Card Agreement, all documentation relating to each Letter of Credit, the
     Participation Agreement, the other closing documents executed by the
     Companies and any other ancillary loan and security agreements executed by
     the Companies from time to time in connection with this Financing
     Agreement, as any of the foregoing may from time to time be amended,
     restated or otherwise modified or replaced.

          MATERIAL ADVERSE EFFECT shall mean a material adverse effect on either
     (a) the business, condition (financial or otherwise), operations,
     performance, properties or prospects of the Continuing Credit Parties taken
     as a whole, (b) the ability of the Continuing Credit Parties to perform
     their respective obligations under this Financing Agreement or any other
     Loan Document, or to enforce its rights against account debtors of
     Archibald, (c) the value of the Collateral taken as a whole or (d) the
     ability of Agent or the Lenders to enforce the Obligations or its rights
     and remedies under this Financing Agreement or any of the other Loan
     Documents.

          OBLIGATIONS shall mean: (a) all loans and advances made by the Agent
     and the Lenders to the Companies or to others for the account of the
     Companies (including, without limitation, all Revolving Loans and all
     payments made by the Agent, on behalf of the Lenders, with respect to
     Letters of Credit) in connection with this Financing Agreement; and (b) any
     and all other indebtedness, obligations and liabilities which may be owed
     by the Companies to the Agent or any Lender and arising out of, or incurred
     in connection with, this Financing Agreement, the Post-Petition Guaranty,
     or any of the other Loan Documents (including all Out-of-Pocket Expenses),
     whether (i) now in existence or incurred by the Companies from time to time
     hereafter, (ii) secured by pledge, lien upon or security interest in any of
     the assets or property of each of the Companies or the assets or property
     of any other person, firm, entity or corporation, (iii) such indebtedness
     is absolute or contingent, joint or several, matured or unmatured, direct
     or indirect, or (iv) any Company is liable to the Agent or any Lender for
     such indebtedness as principal, surety, endorser, guarantor or otherwise.

          PERMITTED ENCUMBRANCES shall mean: (a) the liens existing on the date
     hereof set forth on SCHEDULE 1.1(A) attached hereto; (b) Purchase Money
     Liens; (c) liens of landlords and liens of carriers, warehousemen,
     processors, bailees, mechanics, materialmen and other like liens imposed by
     law, created in the ordinary course of business and for

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     amounts not yet due (or which are being contested in good faith, by
     appropriate proceedings or other appropriate actions which are sufficient
     to prevent imminent foreclosure of such liens, and with respect to which
     adequate reserves or other appropriate provisions are being maintained by
     the Companies in accordance with GAAP); (d) pledges or deposits made (and
     the liens thereon) in the ordinary course of business of the Companies
     (including, without limitation, security deposits for leases, indemnity
     bonds, surety bonds and performance, release and appeal bonds) in
     connection with workers' compensation, unemployment insurance, old age
     pensions and other types of social security benefits or to secure the
     performance of tenders, bids, fee and expense arrangements, contracts
     (other than for the repayment or guarantee of borrowed money or purchase
     money obligations), statutory obligations and other similar obligations
     arising as a result of progress payments under government contracts; (e)
     municipal and zoning restrictions and ordinances, easements (including,
     without limitation, reciprocal easement agreements and utility agreements),
     encroachments, minor defects or irregularities in title, rights of way,
     licenses, covenants, variation and other restrictions, charges or
     encumbrances (whether or not recorded) affecting the Real Estate, if
     applicable, and which in the aggregate (i) do not materially interfere with
     the occupation, use or enjoyment by the Companies of the respective
     business or property so encumbered and (ii) in the reasonable business
     judgment of the Agent do not materially and adversely affect the value of
     such Real Estate; (f) liens granted to the Agent, for the benefit of the
     Lenders, by the Credit Parties; (g) liens of judgment creditors provided
     such liens do not exceed $500,000 in the aggregate at any time (other than
     liens bonded or insured to the reasonable satisfaction of the Agent); (h)
     liens for Taxes not yet due and payable (or which are being contested in
     good faith, by appropriate proceedings or other appropriate actions which
     are sufficient to prevent imminent foreclosure of such liens, and with
     respect to which adequate reserves or other appropriate provisions are
     being maintained by the Companies in accordance with GAAP), but only if
     such liens (i) are not (other than with respect to Real Estate) senior to
     the liens granted by the Credit Parties to the Agent, for the benefit of
     the Lenders, or (ii) do not secure taxes owed to the United States of
     America or any department thereof, or to any State authority if applicable
     State law provides for the priority of tax liens in a manner similar to the
     laws of the United States of America, as further set forth in Section 7.6
     hereof; (i) liens granted by Archibald or its Subsidiaries in connection
     with the Indenture; (j) Permitted Liens, as defined in the respective
     Mortgages; (k) leases or subleases granted to others not interfering in any
     material respect with the business of any Credit Party; (l) customary
     rights of set-off, revocation, refund or chargeback under deposit
     agreements or under the uniform commercial code of banks or other financial
     institutions where Companies or any of their Subsidiaries maintain deposits
     in the ordinary course of business; (m) liens arising with respect to
     equipment of a Company or any of their respective Subsidiaries in
     connection with Operating Leases relating to such equipment; (n) liens
     arising by operation of law on insurance policies and proceeds thereof to
     secure premiums thereunder; (o) liens for taxes not yet due or that are
     being actively contested in good faith by appropriate proceedings and for
     which adequate reserves have been established in accordance with GAAP; and
     (p) the Post-Petition Liens.

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          PERMITTED INDEBTEDNESS shall mean: (a) current Indebtedness maturing
     in less than one year and incurred in the ordinary course of business for
     raw materials, supplies, equipment, services, Taxes or labor; (b)
     Indebtedness secured by Purchase Money Liens; (c) Indebtedness arising
     under the Letters of Credit and this Financing Agreement; (d) deferred
     Taxes and other expenses incurred in the ordinary course of business; (e)
     the Indebtedness of Archibald under the Notes in an original principal
     amount not to exceed $170,000,000; (f) other Indebtedness existing on the
     date of execution of this Financing Agreement and listed on SCHEDULE 1.1(B)
     attached hereto; (g) loans and advances permitted pursuant to Section
     7.10(i) hereof; (h) unsecured Indebtedness of the Credit Parties in an
     aggregate amount, together with the guaranties permitted under Section
     7.10(f)(ix) hereof, not to exceed $500,000 at any time; (i) the
     Post-Petition Obligations; and (j) the guaranties permitted under Section
     7.10(f)(x) hereof.

          REVOLVING LINE OF CREDIT shall mean the commitments of the Lenders to
     make Revolving Loans and assist in the issuance of Letters of Credit in an
     aggregate amount equal to the lesser of (a) $30,000,000 and (b) the
     Borrowing Base.

          REVOLVING LOAN ACCOUNT shall have the meaning provided for in Section
     3.7 of this Financing Agreement.

          SECURITY DOCUMENTS shall mean each Security Agreement, the Canadian
     Hypothec, each Mortgage, each Pledge Agreement, each UCC financing
     statement (or Canadian PPSA filing) executed in connection therewith or
     securing any interest created in any of the foregoing documents, and any
     other documents relating to any of the foregoing, as any of the foregoing
     may from time to time be amended, restated or otherwise modified or
     replaced.

     1.4. NEW DEFINITIONS. Section 1.1 of the Financing Agreement is hereby
amended to add the following new definitions thereto:

          BANKRUPTCY CODE shall mean the United States Bankruptcy Code, 11
     U.S.C. Sections 101-1334, as amended and in effect from time to time.

          CANADIAN HYPOTHEC shall mean the Hypothec of Movable Property, dated
     as of June 28, 2001, and executed by the Canadian Subsidiary in favor of
     the Agent in connection with this Agreement, as the same may from time to
     time be amended, restated or otherwise modified.

          CASES shall mean the cases under Chapter 11 of the Bankruptcy Code to
     be filed by the SF Companies, as debtors and debtors-in-possession, in the
     United States Bankruptcy Court for the District of Delaware.

          CONTINUING CREDIT PARTY(IES) shall mean each Credit Party other than
     any Credit Party that is an SF Company.

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          FINAL ORDER shall mean the Final Order, as defined in the
     Post-Petition Credit Agreement.

          INTERIM ORDER shall mean the Interim Order, as defined in the
     Post-Petition Credit Agreement.

          PARTICIPANTS shall mean each of the Participants, as defined in the
     Participation Agreement, under the Participation Agreement.

          PARTICIPATION AGREEMENT shall mean the Participation Agreement, dated
     as of October 3, 2001, among the Agent, the Lenders and the Participants,
     as the same may from time to time be amended, restated or otherwise
     modified.

          POST-PETITION COLLATERAL shall mean the Collateral, as defined in the
     Post-Petition Credit Agreement.

          POST-PETITION CREDIT AGREEMENT shall mean the Post-Petition Credit,
     Security and Guaranty Agreement among Sweet Factory, SF Parent, SF
     Properties, SF Candy and Post-Petition Lender, dated as of November 15,
     2001, as the same may from time to time be amended, restated or otherwise
     modified.

          POST-PETITION GUARANTY shall mean the Guaranty of Payment, dated as of
     November 15, 2001, executed and delivered by Archibald to Post-Petition
     Lender, as the same may from time to time be amended, waived or otherwise
     modified.

          POST-PETITION LENDER shall mean the Lender, as defined in the
     Post-Petition Credit Agreement.

          POST-PETITION LIENS shall mean all security interests in, and
     mortgages and other liens on, the real and/or personal property of any
     Credit Party granted to secure the Post-Petition Obligations.

          POST-PETITION LOANS shall mean the Revolving Loans, as defined in the
     Post-Petition Credit Agreement.

          POST-PETITION OBLIGATIONS shall mean the Obligations, as defined in
     the Post-Petition Credit Agreement.

          SF CANDY shall mean SF Candy Company, a Delaware corporation, together
     with its successors and assigns.

          SF COMPANY(IES) shall mean Sweet Factory, SF Parent, SF Properties and
     SF Candy.

          SF PARENT shall mean Sweet Factory Group, Inc., a Delaware
     corporation, together with its successors and assigns.

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          SF PROPERTIES shall mean SF Properties, Inc., a Delaware corporation,
     together with its successors and assigns.

     1.5. AMENDMENT TO CONDITIONS TO REVOLVING LOANS AND LETTERS OF CREDIT.
Section 2.2 of the Financing Agreement is hereby amended (a) to delete the
reference to "CIT" in the last paragraph thereof and to insert in place thereof
the words "the Agent" and (b) to delete subsection (b) therefrom and to insert
in place thereof the following:

          (b) All representations and warranties made by the Companies in this
     Financing Agreement shall be true and correct in all material respects,
     provided such representations and warranties shall not be applicable to any
     of the SF Companies from and after the commencement of the Cases; and

     1.6. AMENDMENT TO COLLECTION ACCOUNT AND DEPOSITORY ACCOUNT REQUIREMENTS.
Section 3.5 of the Financing Agreement shall be amended to add the following
sentence at the end thereof:

          Notwithstanding any of the foregoing or anything to the contrary in
     this Agreement, this Section 3.5 and the requirements set forth herein or
     elsewhere in this Agreement relating to the subject matter hereof shall be
     subject to the terms of the Post-Petition Credit Agreement.

     1.7. AMENDMENT TO PREPAYMENT SECTION. Section 3.10 of the Financing
Agreement is hereby amended to delete the last sentence from the first paragraph
thereof and to add the following paragraph thereto:

          Notwithstanding anything herein to the contrary, the Companies shall
     not request any Revolving Loan or use the proceeds of any Revolving Loan,
     directly or indirectly, to make the scheduled interest payment on the Notes
     due on January 1 of each year.

     1.8. AMENDMENT TO ADD A NEW PREPAYMENT PROVISION. Section 3 of the
Financing Agreement is hereby amended to add the following Section 3.13 thereto:

          3.13 In no event shall the aggregate outstanding amount of Revolving
     Loans exceed (a) (i) $16,000,000 on December 21, 2001 through December 25,
     2001, (ii) $4,000,000 on December 26, 2001 through December 30, 2001, and
     (iii) $0.00 on December 31, 2001 through the date that Archibald makes the
     scheduled interest payment on the Notes due on January 1, 2002; (b) (i)
     $15,000,000 on January 31, 2002, (ii) $10,000,000 on February 28, 2002,
     (iii) $5,000,000 on (A) March 31, 2002, (B) April 30, 2002, and (C) May 31,
     2002, (iv) $5,400,000 on June 30, 2002, (v) $18,000,000 on July 31, 2002,
     (vi) $20,400,000 on August 31, 2002, (vii) $24,300,000 on September 30,
     2002, (viii) $27,200,000 on October 31, 2002, and (ix) $27,000,000 on
     November 30, 2002; and (c) $0.00 on December 31, 2002, and on December 31
     of each year thereafter, through the date that Archibald makes the
     scheduled interest payment on the Notes due on January 1 of such year. If
     the aggregate amount of Revolving Loans then outstanding shall exceed the
     amounts set forth in subsection (a), (b) or (c) hereof (each, a "CLEAN-

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     DOWN PREPAYMENT AMOUNT") on the respective dates set forth therein,
     Archibald shall immediately make a prepayment of the Revolving Loans then
     outstanding in an amount equal to the applicable Clean-Down Prepayment
     Amount.

     1.9. AMENDMENT TO SECURITY INTEREST PROVISIONS. Sections 6.1 and 6.6 of the
Financing Agreement are hereby amended and restated in their entirety as
follows:

          6.1 As security for the prompt payment in full of all Obligations,
     each Company hereby pledges and grants to the Agent, for the benefit of the
     Lenders, a continuing general lien upon, and security interest in, all of
     such Company's present and hereafter acquired Collateral. In addition, to
     secure its obligations under the Post-Petition Guaranty, Archibald hereby
     pledges and grants to Post-Petition Lender a continuing general lien upon,
     and security interest in, all of Archibald's present and hereafter acquired
     Collateral. Archibald hereby authorizes The CIT Group/Business Credit, Inc.
     to file UCC financing statements to perfect its security interest in the
     Collateral of Archibald arising in connection with the Post-Petition
     Guaranty.

          6.6 Any reserves or balances to the credit of Archibald and any other
     property or assets of any of Archibald in the possession of the Agent may
     be (a) held by the Agent, for the benefit of the Lenders, as security for
     any Obligations or (b) held by the Agent in trust for the Post-Petition
     Lender as security for the Post-Petition Obligations, and applied in whole
     or partial satisfaction of the Obligations or the Post-Petition Obligations
     when due, in accordance with the terms of this Financing Agreement and the
     Post-Petition Credit Agreement. The liens and security interests granted
     herein and any other lien or security interest that the Agent may have in
     any other assets of Archibald shall secure payment and performance of all
     now existing and future Obligations or the Post-Petition Obligations. The
     Agent may in its discretion charge any or all of the Obligations to the
     Revolving Loan Account when due.

     1.10. AMENDMENT TO REPRESENTATIONS, WARRANTIES AND COVENANTS. Section 7 of
the Financing Agreement is hereby amended and restated in its entirety as
follows:

     SECTION 7. REPRESENTATIONS, WARRANTIES AND COVENANTS

          7.1 Archibald hereby warrants and represents and/or covenants that:
     (a) as of the date hereof, the fair value of each Continuing Credit Party's
     assets exceeds the book value of such Continuing Credit Party's
     liabilities; (b) as of the date hereof, each Continuing Credit Party is
     generally able to pay its debts as they become due and payable; (c) as of
     the date hereof, each Continuing Credit Party does not have unreasonably
     small capital to carry on its business as currently conducted absent
     extraordinary and unforeseen circumstances; (d) all financial statements of
     any Credit Party heretofore furnished to the Agent present fairly, in all
     material respects, the financial condition of such Credit Party as of the
     date of such financial statements; (e) each Credit Party is a corporation,
     duly organized and validly existing under the laws of the State of its
     incorporation, and is qualified to do business in each State where the
     failure to so qualify would have a

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     Material Adverse Effect; (f) as of the Closing Date hereof, SCHEDULE 7.1
     hereto correctly and completely sets forth the chief executive office of
     each of the Credit Parties, all of the Collateral locations and all trade
     names used by the Credit Parties; (g) the execution and delivery of this
     Financing Agreement by each Company and the consummation of the
     transactions contemplated hereby, do not violate any term, provision or
     covenant contained in the organizational documents of any Credit Party
     (such as the articles of incorporation, by-laws or operating agreement) or
     any term, provision, covenant or representation contained in any loan
     agreement, lease, indenture, mortgage, deed of trust, note, security
     agreement or pledge agreement to which a Credit Party is a signatory or by
     which such Credit Party or any of such Credit Party's assets are bound; (h)
     except for the Permitted Encumbrances, the security interests granted to
     the Agent, for the benefit of the Lenders, herein constitute and shall at
     all times constitute first priority and exclusive liens on the Collateral;
     (i) except for the Permitted Encumbrances, the Continuing Credit Parties
     are or will be at the time additional Collateral is acquired by any of the
     Continuing Credit Parties, the absolute owner of the Collateral with full
     right to pledge, sell, transfer and create a security interest therein,
     free and clear of any and all claims or liens in favor of others; (j) each
     Credit Party will at its expense forever warrant and, at the Agent's
     request, defend the Collateral from any and all claims and demands of any
     other person other than the Permitted Encumbrances; (k) no Credit Party
     will grant, create or permit to exist, any lien upon or security interest
     in the Collateral, or any Proceeds thereof, in favor of any other person
     other than the holders of the Permitted Encumbrances; and (l) each
     Continuing Credit Party possesses all real and personal property and rights
     necessary to conduct its business as presently conducted.

          7.2 Each Continuing Credit Party shall maintain books and records
     pertaining to the Collateral in such detail, form and scope as the Agent
     shall reasonably require. Each Continuing Credit Party shall permit the
     Agent and/or its designated agents, accompanied by a single representative
     or agent of any Lender (at such Lender's expense), to enter upon such
     Continuing Credit Party's premises upon reasonable prior notice at any time
     during normal business hours, and from time to time (but unless an Event of
     Default shall have occurred, no more frequently than four times per fiscal
     year), in order to (a) examine and inspect the books and records of such
     Credit Party, and make copies thereof and make extracts therefrom, and (b)
     verify, inspect, appraise and perform physical counts and other valuations
     of the Collateral and any and all records pertaining thereto.

          7.3 (a) From time to time upon the request of the Agent, but not more
     than once in any six-month period prior to the occurrence of an Event of
     Default (and as often as reasonably requested if an Event of Default has
     occurred and remains outstanding), Archibald agrees to provide to the
     Agent, at its sole cost and expense, an appraisal of such Archibald's
     Inventory in form and substance reasonably satisfactory to the Agent from
     Hilco or such other appraiser reasonably acceptable to the Agent.

          (b) As soon as possible but in any event no later than 90 days after
     the Closing Date, Archibald shall have provided to the Agent (at
     Archibald's expense) a summary real

                                       10
<Page>

     estate appraisal with respect to the Real Estate from an appraiser
     satisfactory to the Agent.

          (c) As soon as possible but in any event no later (unless the Agent,
     in its reasonable discretion upon consultation with the Environmental
     Consultants referred to below, agrees in writing to extend the time periods
     set forth herein with respect to any of the Real Estate) than, (i) 60 days
     after the Closing Date with respect to the Real Estate listed on SCHEDULE
     7.3(A) hereto, (ii) 90 days after the Closing Date with respect to the Real
     Estate listed on SCHEDULE 7.3(B) hereto and (iii) 120 days after the
     Closing Date with respect to the Real Estate listed on SCHEDULE 7.3(C)
     hereto, Archibald shall have provided to the Agent (at Archibald's expense)
     environmental reports, in form and detail reasonably satisfactory to the
     Agent upon consultation with the Environmental Consultants referred to
     below, (each an "ENVIRONMENTAL REPORT"), performed by an environmental
     consulting firm or firms acceptable to the Agent in its sole discretion
     (each an "ENVIRONMENTAL CONSULTANT") with respect to such Real Estate, that
     determine, among other things, whether such Real Estate contains an
     underground storage tank ("UST") and whether any other environmental
     problem exists for which remediation is reasonably recommended by such
     Environmental Consultant.

          (d) As soon as possible but in any event no later than 60 days after
     the Closing Date, the Agent and the Title Insurance Company shall have
     received maps or plats of a perimeter or boundary of the site for all of
     the Real Estate dated a date reasonably satisfactory to the Agent and the
     Title Insurance Company (but in no event later than 60 days after the
     Closing Date) prepared by an independent professional licensed land
     surveyor reasonably satisfactory to the Agent and the Title Insurance
     Company, which maps or plats and the surveys on which they are based shall
     be made in accordance with the Minimum Standard Detail Requirements for
     Land Title Surveys jointly established and adopted by the American Land
     Title Association and the American Congress on Surveying and Mapping
     ("SURVEYS"). Further, each Survey shall be certified to the Agent, for the
     benefit of the Lenders, and the Title Insurance Company, and contain a
     legend reciting as to whether or not the site is located in a flood zone.

          (e) If any of the Environmental Reports shall recommend remediation or
     the removal of an identified UST with respect to any of the Real Estate
     (each a "TAINTED PROPERTY") and Archibald chooses not to remediate the
     environmental problem or remove such identified UST, then an amount equal
     to 60% of the fair market value of such Tainted Property (as determined by
     the most recent appraisal of such Tainted Property) shall be excluded from
     the Real Estate Sublimit. If any of the Environmental Reports shall
     recommend remediation or the removal of an identified UST with respect to
     any of the Real Estate and Archibald chooses to remediate the environmental
     problem or remove the identified UST (such choice to be made by Archibald
     in a writing delivered to the Agent within seven Business Days after the
     receipt of the applicable Environmental Report), then (A) the Agent shall
     establish a reserve against Availability (a "REMEDIATION RESERVE") for the
     lesser of 60% of the fair market value of such Tainted Property (as
     determined by the most recent appraisal of such Tainted Property) or all
     estimated costs

                                       11
<Page>

     and expenses related to such remediation or removal efforts, (B) such
     Remediation Reserve shall remain in effect until such time as Archibald
     provides evidence in form and detail reasonably satisfactory to the Agent
     that such remediation or removal has been completed to the reasonable
     satisfaction of the Agent and (C) the General Environmental Reserve in
     effect at such time, if any, will be reduced on a dollar-for-dollar basis
     in the amount of such Remediation Reserve; PROVIDED that upon the release
     of such Remediation Reserve (or any part thereof) by the Agent, the General
     Environmental Reserve will increase at the option of the Agent, on a
     dollar-for-dollar basis in the amount of such release up to the maximum
     amount permitted for the General Environmental Reserve at such time (as set
     forth in the definition thereof). Unless Archibald provides the Agent with
     written notice of their intent to remediate the environmental problem or
     remove the identified UST described above within seven Business Days after
     the receipt of the applicable Environmental Report, Archibald shall be
     deemed to have chosen not to remediate the environmental problem or remove
     the identified UST.

          (f) If any of the Surveys of the Real Estate shall reflect an
     encumbrance that is not permitted hereunder, the Agent shall establish a
     reserve against Availability (a "SURVEY RESERVE") in a reasonable amount
     considering the scope and nature of the encumbrance, and any such Survey
     Reserve shall remain in effect until such time as Archibald shall provide
     to the Agent evidence in form and detail reasonably satisfactory to the
     Agent that such encumbrance has been removed from the Real Estate.

          7.4 Each Continuing Credit Party shall comply with the requirements of
     all state and federal laws in order to grant to the Agent, for the benefit
     of the Lenders, valid and perfected first priority security interests in
     its Collateral, subject only to the Permitted Encumbrances. Archibald
     hereby authorizes the Agent to file any financing statements covering the
     Collateral whether or not Archibald's signature appears thereon. Archibald
     agrees to do whatever the Agent reasonably may request from time to time,
     by way of (a) filing notices of liens, financing statements, amendments,
     renewals and continuations thereof, (b) cooperating with the Agent's
     designated agents and employees, (c) keeping Collateral records, (d)
     transferring Proceeds of the Collateral to the Agent's possession in
     accordance with the terms hereof and (e) performing such further acts as
     the Agent reasonably may require in order to effect the purposes of this
     Financing Agreement.

          7.5 (a) Each Continuing Credit Party shall maintain insurance on its
     Real Estate and Inventory under such policies of insurance, with such
     insurance companies, in such reasonable amounts and covering such insurable
     risks as are at all times reasonably satisfactory to the Agent (the
     "REQUIRED INSURANCE"). SCHEDULE 7.5 hereto sets forth, as of the Closing
     Date, all insurance policies, including the Required Insurance, carried by
     the Credit Parties and indicates in detail, with respect to each such
     insurance policy, the amount and type of coverage and the name of the
     insurance provider thereof (collectively, the "INSURANCE POLICIES") (it
     being agreed that the amounts, coverage and provider of such Insurance
     Policies are acceptable to the Agent based upon the business and properties
     of the Companies as of the Closing Date). All Insurance Policies to the
     extent covering the Real Estate and Inventory are, subject to the rights of
     any holders of Permitted

                                       12
<Page>

     Encumbrances holding claims senior to the Agent, to be made payable to the
     Agent, for the benefit of the Lenders, in case of loss, under a standard
     non-contributory "mortgagee", "lender" or "secured party" clause and are to
     contain such other provisions as the Agent may reasonably require to fully
     protect the interests of Agent and the Lenders in the Real Estate and
     Inventory and to any payments to be made under such policies. All original
     policies or true copies thereof are to be delivered to the Agent within 30
     days after the Closing Date, premium prepaid, with the loss payable
     endorsement in favor of Agent, for the benefit of the Lenders, and shall
     provide for not less than 30 days prior written notice to the Agent of the
     exercise of any right of cancellation. Upon the occurrence of an Event of
     Default which is not waived, the Agent shall, subject to the rights of any
     holders of Permitted Encumbrances holding claims senior to the Agent, have
     the sole right, in the name of the Agent or any of the Continuing Credit
     Parties, as applicable, to file claims under any insurance policies to the
     extent relating to the Collateral, to receive, receipt and give acquittance
     for any payments that may be payable thereunder to the extent relating to
     the Collateral, and to execute any and all endorsements, receipts,
     releases, assignments, reassignments or other documents that may be
     necessary to effect the collection, compromise or settlement of any claims
     under any such insurance policies to the extent relating to the Collateral.

          (b) Unless Archibald shall provide the Agent with evidence of the
     Required Insurance in the manner set forth in Section 7.5(a) above, the
     Agent may purchase insurance at the expense of Archibald to protect the
     interests of the Agent and the Lenders in the Collateral. The insurance
     purchased by the Agent may, but need not, protect the interests of
     Archibald in the Collateral, and therefore such insurance may not pay any
     claim that Archibald shall make or any claim which is made against
     Archibald in connection with the Collateral. Archibald may later request
     that the Agent cancel any insurance purchased by the Agent, but only after
     providing the Agent with satisfactory evidence that Archibald has the
     Required Insurance. If the Agent, on behalf of the Lenders, purchases
     insurance covering all or any portion of the Collateral, Archibald shall be
     responsible for the costs of such insurance, including interest (at the
     applicable rate set forth hereunder) and other charges accruing on the
     purchase price therefor, until the effective date of the cancellation or
     the expiration of the insurance, and the Agent may charge all of such
     costs, interest and other charges to either Revolving Loan Account. The
     costs of the premiums of any insurance purchased by the Agent may exceed
     the costs of insurance that Archibald may be able to purchase on its own.
     In the event that the Agent purchases insurance, the Agent will notify
     Archibald in writing of such purchase within 30 days after the date of such
     purchase. If, within 30 days of the date of such notice, Archibald shall
     provide the Agent with proof that Archibald had the Required Insurance as
     of the date on which the Agent purchased insurance AND Archibald has
     continued at all times thereafter to have the Required Insurance, then the
     Agent agrees to cancel the insurance purchased by the Agent and credit the
     Revolving Loan Account by the amount of all costs, interest and other
     charges associated with such insurance previously charged to such Revolving
     Loan Account.

                                       13
<Page>

          (c) (i) In the event of any loss or damage by condemnation, fire or
     other casualty, insurance proceeds relating to Inventory shall reduce the
     then outstanding aggregate principal balance of all Revolving Loans;

          (ii) In the event any part of the Real Estate is condemned or damaged
     by fire or other casualty and the insurance or condemnation proceeds for
     such condemnation, damage or other casualty (the "CASUALTY PROCEEDS") is
     less than or equal to $100,000, the Agent shall promptly apply such
     Casualty Proceeds to reduce the Revolving Loan.

          (iii) So long as no Event of Default shall have occurred and remain
     outstanding and the Casualty Proceeds are in excess of $100,000, Archibald
     may elect (by delivering written notice to the Agent) to replace, repair or
     restore such Real Estate to substantially the equivalent condition prior to
     such condemnation, fire or other casualty as set forth herein. If Archibald
     does not, or cannot, elect to use the Casualty Proceeds as set forth above,
     (A) the Real Estate Sublimit shall be reduced by an amount equal to 60% of
     the fair market value of such Real Estate, as set forth in the most recent
     appraisal with respect to such Real Estate, and (B), the Agent may, subject
     to the rights of any holders of Permitted Encumbrances holding claims
     senior to the Agent, apply the Casualty Proceeds to the payment of the
     Obligations in such manner and in such order as the Agent reasonably may
     elect.

          (iv) If Archibald elects to use the Casualty Proceeds for the repair,
     replacement or restoration of any Real Estate, (x) proceeds of insurance on
     Real Estate will be applied to the reduction of the Revolving Loans and (y)
     the Agent may set up a reserve against Availability for an amount equal to
     the total amount set forth in the budget described below. The reserve will
     be reduced dollar-for-dollar upon receipt of non-cancelable executed
     purchase orders, delivery receipts or contracts for the replacement, repair
     or restoration of the Real Estate and disbursements in connection
     therewith. Prior to the commencement of any restoration, repair or
     replacement of Real Estate, Archibald shall provide the Agent with a
     restoration plan and an estimated budget prepared by an independent third
     party experienced in construction costing. If there are insufficient
     Casualty Proceeds to cover the cost of restoration as so determined,
     Archibald shall be responsible for the amount of any such deficiency, and
     shall fund such deficiency prior before the reserve will be reduced.
     Completion of restoration shall be evidenced by a final, unqualified
     certification of the design architect employed, if any; an unconditional
     certificate of occupancy, if applicable; such other certification as may be
     required by law; or if none of the above is applicable, a written good
     faith determination of completion by Archibald. Upon completion, any
     remaining reserve as established hereunder will be automatically released.

          (v) Archibald agrees to pay any reasonable costs, fees or expenses
     that the Agent may reasonably incur in connection herewith.

          7.6 Each Continuing Credit Party shall pay, when due, all Taxes
     lawfully levied or assessed upon such Continuing Credit Party or its
     Collateral, including, without

                                       14
<Page>

     limitation, all sales taxes collected by such Continuing Credit Party on
     behalf of such Continuing Credit Party's customers in connection with sales
     of Inventory. If any Taxes remain unpaid after such date and the lien, if
     any, securing such Taxes is not a Permitted Encumbrance, then the Agent
     may, at its election and without curing any Event of Default that may arise
     as a result thereof, (a) establish an Availability Reserve in the amount of
     such Taxes or (b) pay such taxes on behalf of such Continuing Credit Party,
     and the amount paid by the Agent shall become an Obligation which is due
     and payable on demand by the Agent.

          7.7 (a) Each Continuing Credit Party shall comply with all acts,
     rules, regulations and orders of any legislative, administrative or
     judicial body or official, if the failure to so comply would have a
     Material Adverse Effect, provided that such Continuing Credit Party may
     contest any acts, rules, regulations, orders and directions of such bodies
     or officials in any reasonable manner which will not, in the Agent's
     reasonable opinion, materially and adversely effect the rights or
     priorities of the Agent and the Lenders in the Collateral of the Continuing
     Credit Parties.

          (b) Without limiting the generality of subsection(a) above, each
     Continuing Credit Party shall comply with all environmental statutes, acts,
     rules, regulations or orders, as presently existing or as adopted or
     amended in the future, applicable to the ownership and/or use of its real
     property and operation of its business, if the failure to so comply would
     have a Material Adverse Effect. Archibald hereby agrees to indemnify the
     Agent and the Lenders, and agrees to defend and hold the Agent and the
     Lenders harmless, from and against any and all loss, damage, claim,
     liability, injury or expense which the Agent or the Lenders may sustain or
     incur in connection with any claim or expense asserted against the Agent or
     the Lenders as a result of any environmental pollution, hazardous material
     or environmental clean-up of any Credit Party's owned or leased real
     property, or any claim or expense which results from such Credit Party's
     operations (including, but not limited to, such Credit Party's off-site
     disposal practices). This indemnification shall survive the termination of
     this Financing Agreement and the repayment of the Obligations. No
     Continuing Credit Party shall be deemed to have breached any provision of
     this Section 7.7 if (i) the failure to comply with the requirements of this
     Section 7.7 resulted from good faith error or innocent omission and (ii)
     the Continuing Credit Parties promptly commence and diligently pursue a
     cure of such breach.

          (c) Archibald represents and warrants to the Agent and the Lenders
     that (i) none of the operations of any Credit Party are the subject of any
     federal, state or local investigation to determine whether any remedial
     action is needed to address the presence or disposal of any environmental
     pollution, hazardous material or environmental clean-up of the Real Estate
     or any of such Credit Party's leased real property, (ii) except as
     disclosed in the Transaction Screen Process Environment Site Assessments
     delivered to the Agent prior to the Closing Date in connection with this
     Financing Agreement, no Credit Party has any known contingent liability
     with respect to any release of any environmental pollution or hazardous
     material, (iii) except as disclosed in the Transaction Screen Process
     Environment Site Assessments delivered to the Agent prior to the Closing

                                       15
<Page>

     Date in connection with this Financing Agreement, each Credit Party
     presently is in compliance with all environmental statutes, acts, rules,
     regulations or orders applicable to such Credit Party's owned or leased
     real property or the operation of such Credit Party's business, except
     where the failure to be in such compliance would not have a Material
     Adverse Effect, (iv) except as disclosed in the Transaction Screen Process
     Environment Site Assessments, no enforcement proceeding, complaint,
     summons, citation, notice, order, claim, litigation, investigation, letter
     or other communication from a federal, state or local authority has been
     filed against or delivered to any Credit Party, regarding or involving any
     release of any environmental pollution or hazardous material on any real
     property now or previously owned or leased by such Credit Party, and (v) to
     such Credit Party's knowledge, each Credit Party has obtained and maintains
     all permits, approvals, authorizations and licenses, if any, required by
     applicable environmental statutes, acts, rules, regulations and orders,
     except where the failure to have such permits, approvals, authorizations or
     licenses would not have a Material Adverse Effect.

          7.8 Until termination of this Financing Agreement and payment and
     satisfaction of all Obligations due hereunder, Archibald agrees that,
     unless the Agent and the Required Lenders shall have otherwise consented in
     writing, Archibald shall furnish:

          (a) to the Agent, upon the creation of Accounts of Archibald and
     Canadian Subsidiary and the purchase or acquisition of Inventory of
     Archibald and Canadian Subsidiary, solely for the Agent's convenience in
     maintaining records of Collateral, such confirmatory schedules of Accounts
     and Inventory of Archibald and Canadian Subsidiary (in form and substance
     reasonably satisfactory to the Agent) as the Agent reasonably may request,
     including, without limitation, weekly schedules of Accounts of Archibald
     and Canadian Subsidiary and monthly schedules of Inventory of Archibald and
     Canadian Subsidiary, all in form and substance reasonably satisfactory to
     the Agent, and such other appropriate reports designating, identifying and
     describing Accounts and Inventory of Archibald and Canadian Subsidiary as
     the Agent reasonably may request, PROVIDED that the Agent may, from time to
     time upon reasonable notice, request schedules of Inventory of Archibald
     and Canadian Subsidiary more frequently;

          (b) to the Agent, upon the Agent's request, copies of agreements with,
     or purchase orders from, the customers of any of Archibald or Canadian
     Subsidiary, and copies of invoices to customers, proof of shipment or
     delivery, access to its computers, electronic media and software programs
     associated therewith (including any electronic records, contracts and
     signatures) and such other documentation and information relating to said
     Accounts and other Collateral, all as the Agent reasonably may request;

          (c) (i) in the collateral schedules provided to the Agent pursuant to
     Sections 7.8(a) above, a disclosure of (x) all matters adversely affecting
     the value, enforceability or collectibility of the Accounts of Archibald
     and Canadian Subsidiary, (y) all material customer disputes, offsets,
     defenses, counterclaims, returns, rejections and all reclaimed or
     repossessed merchandise or goods, (z) all matters adversely effecting the
     value of the Inventory of Archibald and Canadian Subsidiary in any material
     respect, all in such detail

                                       16
<Page>

     and format as the Agent reasonably may require, and (ii) as to any such
     matters with respect to the Accounts and/or the Inventory of Archibald and
     Canadian Subsidiary that may have a Material Adverse Effect, Archibald
     shall promptly notify the Agent;

          (d) to the Agent, in such detail as the Agent shall reasonably
     require, (i) at least once each week (but more frequently upon the Agent's
     reasonable request), a borrowing base certificate in form and substance
     satisfactory to the Agent, certified by the president, treasurer or chief
     financial officer of Archibald (or any other authorized officer
     satisfactory to the Agent), (ii) on or before the fifteenth (15th) day of
     each month, an aged trial balance of all Accounts of Archibald and Canadian
     Subsidiary existing as of the last day of the preceding month certified by
     the president, treasurer or the chief financial officer of Archibald (or
     any other authorized officer satisfactory to the Agent), and (iii) on or
     before the thirtieth (30th) day of each month, a summary of Inventory of
     Archibald and Canadian Subsidiary as of the last day of the preceding
     month, certified by the president, treasurer or the chief financial officer
     of Archibald (or any other authorized officer satisfactory to the Agent);

          (e) to the Agent and the Lenders, within 90 days after the end of each
     fiscal year of Archibald, a Consolidated Balance Sheet and a Consolidating
     Balance Sheet as at the close of such year, and statements of profit and
     loss and cash flow of Archibald for such year, audited by independent
     public accountants selected by Archibald and reasonably satisfactory to the
     Agent, together with the unqualified opinion of the accountants preparing
     such financial statements;

          (f) to the Agent and the Lenders, (i) within 30 days after the end of
     each month (other than such months in which a fiscal quarter or the fiscal
     year of Archibald ends), (ii) within 45 days after the end of each month in
     which a fiscal quarter of Archibald ends or (iii) within 90 days after the
     end of the month in which the fiscal year of Archibald ends, a Consolidated
     Balance Sheet and a Consolidating Balance Sheet as at the end of such
     month, and statements of profit and loss and cash flow of Archibald for
     such month, together with a comparison to the same month of the prior
     fiscal year of Archibald, and for the period commencing on the first day of
     the current fiscal year through the end of such month, together with a
     comparison to the same year-to-date period for the previous year of
     Archibald, certified by the president, treasurer or chief financial officer
     of Archibald (or any other authorized officer satisfactory to the Agent);

          (g) to the Agent and the Lenders prior to the beginning of each fiscal
     year of Archibald, monthly projections of the Consolidated Balance Sheet,
     Consolidating Balance Sheet, and the consolidated and consolidating
     statements of profits and loss and cash flow of Archibald, as well as
     projected Availability for such fiscal year;

          (h) to the Agent, prior written notice of any change in the location
     of any Collateral of the Continuing Credit Parties and any material change
     in type, quantity, quality or mix of the Inventory of Archibald and
     Canadian Subsidiary;

                                       17
<Page>

          (i) from time to time, such further information regarding the business
     affairs and financial condition of the Credit Parties as the Agent and the
     Lenders reasonably may request; and

          (j) to the Agent, as soon as practicable, and in any event within five
     Business Days after any Continuing Credit Party learns of the following,
     written notice to the Agent of (i) any material proceeding (including,
     without limitation, litigation, investigations, arbitration or governmental
     proceedings) being instituted or threatened to be instituted by or against
     such Continuing Credit Party in any federal, state, local or foreign court
     or before any commission or other regulatory body (federal, state, local or
     foreign), (ii) notice that such Continuing Credit Party's operations are
     not in compliance with any material requirements of applicable law (with
     respect to each of CLAUSES (I) and (II) above, except for those
     proceedings, non-compliance and actions which do not have a reasonable
     likelihood of having a material adverse effect on either (A) the business,
     condition (financial or otherwise), operations, performance, properties or
     prospects of such Continuing Credit Party or (B) the ability of such
     Continuing Credit Party to perform its obligations under this Financing
     Agreement or any other Loan Document) and (iii) any other event which could
     reasonably have a material adverse effect on either (A) the business,
     condition (financial or otherwise), operations, performance, properties or
     prospects of such Continuing Credit Party or (B) the ability of such
     Continuing Credit Party's ability to perform its obligations under this
     Financing Agreement or any other Loan Document.

          Each financial statement that Archibald is required to submit pursuant
     to Sections 7.8(e) and 7.8(f) hereof must be accompanied by an officer's
     certificate, signed by the president, treasurer or chief financial officer
     of Archibald (or any other authorized officer satisfactory to the Agent),
     as appropriate, pursuant to which such officer must certify that: (i) the
     financial statement(s) fairly and accurately present in all material
     respects the financial condition of Archibald at the end of the particular
     accounting period, as well as the operating results of Archibald during
     such accounting period, subject to year-end audit adjustments and in the
     case of monthly financial statements, the absence of footnotes; (ii) during
     the particular accounting period (x) there has occurred no Default or Event
     of Default under this Financing Agreement, or, if any such officer has
     knowledge that any such Default or Event of Default has occurred during
     such period, the existence of and a detailed description of same shall be
     set forth in such officer's certificate, and (y) Archibald has not received
     any notice of cancellation with respect to its property insurance policies;
     and (iii) the exhibits attached to such financial statement(s) constitute
     detailed calculations showing compliance with all financial covenants
     contained in this Financing Agreement.

          The failure of Archibald to promptly deliver to the Agent any
     schedule, report, statement or other information set forth in this Section
     7.8 shall not affect, diminish, modify or otherwise limit the security
     interest of Agent, for the benefit of the Lenders, in the Collateral.

                                       18
<Page>

          7.9 Until termination of this Financing Agreement and payment and
     satisfaction of all Obligations due hereunder, Archibald agrees that,
     without the prior written consent of the Agent, except as otherwise herein
     provided, no Credit Party will, or will permit any Subsidiary, to make any
     payment or other distribution, whether in cash, property, securities or a
     combination thereof, to the holders of the Notes under the Indenture other
     than scheduled payments of interest and the principal payments due under
     the Notes on the date of the stated maturity of such Notes, which interest
     and principal payments shall be made in accordance with the Notes and the
     Indenture.

          7.10 Until termination of this Financing Agreement and payment and
     satisfaction of all Obligations due hereunder, Archibald agrees that,
     without the prior written consent of the Agent, except as otherwise herein
     provided, no Credit Party will, or will permit any Subsidiary, to:

          (a) Mortgage, assign, pledge, transfer or otherwise permit any lien,
     charge, security interest, encumbrance (whether as a result of a purchase
     money or title retention transaction, or other security interest, or
     otherwise) to exist on any of its assets or goods, whether real, personal
     or mixed, whether now owned or hereafter acquired, except for the Permitted
     Encumbrances;

          (b) Incur or create any Indebtedness other than the Permitted
     Indebtedness;

          (c) Borrow any money on the security of the Collateral from sources
     other than (i) the Agent and the Lenders, or (ii) with respect to Sweet
     Factory, the Post-Petition Lender;

          (d) Sell, lease, assign, transfer or otherwise dispose of (i) any
     Collateral, except as otherwise specifically permitted by this Financing
     Agreement, or (ii) either all or any substantial part of its assets, if
     any, which do not constitute Collateral; PROVIDED, HOWEVER, that (i) the
     Companies and their Subsidiaries may sell, lease, assign, transfer or
     otherwise dispose of any equipment which is obsolete, worn-out or otherwise
     no longer used or useful in conduct of such Person's business and (ii) any
     Subsidiary of Archibald may transfer all of its property to a Company;

          (e) (i) Merge or consolidate with any other entity, PROVIDED, that any
     Subsidiary (other than Archibald) may be dissolved, liquidated, merged or
     consolidated with an into a Company, (ii) change its corporate name or
     principal place of business without at least thirty (30) days prior written
     notice to the Agent, (iii) change the form of its organization from
     for-profit corporation or organization or (iv) enter into or engage in any
     operation or activity materially different from that presently being
     conducted by the Credit Parties;

          (f) Assume, guarantee, endorse, or otherwise become liable upon the
     obligations of any person, firm, entity or corporation, except (i) by the
     endorsement of negotiable instruments for deposit or collection or similar
     transactions in the ordinary course of business (ii) guarantees by the
     Credit Parties of the Obligations, (iii) guaranties by the

                                       19
<Page>

     Subsidiaries of Archibald of all the obligations under the Indenture and
     Notes, (v) guarantees and other obligations existing on the date hereof and
     listed on SCHEDULE 7.10(f), (vi) guarantees by any Company or any
     Subsidiary of any Company of capitalized lease obligations or purchase
     money indebtedness of any Company or any Subsidiary of any Company,
     provided that such obligations or indebtedness is otherwise permitted
     pursuant to the terms of this Financing Agreement, (vii) performance,
     surety, bid, appeal or similar bonds arising in the ordinary course of
     business (provided that the aggregate amount of such obligations do not
     exceed $1,000,000 in the aggregate), (viii) guarantees of any lease or
     other contractual obligation of a Company not constituting indebtedness for
     borrowed money entered into by another Company in the ordinary course of
     business, provided that such lease or other obligation is otherwise
     permitted pursuant to the terms of this Financing Agreement, (ix) unsecured
     guarantees that, combined with Indebtedness permitted pursuant to subpart
     (h) of the definition of Permitted Indebtedness, do not exceed $500,000 in
     the aggregate, and (x) guaranties by any of the Credit Parties of the
     Post-Petition Obligations under the Post-Petition Credit Agreement.

          (g) Declare or pay, directly or indirectly, any dividends or make any
     other distribution or payment, whether in cash, property, securities or a
     combination thereof, with respect to (whether by reduction of capital or
     otherwise) any shares of capital stock (or any options, warrants, rights or
     other equity securities or agreements relating to any capital stock), or
     set apart any sum for the aforesaid purposes, other than as follows:

          (i) the SF Companies may pay dividends to another SF Company or
     Archibald, as applicable;

          (ii) Archibald may pay dividends and make distributions to Parent,

          (iii) Archibald Canada may pay dividends and make distributions to
     Archibald;

          (iv) Archibald may pay dividends and distributions to Parent to fund
     Parent's payment of tax obligations under the Tax Sharing Agreement when
     due so long as (A) the funds so provided are legally available for such
     purpose and (B) such dividend does not exceed the amount of the tax
     liability of the Companies and the Subsidiary Guarantors if they were not
     consolidated with Parent;

          (v) Archibald may pay dividends and distributions to Parent to fund
     scheduled redemption payments with respect to the Preferred Stock when due
     so long as no Default or Event of Default has occurred and is continuing;

          (vi) Archibald may pay other dividends and distributions to Parent to
     fund scheduled payments of management fees under the Tax Sharing Agreement,
     so long as (a) such dividends do not exceed $500,000 in the aggregate in
     any twelve month period and (b) no Default or Event of Default has occurred
     and is continuing; and

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<Page>

          (vii) Archibald may pay dividends and distributions to Parent to allow
     Parent (A) to make payments required under the SAR Agreements and the Stock
     Option Plan provided that the aggregate amount of such dividends and/or
     distributions for such payments do not exceed One Hundred Thousand Dollars
     ($100,000) in any fiscal year of the Companies, (B) to pay director's fees
     and expenses and other administrative obligations provided that the
     aggregate amount of such dividends and/or distributions for such payments
     do not exceed $150,000 in any fiscal year of the Companies, provided no
     Event of Default shall have occurred and is continuing, (C) to pay officer
     and director indemnity obligations, provided no Event of Default shall have
     occurred and is continuing, and (D) to pay compensation and/or consulting
     fees to Parent's Chairman and Chief Executive Officer in an aggregate
     amount not to exceed $52,000 in any fiscal year of the Companies, provided
     no Event of Default shall have occurred and is continuing.

          (h) (i) Create any new Subsidiary, or (ii) acquire all or
     substantially all of the assets of, or any capital stock or any equity
     interests in, any Person.

          (i) Make any advance or loan to, or any investment in, any Person,
     other than (i) investments in Cash Equivalents, (ii) investments existing
     on the date hereof and described on SCHEDULE 7.10(i) hereto, (iii)
     investments received in connection with the bankruptcy or reorganization of
     suppliers and customers and in settlement of delinquent obligations of, and
     other disputes with, customers and suppliers, (iv) advances made to
     employees, officers and directors for travel and other expenses arising in
     the ordinary course of business, (v) loans to employees not exceeding
     $100,000 in the aggregate outstanding for all Persons at any one time, (vi)
     the existing intercompany loan from Archibald to Canadian Subsidiary for
     the purchase of Laura Secord, (vii) advances or loans by Parent, Archibald
     or Canadian Subsidiary to, and investments of Parent, Archibald or Canadian
     Subsidiary in, Parent, Archibald or Canadian Subsidiary, as the case may
     be, PROVIDED that working capital advances or loans by Archibald to
     Canadian Subsidiary shall not exceed $5,000,000 in the aggregate
     outstanding at any time, and (viii) the SF Companies may make loans,
     advances or investments to any other SF Company or Archibald.

          (j) Suffer or permit Consolidated EBITDA to be less than $28,000,000
     as of the end of Archibald's fiscal quarter ending in February 2002 for the
     six month period ending on such date.

          7.11 Without the prior written consent of the Agent and the Required
     Lenders, no Credit Party will: (a) enter into any Operating Lease (other
     than with respect to real property leases) if after giving effect thereto
     the aggregate obligations with respect to all such Operating Leases for all
     of the Credit Parties during any fiscal year would exceed $1,000,000; (b)
     enter into any new Operating Lease with respect to real estate after the
     Closing Date if after giving effect thereto, the aggregate obligations with
     respect to such Operating Leases would exceed (i) $1,000,000 at the end of
     the fiscal year ending in August, 2002, (ii) $2,000,000 at the end of the
     fiscal year ending in August, 2003, (iii) $3,000,000 at the end of the
     fiscal year ending in August, 2004 and increasing as of the

                                       21
<Page>

     end of each fiscal year of the Companies thereafter by an amount equal to
     $1,000,000 for such fiscal year; or (c) contract for, purchase, make
     expenditures for, lease pursuant to a Capital Lease or otherwise incur
     obligations with respect to Capital Expenditures (whether subject to a
     security interest or otherwise) if after giving effect thereto the
     aggregate obligations with respect to all such Capital Expenditures for all
     Continuing Credit Parties during any fiscal year would exceed:

          (i) $5,500,000 for the fiscal year ending August 31, 2001;
          (ii) $6,000,000 for the fiscal year ending August 31, 2002;
          (iii) $6,500,000 for the fiscal year ending August 31, 2003; and
          (iv) $7,500,000 for the fiscal year ending August 31, 2004 and for
          each fiscal year thereafter.

          7.12 Archibald shall not suffer or permit Consolidated Net Cash Flow,
     calculated for each of the periods set forth below, to be less than:

          (a) ($17,000,000) as of the end of the Archibald's fiscal year ending
     in August 2001 for the immediately preceding twelve-month period ending on
     such date;
          (b) ($4,500,000) as of the end of Archibald's fiscal quarter ending in
     November 2001 for the immediately preceding three-month period ending on
     such date;
          (c) $16,500,000 as of December 31, 2001, for the period commencing on
     the first day of Archibald's fiscal year commencing in August 2001 and
     ending on such date;
          (d) $14,500,000 as of the end of Archibald's fiscal quarter ending in
     February 2002 for the immediately preceding six-month period ending on such
     date;
          (e) $12,500,000 as of the end of Archibald's fiscal quarter ending in
     May 2002 for the immediately preceding nine-month period ending on such
     date; and
          (f) $1,000,000 as of the end of Archibald's fiscal quarter ending in
     August 2002, and increasing as of the end of each fiscal quarter of
     Archibald thereafter by an amount equal to $350,000 for each such fiscal
     quarter, in each case for the immediately preceding twelve-month period
     ending on such date.

          7.13 Archibald agrees to advise the Agent in writing of (a) all
     expenditures (actual or anticipated) in excess of $500,000 for (i)
     environmental clean-up, (ii) environmental compliance or (iii)
     environmental testing and the impact of said expenses on the affected
     working capital of any of the Credit Parties, and (b) any notices, together
     with copies of any such notices if so requested by the Agent, that any of
     the Credit Parties receive from any local, state or federal authority
     advising any of the Credit Parties of, (i) with respect to any of the Real
     Estate, any environmental liability (real or potential), and, (ii) with
     respect to any other real property owned or leased by a Credit Party, such
     environmental liability (real or potential) in excess of $25,000, in each
     case arising from the operations of any of the Credit Parties, or the
     premises, waste disposal practices or waste disposal sites used by any of
     the Credit Parties.

          7.14 Except as set forth on SCHEDULE 7.14 hereto, without the prior
     written consent of the Agent and the Required Lenders, no Credit Party
     shall enter into any

                                       22
<Page>

     transaction (other than any transaction between or among Archibald and any
     of its Subsidiaries), including, without limitation, any purchase, sale,
     lease, loan or exchange of property, with any person or entity affiliated
     with any of the Credit Parties or affiliated with any shareholder, parent
     or Subsidiary (direct or indirect) of any of the Credit Parties, unless
     such transaction otherwise complies with the provisions of this Financing
     Agreement and is on terms no less favorable to such Credit Party than the
     terms upon which such transaction would have been made had such transaction
     been made with a non-affiliate Person.

          7.15 The Obligations shall, and Archibald shall take all necessary
     action to ensure that the Obligations shall, at all times rank PARI PASSU
     with all Indebtedness under the Indenture.

          7.16 Archibald shall not suffer or permit, without the prior written
     consent of the Agent, (a) the Tax Sharing Agreement to be amended,
     supplemented or modified in any respect that would be adverse to the Agent
     or any of the Lenders or would increase the obligations of any Credit Party
     thereunder, or (b) the Indenture or any Note to be amended, supplemented or
     modified in any respect or refinanced, in whole or in part.

          7.17 At any time upon the acquisition of real property acquired by a
     Continuing Credit Party after the Closing Date, such Continuing Credit
     Party will (to the extent not in violation of the Indenture) (a) provide
     the Agent, for the benefit of the Lenders, with a first priority Lien
     (subject to Permitted Encumbrances) on such real property by executing and
     delivering a Mortgage with respect to such real property in form and
     substance satisfactory to the Agent and (b) if reasonably requested by the
     Agent given the nature of and past use of such property, deliver to the
     Agent a so called "Phase I" environmental report (and Phase II, if
     recommended or required by the applicable Phase I) with respect to such
     real property.

          7.18 As of the Closing Date, each Depository Account is listed on
     SCHEDULE 7.18(A), each lockbox is listed on SCHEDULE 7.18(B) and each
     Collection Account is listed on SCHEDULE 7.18(C), which schedules shall
     list for each account the account number, the financial institution and the
     address of such financial institution. Other than the Depository Accounts,
     the Collection Accounts and as listed on SCHEDULE 7.18(D), no Continuing
     Credit Party maintains a bank account or deposits funds with any other
     financial institution other than the Agent or a Lender. The Continuing
     Credit Parties have given instructions to each financial institution where
     a Depository Account is maintained to transfer all funds therein to a
     Collection Account on a daily basis.

          The Continuing Credit Parties shall maintain their cash management
     system as such system exists on the Closing Date or as such system may be
     modified by the terms of this Agreement. No Continuing Credit Party will
     withdraw funds from a Depository Account or instruct the financial
     institution where a Depository Account is maintained to transfer funds in
     such account anywhere other than a Collection Account on a daily basis. No
     Continuing Credit Party will open a Depository Account without notifying
     the

                                       23
<Page>

     financial institution where such Depository Account will be maintained of
     this Financing Agreement and instructing such financial institution to
     transfer all funds therein to a Collection Account on a daily basis. No
     Continuing Credit Party will open a lockbox other than in connection with a
     Collection Account. The Continuing Credit Parties shall promptly, and in
     any event not later than three days after the opening of any such new
     account or lockbox, notify the Agent in writing of the creation of any new
     account or lockbox. The Continuing Credit Parties shall promptly, and in
     any event not later than three days after the opening of any new Collection
     Account, notify the Agent in writing of the creation of such new account
     and shall at the time of such notice execute and deliver to the Agent a
     depository account notice and blocked account agreement, in each case as
     described in Section 2.1(o) hereof.

          The Continuing Credit Parties shall take all such actions as the Agent
     deems necessary or advisable to send all cash, all proceeds from the sale
     of Inventory, all proceeds from the collection of Accounts, and all other
     remittances and other proceeds of Collateral to the Agent's Bank Accounts
     in accordance with Section 3.5. From and after the Closing Date, the
     Continuing Credit Parties will take such actions as the Agent deems
     necessary or advisable to grant to the Agent control over the Depositary
     Accounts, the Collection Accounts and the funds therein.

          7.19 There are (a) no lawsuits, actions, investigations, or other
     proceedings pending or threatened against any Continuing Credit Party, or
     in respect of which any Continuing Credit Party may have any liability, in
     any court or before any governmental authority, arbitration board, or other
     tribunal, (b) no orders, writs, injunctions, judgments, or decrees of any
     court or government agency or instrumentality to which any Continuing
     Credit Party is a party or by which the property or assets of any
     Continuing Credit Party are bound, and (c) no grievances, disputes, or
     controversies outstanding with any union or other organization of the
     employees of any Continuing Credit Party, or threats of work stoppage,
     strike, or pending demands for collective bargaining, which, as to
     subsections (a) through (c) above, could reasonably be expected to have a
     Material Adverse Effect.

          7.20 Neither the Post-Petition Credit Agreement nor any of the Loan
     Documents, as defined in the Post-Petition Credit Agreement, shall be
     amended, waived, replaced or otherwise modified without the prior written
     consent of the Agent and the Lenders.

          7.21 Canadian Subsidiary shall use commercially reasonable efforts to
     deliver to the Agent, on or before December 31, 2001, a Credit Card
     Agreement, in form and substance satisfactory to the Agent, with respect to
     each credit card processor arrangement that exists between Canadian
     Subsidiary and a credit card processor, executed by Canadian Subsidiary and
     such credit card processor.

          7.22 On or before December 28, 2001, Archibald shall pay to the Agent,
     for the pro rata benefit of the Lenders, an amendment fee in the amount of
     $160,000 in connection with the Second Amendment and Waiver Agreement,
     dated as of November 14, 2001.

                                       24
<Page>

          7.23 On or prior to March 31, 2002, Archibald shall have (i) received
     not less than $5,000,000 in cash from an equity contribution from Parent or
     otherwise or (ii) completed a sale-leaseback (or a series of
     sale-leasebacks) of Archibald's owned real estate resulting in not less
     than $8,000,000 in net cash proceeds to Archibald, in each case on terms
     satisfactory to the Agent.

     1.10. AMENDMENT TO INTEREST AND LINE OF CREDIT FEE PAYMENT DATE. Section
8.1 of the Financing Agreement is hereby amended to replace the words "last day
of each month" in the second line thereof and in subpart (ii) thereof with the
words "first day of each month for the preceding month", and Section 8.5 of the
Financing Agreement is hereby amended to replace the words "On the last day of
each month" in the first line thereof with the words "On the first day of each
month for the preceding month".

     1.11. AMENDMENT TO LIBOR AND APPLICATION PROVISIONS. Section 8.9 of the
Financing Agreement shall be amended to add the words "On or after the LIBOR
Trigger Date," to the beginning of subsection (a) thereto, and to add the words
"but subject to the terms of the Post-Petition Credit Agreement with respect to
the SF Companies" to the first sentence of subsection (b) thereto between the
words "contrary," and "so".

     1.12. AMENDMENT TO EVENTS OF DEFAULT. Section 10.1 of the Financing
Agreement is hereby amended and restated in its entirety as follows:

          10.1 Notwithstanding any other provision of this Financing Agreement
     to the contrary, the Required Lenders (acting through the Agent) may
     terminate this Financing Agreement immediately upon the occurrence of any
     of the following events (herein "EVENTS OF DEFAULT"):

          (a) cessation of the business of Archibald, Canadian Subsidiary or
     Parent;

          (b) the failure of Archibald, Canadian Subsidiary or Parent to
     generally meet its debts as those debts mature;

          (c) (i) the commencement by any Continuing Credit Party of any
     bankruptcy, insolvency, arrangement, reorganization, receivership or
     similar proceedings under any federal or state law; (ii) the commencement
     against any Continuing Credit Party of any bankruptcy, insolvency,
     arrangement, reorganization, receivership or similar proceeding under any
     federal or state law by creditors of such Continuing Credit Party but only
     if such proceeding is not contested by such Continuing Credit Party within
     ten days and not dismissed and vacated within 30 days of commencement, or
     any of the actions or relief sought in any such proceeding shall occur or
     be authorized by any Continuing Credit Party;

          (d) breach by Archibald of any warranty, representation or covenant
     contained herein (other than those referred to in Section 10.1(e) below),
     provided that such breach of any of the warranties, representations or
     covenants referred in this Section 10.1(d) shall

                                       25
<Page>

     not be deemed to be an Event of Default unless and until such breach shall
     remain unremedied to the satisfaction of the Agent and the Required Lenders
     for a period of 15 days from the date of such breach;

          (e) breach by Archibald of any warranty or representation or covenant
     contained in Sections 3.3, 3.4, 3.5, 3.6 and 3.13, Section 4, Sections 6.3,
     6.4 and 6.9 and Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, 7.9, 7.10,
     7.11, 7.12, 7.13, 7.14, 7.15, 7.17, 7.18, 7.20, 7.22 or 7.23 of this
     Financing Agreement;

          (f) failure of Archibald to pay (i) the principal of any Revolving
     Loan when due and payable, (ii) the interest on any Revolving Loan or any
     fee or other Obligations hereunder when due and payable or within three
     Business Days thereof, provided that nothing contained herein shall
     prohibit the Agent from charging such amounts to the Revolving Loan Account
     on the due date thereof;

          (g) Archibald shall (i) engage in any "prohibited transaction" as
     defined in ERISA, (ii) incur any "accumulated funding deficiency" as
     defined in ERISA, (iii) incur any Reportable Event as defined in ERISA,
     (iv) terminate any Plan, as defined in ERISA or (v) engage in any
     proceeding in which the Pension Benefit Guaranty Corporation shall seek
     appointment, or is appointed, as trustee or administrator of any Plan, as
     defined in ERISA; and with respect to this Section 10.1(g) such event or
     condition (x) remains uncured for a period of 30 days from date of
     occurrence and (y) could, in the reasonable opinion of the Agent, subject
     Archibald to any tax, penalty or other liability having a Material Adverse
     Effect;

          (h) an event of default or a breach or failure to comply with the
     provisions of any of the other Loan Documents, the Post-Petition Credit
     Agreement or the Indenture (after giving effect to any applicable grace or
     cure period) shall occur under any of the other Loan Documents, the
     Post-Petition Credit Agreement or the Indenture other than an Event of
     Default described in (i) Section 10.1(n)(ii) through (vi) of the
     Post-Petition Credit Agreement arising solely as a result of any party
     (other than the Credit Parties) filing an application for an order with
     respect to any of the Cases seeking relief in an aggregate amount of less
     than $50,000, (ii) Section 10.1(s) of the Post-Petition Credit Agreement
     arising solely as a result of any party (other than the Credit Parties)
     filing an application for an order with respect to any of the Cases seeking
     a Super-Priority Claim, as defined in the Post-Petition Credit Agreement,
     in an aggregate amount of less than $50,000, and (iii) Section 10.1(x) of
     the Post-Petition Credit Agreement arising solely as a result of the
     commencement of an Avoidance Action, as defined in the Post-Petition Credit
     Agreement, in an aggregate amount of less than $50,000;

          (i) the occurrence of any default or event of default (after giving
     effect to any applicable grace or cure period) under any Material
     Indebtedness Agreement;

          (j) a Change in Control shall have occurred;

                                       26
<Page>

          (k) any Guarantor shall terminate its Guaranty or deny that it has any
     liability thereunder, or any Guaranty shall be declared null and void and
     of no further force and effect (other than any disposition of any claim
     arising under the Guaranties of any of the SF Companies or any claim
     against Sweet Factory as a co-borrower under this Financing Agreement in
     connection with the Cases);

          (l) any condition or event (other than the filing of the Cases) that
     Agent or the Required Lenders determine could reasonably be expected to
     have a Material Adverse Effect;

          (m) the Companies do not have Availability of at least $15,000,000 on
     January 1 of each year;

          (n) the SF Companies shall not have filed the Cases (in a manner and
     pursuant to pleadings, orders, and procedures satisfactory to the Agent and
     each Lender) on November 15, 2001;

          (o) the Interim Order shall not have been entered and the
     Post-Petition Credit Agreement shall not have become effective on or before
     November 19, 2001;

          (p) the Final Order shall not have been entered by the earlier of (i)
     the date of expiration of the Interim Order, or (ii) December 31, 2001; or

          (q) an order with respect to any of the Cases shall be entered by the
     Bankruptcy Court, or any party shall file an application for an order with
     respect to any of the Cases seeking relief revoking, reversing or staying,
     the Interim Order or the Final Order in a manner adverse to Post-Petition
     Lender in its sole discretion.

     1.13. AMENDMENT TO REMEDIES AFTER AN EVENT OF DEFAULT. Section 10 of the
Financing Agreement is hereby amended to add the following Section 10.4 thereto:

          10.4 Notwithstanding anything herein to the contrary, if an Event of
     Default shall have occurred and be continuing, and if the Agent shall have
     exercised its remedies hereunder to enforce its security interest in the
     Collateral of Archibald or any other Continuing Credit Party and apply the
     proceeds thereof to the Obligations and there shall have been any
     Collateral or any proceeds thereof remaining after application to the
     Obligations then outstanding ("Excess Collateral"), the Agent may, at its
     option, retain such Excess Collateral in trust for Post-Petition Lender as
     security for the guaranty of Archibald of the Post-Petition Obligations
     until the earlier of (a) such time as Post-Petition Lender shall apply such
     Excess Collateral to the payment of any Post-Petition Obligations then due
     or (b) all of the Post-Petition Obligations shall have been paid in full
     and the Post-Petition Credit Agreement shall have been terminated.

     1.14. AMENDMENT TO TERMINATION PROVISION. Section 11.1 of the Financing
Agreement is hereby amended by amending and restating the last sentence thereof
as follows:

                                       27
<Page>

          Upon payment in full of all Obligations and the Post-Petition
     Obligations and termination of this Financing Agreement and the
     Post-Petition Credit Agreement, the Agent and each Lender agrees promptly
     to release all liens and security interests granted to secure the
     Obligations and the Post-Petition Obligations, and to execute and deliver
     all lien releases and other instruments reasonably requested by the
     Companies to evidence such termination and lien release, all at Archibald's
     expense.

     1.15. AMENDMENT REGARDING FUTURE AMENDMENTS TO THE FINANCING AGREEMENT.
Section 12.2(c) of the Financing Agreement is hereby amended and restated as
follows:

          (c) subject to Section 14.10 hereof, may be amended only by a writing
     signed by Archibald and the Required Lenders;

     1.16. AMENDMENT REGARDING INDEMNIFICATION. Section 12 of the Financing
Agreement is hereby amended to add the following section 12.9 thereto:

          12.9 Each Company agrees to indemnify and hold harmless Agent and the
     Lenders and their respective directors, officers, employees, agents and
     affiliates (each an "INDEMNIFIED PARTY") from and against any and all
     expenses, losses, claims, damages and liabilities incurred by such
     Indemnified Party arising out of claims made by any Person in any way
     relating to the transactions contemplated hereby, but excluding therefrom
     all expenses, losses, claims, damages, and liabilities to the extent that
     they are determined by the final judgment of a court of competent
     jurisdiction to have resulted from the gross negligence or willful
     misconduct of such Indemnified Party. The obligations of the Companies
     under this Section shall survive the termination of this Agreement and/or
     the payment of the Revolving Loans.

     1.17. MINOR AMENDMENTS. The Financing Agreement is hereby further amended
as follows:

     (a) The reference to "Section 3.8" in the last sentence of Section 3.9
shall be deleted and replaced with the words "Section 3.10";

     (b) The reference to "Section 3.7" in the last sentence of Section 3.10
shall be deleted and replaced with the words "Section 3.9";

     (c) The reference to "Section 3.8" in the second to last sentence of
Section 4.1 shall be deleted and replaced with the words "Section 3.10";

     (d) The reference to "Section 3.8" in the last sentence of Section 4.2
shall be deleted and replaced with the words "Section 3.10";

     (e) The reference to "Section 8.3" in the last sentence of Section 5.2
shall be deleted and replaced with the words "Section 8.2";

                                       28
<Page>

     (f) The words "except as disclosed in the" shall be added to the beginning
of Section 7.7(c)(iv);

     (g) The references to "Company" in Sections 8.6, 8.7 and 8.8 shall be
deleted and replaced with the word "Archibald".

     (h) The reference to "Section 8.3" in Section 8.8 shall be deleted and
replaced with the words "Section 8.2";

     (i) The reference to "CIT" in Section 10.2 shall be deleted and replaced
with the words "the Agent";

     (j) The reference to "Line of Credit" in Section 13.9(i) shall be deleted
and replaced with the words "Revolving Line of Credit"; and

     (k) The reference to "Line of Credit" in Section 14.10(a)(i) shall be
deleted and replaced with the words "Revolving Line of Credit".

     SECTION 2. REPRESENTATIONS AND WARRANTIES.

     Archibald and, with respect to Section 2.1 hereof, Archibald and Sweet
Factory, represents and warrants as follows:

     2.1. AUTHORIZATION AND VALIDITY OF AMENDMENT. This Amendment has been duly
authorized by all necessary corporate action, has been duly executed and
delivered by its duly authorized officer, and constitutes the valid and binding
agreement of such Company, enforceable against such Company in accordance with
its terms except as enforcement thereof may be subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and general principles of equity
(regardless of whether such enforcement is sought in a proceeding in equity or
at law or otherwise).

     2.2. REPRESENTATIONS AND WARRANTIES. After giving effect to this Amendment,
the representations and warranties of the Continuing Credit Parties contained in
the Financing Agreement or in the other Loan Documents are true and correct in
all material respects 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 an earlier specified date, in which case such
representations and warranties are hereby reaffirmed as true and correct in all
material respects as of the date when made.

     2.3. NO EVENT OF DEFAULT. After giving effect to this Amendment, no Default
or Event of Default will exist.

     2.4. NO CLAIMS. There is no claim or offset against, or defense or
counterclaim to, any of its or any Subsidiary's obligations or liabilities under
the Financing Agreement or any other Loan Document.

                                       29
<Page>

     SECTION 3. RATIFICATIONS.

     Except as expressly modified and superseded by this Amendment, the terms
and provisions of the Financing Agreement (including without limitation the
Overadvance Agreement and First Amendment to Financing Agreement dated October
3, 2001) are ratified and confirmed and shall continue in full force and effect.

     SECTION 4. CONDITIONS TO EFFECTIVENESS.

     The waiver and amendments set forth in Section 1 of this Amendment shall
become effective upon the satisfaction of the following conditions precedent
(except with respect to subsections (c) and (d) hereof):

     (a) after giving effect to the terms of this Amendment, other than the SF
Bankruptcy Defaults, no other default or event of default shall exist under the
Financing Agreement, any other Loan Document or the Indenture;

     (b) the Companies shall have caused each Guarantor to execute and deliver
to the Agent the Guarantor Acknowledgment and Agreement, in the form of EXHIBIT
A attached hereto;

     (c) on or before November 30, 2001, Archibald shall have delivered to the
Agent amendments, in form and substance satisfactory to the Agent, to each
Mortgage, extending the mortgage lien created therein to the Post-Petition
Obligations;

     (d) on or before November 30, 2001, Archibald shall have delivered to the
Agent a "date down" to each title policy issued in connection with each of the
Mortgages and an endorsement to such title policies to extend coverage provided
therein to Post-Petition Lender in connection with the Post-Petition Credit
Agreement;

     (e) Archibald shall have established to the satisfaction of the Agent cash
management arrangements for Archibald and Canadian Subsidiary, which cash
management arrangements shall be satisfactory to the Agent, and, in furtherance,
and not in limitation, of the foregoing, Archibald shall have delivered to the
Agent (or, with respect to subpart (C) hereof, shall use commercially reasonable
efforts to obtain) the following:

          (A) such lockbox agreements, in form and substance satisfactory to the
     Agent, as required by the Agent, executed by Archibald and Canadian
     Subsidiary, as applicable,

          (B) a blocked account agreement, in form and substance satisfactory to
     the Agent, with respect to each operating bank account of Archibald and
     Canadian Subsidairy, executed by Archibald and Canadian Subsidiary, as
     applicable, and such bank, and

          (C) a Credit Card Agreement, in form and substance satisfactory to the
     Agent, with respect to each credit card processor arrangement that exists
     between Archibald and

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<Page>

     Canadian Subsidiary, as applicable, and a credit card processor, executed
     by Archibald and Canadian Subsidiary, as applicable, and such credit card
     processor;

     (f) the Companies shall have delivered to the Agent an officer's
certificate certifying the names of the officers of each Company and each
Guarantor authorized to sign this Amendment and the Guarantor Acknowledgment and
Agreement, as applicable, together with the true signatures of such officers and
certified copies of the resolutions of the board of directors or executive
committee of such Company or such Guarantor, evidencing approval of the
execution and delivery of this Amendment and the Guarantor Acknowledgment and
Agreement, as applicable;

     (g) the Companies shall have delivered to the Agent such opinions of
counsel for the Companies and the Guarantors, in form and substance satisfactory
to the Agent and as the Agent may deem necessary or appropriate;

     (h) Archibald shall have paid all reasonable legal fees and expenses of the
Agent in connection with this Amendment and the documents executed in connection
herewith; and

     (i) the Companies shall have provided such other items and shall have
satisfied such other conditions as may be reasonably required by the Agent and
the Lenders.

     SECTION 5. MISCELLANEOUS.

     5.1. 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 Agent or any Lender or any
subsequent Revolving Loan or other extension of credit under the Financing
Agreement shall affect the representations and warranties or the right of the
Agent or any Lender to rely upon them.

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

     5.3. 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.

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

     5.5. ENTIRE AGREEMENT. This Amendment is specifically limited to the
matters expressly set forth herein. This Amendment and all other instruments,
agreements and

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<Page>

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 Financing Agreement. Except as set forth herein, the Financing Agreement
shall remain in full force and effect and be unaffected hereby.

     5.6. COUNTERPARTS. This Amendment may be executed by the parties hereto
separately in one or more counterparts and by facsimile signature, 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.

     5.7. WAIVER OF CLAIMS. Archibald, by signing below, hereby waives and
releases the Agent 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 Archibald 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.

     5.8. APPLICABLE LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS.

                  [Remainder of page intentionally left blank.]

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     5.9. JURY TRIAL WAIVER. THE COMPANIES, THE AGENT AND THE LENDERS EACH
HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING
OUT OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREUNDER. THE
COMPANIES HEREBY IRREVOCABLY WAIVE PERSONAL SERVICE OF PROCESS AND CONSENT TO
SERVICE OF PROCESS BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED. IN
NO EVENT WILL THE AGENT OR THE LENDERS BE LIABLE FOR LOST PROFITS OR OTHER
SPECIAL OR CONSEQUENTIAL DAMAGES.

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

                                              ARCHIBALD CANDY
                                              CORPORATION

                                              By: /s/ Ted A. Shepherd
                                                 -------------------------------
                                              Name: Ted A. Shepherd
                                                    ----------------------------
                                              Title: President
                                                     ---------------------------

                                              SWEET FACTORY, INC.

                                              By: /s/ Ted A. Shepherd
                                                 -------------------------------
                                              Name: Ted A. Shepherd
                                                    ----------------------------
                                              Title: President
                                                     --------------------------

                                              THE CIT GROUP/BUSINESS
                                              CREDIT, INC., as the Agent and as
                                              a Lender

                                              By: /s/ Tom Karlov
                                                 -------------------------------
                                              Name: Tom Karlov
                                                    ----------------------------
                                              Title: Vice President
                                                     ---------------------------

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