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                                                                  Exhibit 10.1.5

                               FIFTH AMENDMENT TO
          SECOND AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT
              AND FIRST AMENDMENT TO NOTE PARTICIPATION AGREEMENTS
          ------------------------------------------------------------

         THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AND
SECURITY AGREEMENT AND FIRST AMENDMENT TO NOTE PARTICIPATION AGREEMENTS (this
"Agreement") is made as of the 27th day of March, 2001, by and among


     AAi.FOSTERGRANT, INC. (formerly known as Accessories Associates, Inc.), a
corporation organized and existing under the laws of the State of Rhode Island,
successor in interest to Foster Grant Group, L.P., F.G.G. Investments, Inc., The
Bonneau Company, Bonneau Holdings, Inc., Bonneau General, Inc., Foster Grant
Holdings, Inc., and O-Ray Holdings, Inc. (the "Borrower");


     FANTASMA, LLC, a limited liability company organized under the laws of the
State of Delaware ("Fantasma") (Fantasma together with the Borrower, the
"Obligors");


     WESTON PRESIDIO CAPITAL II, L.P., a limited partnership organized and
existing under the laws of the State of Delaware, BANCBOSTON VENTURES, INC., a
corporation organized and existing under the laws of the State of Delaware, ST.
PAUL VENTURE CAPITAL V, LLC, a limited liability company organized and existing
under the laws of the State of Delaware, NATIONAL CITY CAPITAL CORPORATION, a
corporation organized and existing under the laws of the State of Delaware,
MARLIN CAPITAL, L.P., a limited partnership organized and existing under the
laws of the State of Delaware (the "SNR Participants");


     BANK OF AMERICA, N.A., a national banking association ("Bank of America"),
formerly NationsBank, N.A., and each other financial institution which is party
to the Financing Agreement (as that term is defined below) from time to time
(collectively, the "Lenders" and individually, a "Lender"); and


     BANK OF AMERICA, N.A., a national banking association (the "Agent"),
formerly NationsBank, N.A., in its capacity as both collateral and
administrative agent for each of the Lenders.


                                    RECITALS
                                    --------

     A. The Borrower, the Guarantors, the Lenders and the Agent entered into a
Second Amended and Restated Financing and Security Agreement dated July 21, 1998
(as amended by that certain First Amendment to Second Amended and Restated
Financing and Security Agreement dated as of May 7, 1999, Second Amendment to
Second Amended and Restated Financing and Security Agreement dated as of March
24, 2000, Third Amendment to Second Amended and Restated Financing and Security
Agreement dated as of June 12, 2000 (the "Third Amendment"), Fourth Amendment to
Second Amended and Restated Financing and Security Agreement dated as of August
14, 2000 (the "Fourth Amendment") and as further amended, restated, modified,
substituted, extended, and renewed from time to time, the "Financing
Agreement"). The Financing Agreement provides for some of the agreements among
the



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Borrower, the Guarantors, the Lenders and the Agent with respect to the
"Loan" (as defined in the Financing Agreement), including the Revolving Credit
Facility (as that term is defined in the Financing Agreement) in an amount not
to exceed $60,000,000 and the Letter of Credit Facility which is part of the
Revolving Credit Facility.

     B. Under and subject to the provisions of the Financing Agreement, the SNR
Lender (as defined in the Financing Agreement) agreed to make a loan to the
Borrower (the "SNR Loan") in a principal amount of $7,097,875. Pursuant to SNR
Participation Agreements, the SNR Lender sold, assigned and conveyed to the SNR
Participants and the SNR Participants purchased, acquired and took from the SNR
Lender an undivided participating interest in the SNR Loan made by the SNR
Lender under the Financing Agreement.

     C. The Borrower has requested that the Agent and Lenders waive certain
financial covenant defaults, amend certain financial covenant provisions of the
Financing Agreement and amend certain other provisions of the Financing
Agreement.

     D. The Agent and Lenders are willing to agree to the Borrower's request on
the condition, among others, that this Agreement be executed.


                                   AGREEMENTS
                                   ----------


         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Borrower,
the Guarantors, the Lenders and Agent agree as follows:

     1. The Obligors, the Lenders and the Agent agree that the Recitals above
are a part of this Agreement. Unless otherwise expressly defined in this
Agreement, terms defined in the Financing Agreement shall have the same meaning
under this Agreement.

     2. Each of the Borrower and Fantasma represents and warrants to the Lenders
and Agent as follows:

         (a) The Borrower is a corporation duly organized, and validly existing
and in good standing under the laws of the state in which it was organized and
is duly qualified to do business as a foreign corporation in good standing in
every other state wherein the conduct of its business or the ownership of its
property requires such qualification.

         (b) Fantasma is a limited liability company duly organized, validly
existing and in good standing under the laws of the state in which it was
organized and is duly qualified to do business as a foreign limited partnership
in every other state wherein the conduct of its business or the ownership of its
property requires such qualification.

         (c) Each of the Borrower and Fantasma has the power and authority to
execute and deliver this Agreement and perform its obligations hereunder and has
taken all necessary and appropriate corporate, partnership or limited liability
company action, as applicable, to authorize the execution, delivery and
performance of this Agreement.


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         (d) The Financing Agreement, as amended by this Agreement, and each of
the other Financing Documents remains in full force and effect, and each
constitutes the valid and legally binding obligation of the Borrower and
Fantasma, enforceable in accordance with its terms.

         (e) All of the Borrower's and Fantasma's representations and warranties
contained in the Financing Agreement and the other Financing Documents are true
and correct on and as of the date of the Borrower's and Fantasma's execution of
this Agreement.

         (f) After giving effect to this Agreement, no Event of Default and no
event which, with notice, lapse of time or both would constitute an Event of
Default, has occurred and is continuing under the Financing Agreement or the
other Financing Documents which has not been waived in writing by the Lenders
and Agent.

     3. Section 1.1 of the Financing Agreement (Certain Defined Terms) is hereby
amended by deleting the definition of "Fixed Charges" in its entirety and
substituting the following:


               "FIXED CHARGES" MEANS FOR ANY PERIOD OF DETERMINATION THEREOF,
          THE SUM OF (a) SCHEDULED OR REQUIRED PAYMENTS (INCLUDING, WITHOUT
          LIMITATION, PRINCIPAL AND INTEREST) ON ALL INDEBTEDNESS FOR BORROWED
          MONEY OF THE BORROWER AND ITS SUBSIDIARIES, PLUS (b) CAPITAL
          EXPENDITURES MADE IN CASH (AND PERMITTED ACQUISITIONS TO THE EXTENT
          NOT INCLUDED IN CAPITAL EXPENDITURES) OF THE BORROWER AND ITS
          SUBSIDIARIES, (c) PLUS CASH PAYMENTS OF TAXES, PLUS (d) WITHOUT
          DUPLICATION, DIVIDENDS, DISTRIBUTIONS, AND REPURCHASES, REDEMPTIONS
          (EXCLUDING THE $1,000,000 PAYMENT MADE ON APRIL 3, 2000 IN CONNECTION
          WITH THE REDEMPTION OF THE PREFERRED SHARES RELATING TO THE
          ACQUISITION OF FOSTER GRANT) AND OTHER TRANSACTIONS REGARDING EQUITY
          PAID TO SHAREHOLDERS INCLUDING, WITHOUT LIMITATION, PERMITTED
          AFFILIATE DISTRIBUTIONS, OTHER THAN PERMITTED AFFILIATE DISTRIBUTIONS
          MADE BY ONE BORROWER TO ANOTHER BORROWER.

     4. Section 6.1.13 of the Financing Agreement (Financial Covenants) is
hereby deleted in its entirety and the following is substituted in its place:


               6.1.13 FINANCIAL COVENANTS.


               (a) FIXED CHARGE COVERAGE RATIO. THE BORROWER AND ITS
          SUBSIDIARIES ON A CONSOLIDATED BASIS WILL MAINTAIN, TESTED ON THE LAST
          BUSINESS DAY OF EACH OF THE BORROWER'S FISCAL QUARTERS BEGINNING ON
          THE LAST BUSINESS DAY OF THE FISCAL QUARTER ENDING CLOSEST TO MARCH
          31, 2001, FOR THE FOUR (4) QUARTER PERIOD ENDING ON SUCH DATE, A FIXED
          CHARGE COVERAGE RATIO OF NOT LESS THAN THE FOLLOWING:





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

       FISCAL QUARTER ENDING CLOSEST TO:                     RATIO
------------------------------------------------ ------------------------------
MARCH 31, 2001                                            .90 TO 1.0
------------------------------------------------ ------------------------------
JUNE 30, 2001                                             1.00 TO 1.0
------------------------------------------------ ------------------------------
SEPTEMBER 30, 2001                                        1.00 TO 1.0
------------------------------------------------ ------------------------------
DECEMBER 31, 2001                                         1.00 TO 1.0
------------------------------------------------ ------------------------------
MARCH 31, 2002 THROUGH AND                                1.05 TO 1.0
INCLUDING DECEMBER 31, 2002
------------------------------------------------ ------------------------------
MARCH 31, 2003 THROUGH AND                                1.10 TO 1.0
INCLUDING DECEMBER 31, 2003
AND THEREAFTER
------------------------------------------------ ------------------------------




               (b) LEVERAGE RATIO. THE BORROWER AND ITS SUBSIDIARIES ON A
          CONSOLIDATED BASIS WILL AT ALL TIMES MAINTAIN, TESTED AS OF THE LAST
          BUSINESS DAY OF EACH OF BORROWER'S FISCAL QUARTERS BEGINNING WITH THE
          FISCAL QUARTER ENDING CLOSEST TO MARCH 31, 2001, AS OF THE LAST DAY OF
          EACH OF THE BORROWER'S FISCAL QUARTERS FOR THE FOUR (4) QUARTER PERIOD
          ENDING ON SUCH DATE, A RATIO OF FUNDED DEBT TO EBITDA SO THAT IT IS
          NOT MORE THAN THE FOLLOWING:




------------------------------------------------- ------------------------------
       FISCAL QUARTER ENDING CLOSEST TO:                      RATIO
------------------------------------------------- ------------------------------
MARCH 31, 2001                                             5.20 TO 1.0
------------------------------------------------- ------------------------------
JUNE 30, 2001                                              4.50 TO 1.0
------------------------------------------------- ------------------------------
SEPTEMBER 30, 2001                                         4.50 TO 1.0
------------------------------------------------- ------------------------------
DECEMBER 31, 2001                                          4.20 TO 1.0
------------------------------------------------- ------------------------------
MARCH 31, 2002 AND THEREAFTER                              4.00 TO 1.0
------------------------------------------------- ------------------------------




               (c) EBITDA. THE BORROWER AND ITS SUBSIDIARIES ON A CONSOLIDATED
          BASIS WILL MAINTAIN, TESTED ON THE LAST BUSINESS DAY OF EACH OF THE
          BORROWER'S FISCAL QUARTERS BEGINNING ON THE LAST BUSINESS DAY OF THE
          FISCAL QUARTER ENDING CLOSEST TO MARCH 31, 2001 FOR THE FOUR



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          (4) QUARTER PERIOD ENDING ON SUCH DATE, EBITDA OF NOT LESS THAN THE
          FOLLOWING:




================================================================================
      FISCAL QUARTER ENDING CLOSEST TO:                     AMOUNT
--------------------------------------------------------------------------------
               MARCH 31, 2001                             $17,000,000
--------------------------------------------------------------------------------
                JUNE 30, 2001                             $19,500,000
--------------------------------------------------------------------------------
             SEPTEMBER 30, 2001                           $18,000,000
--------------------------------------------------------------------------------
              DECEMBER 31, 2001                           $18,600,000
--------------------------------------------------------------------------------
          MARCH 31, 2002 THROUGH AND                      $19,500,000
         INCLUDING DECEMBER 31, 2002
--------------------------------------------------------------------------------
        MARCH 31, 2003 AND THEREAFTER                     $20,500,000
================================================================================

     5. Section 6.2.7 of the Financing Agreement (Capital Expenditures) is
hereby deleted in its entirety and the following is substituted in its place:


               THE BORROWER AND FANTASMA WILL NOT, DIRECTLY OR INDIRECTLY (BY
          WAY OF THE ACQUISITION OF THE SECURITIES OF A PERSON OR OTHERWISE),
          MAKE ANY CAPITAL EXPENDITURES (EXCLUDING, HOWEVER, ANY BUYBACKS
          OTHERWISE INCLUDED AS A CAPITAL EXPENDITURE) IN THE AGGREGATE FOR THE
          BORROWER, FOSTER GRANT AND FANTASMA (TAKEN AS A WHOLE) FOR (i) FISCAL
          YEAR ENDING DECEMBER 31, 2001, EXCEEDING $8,500,000, EXCEPT THE
          PURCHASE AND SALE/LEASEBACK OF THE HEADQUARTER'S PROPERTY AND FOR (ii)
          FISCAL YEAR ENDING DECEMBER 31, 2002 AND FOR ANY FISCAL YEAR
          THEREAFTER, EXCEEDING $9,000,000, EXCEPT THE PURCHASE AND
          SALE/LEASEBACK OF THE HEADQUARTER'S PROPERTY.

     6. Section 8(a) of the Fourth Amendment is hereby amended to change the
reference to "After February 28, 2001 and before April 15, 2001" to "After
February 28, 2002 and before April 15, 2002."

     7. The SNR Participants, the SNR Lender and the Borrower agree that Section
2.3(a) of the SNR Participation Agreements (as that term is defined in the Loan
Agreement) is hereby amended to change the reference to "After February 28, 2001
and before April 15, 2001" to "After February 28, 2002 and before April 15,
2002." The SNR Participants, respectively, hereby issue, ratify and confirm the
representations, warranties and covenants contained in the respective SNR
Participation Agreements, as amended hereby, and agree that the respective SNR
Participation Agreements continue in full force and effect.



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     8. The Agent and the Lenders hereby acknowledge and permit the release of
the Lenders' lien on and security interest in certain collateral that is being
sold pursuant to Purchase Agreement by and between Fantasma, LLC, as seller, and
M.Z. Berger & Co., Inc. to be dated as of March 29, 2001 (the "Purchase
Agreement"). The Obligors hereby agree that the proceeds received under the
Purchase Agreement will be applied to the Revolving Credit Facility.

     9. The Obligors, as applicable, hereby issue, ratify and confirm the
representations, warranties and covenants contained in the Financing Agreement,
as amended hereby. The Obligors agree that this Agreement is not intended to and
shall not cause a novation with respect to any or all of the Obligations.

     10. On the condition that the Obligors shall have complied with the terms
and conditions of this Agreement, the Agent and Lenders hereby waive defaults
under the following provisions of the Financing Agreement which, prior to the
execution of this Agreement or for the period stated, existed under the
Obligations; provided, however that this Paragraph shall not be deemed to waive
any defaults under the following provisions after the date of this Agreement or
after the period stated, or any other defaults arising as a result of
non-compliance by the Borrower with the Financing Agreement, whether or not the
events, facts or circumstances giving rise to such non-compliance existed on or
prior to the date hereof:


       SECTION             DEFAULT
       -------             -------

       6.1.13(b)           Failure of Borrower to maintain the Leverage Ratio
                           required by Section 6.1.13(b) for Fiscal Year period
                           ending December 31, 2000


       6.1.13(c)           Failure of Borrower to maintain EBITDA as required by
                           Section 6.1.13(c) for Fiscal Year period ending
                           December 31, 2000

     11. The Obligors acknowledge and warrant that the Agent and Lenders have
acted in good faith and have conducted in a commercially reasonable manner their
relationships with the Obligors in connection with this Agreement and generally
in connection with the Financing Agreement and the Obligations, the Obligors
hereby waiving and releasing any claims to the contrary.

     12. The Obligors shall pay at the time this Agreement is executed and
delivered all fees, commissions, costs, charges, taxes and other expenses
incurred by the Agent and Lenders and their counsel in connection with this
Agreement, including, but not limited to, reasonable fees and expenses of the
Agent's counsel and all recording fees, taxes and charges.

     13. As a condition of the Agent's and the Lenders' agreement to enter into
this Agreement, the Obligors hereby agree to pay to the Agent and the Lenders an
amendment fee equal to $75,000, which fee shall be due and payable at the time
this Agreement is executed and is fully earned and non-refundable upon payment.

     14. This Agreement may be executed in any number of duplicate originals or
counterparts, each of such duplicate originals or counterparts shall be deemed
to be an original



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and taken together shall constitute but one and the same instrument. The parties
agree that their respective signatures may be delivered by facsimile. Any party
who chooses to deliver its signature by facsimile agrees to provide a
counterpart of this Agreement with its inked signature promptly to each other
party.


         IN WITNESS WHEREOF, the Obligors, the SNR Participants, the Lenders and
the Agent have executed this Agreement under seal as of the date and year first
written above on the pages that follow.


                  [SIGNATURES TO APPEAR ON THE FOLLOWING PAGES]


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                                 Signature Page

                               Fifth Amendment to
                           Second Amended and Restated
                        Financing and Security Agreement

                                      among

 AAi.FOSTERGRANT, INC. and certain of its affiliates, BANK OF AMERICA, N.A.(in
  its capacity as "Agent"), and BANK OF AMERICA, N.A. and the other financial
     institutions which are parties to the Financing Agreement as "Lenders"



                                       AAi.FOSTERGRANT, INC. (formerly known as
                                       Accessories, Associates, Inc.)



                                       By: /s/ Mark Kost                 (SEAL)
                                           ------------------------------------
                                           Mark Kost
                                           Chief Financial Officer


                                       FANTASMA, LLC



                                       By: /s/ Mark Kost                 (SEAL)
                                           ------------------------------------
                                           Mark Kost
                                           Chief Financial Officer


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                                 Signature Page

                 Fifth Amendment to Second Amended and Restated
                        Financing and Security Agreement

                                      among

   AAi.FOSTERGRANT, INC. and certain of its affiliates, BANK OF AMERICA, N.A.
(in its capacity as "Agent"), and BANK OF AMERICA, N.A. and the other financial
     institutions which are parties to the Financing Agreement as "Lenders"


                                              WESTON PRESIDIO CAPITAL II, L.P.


                                              By: /s/ Michael Cronin
                                                 -----------------------------
                                                 Name:
                                                 Title:


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                                 Signature Page

                 Fifth Amendment to Second Amended and Restated
                        Financing and Security Agreement

                                      among

   AAi.FOSTERGRANT, INC. and certain of its affiliates, BANK OF AMERICA, N.A.
(in its capacity as "Agent"), and BANK OF AMERICA, N.A. and the other financial
     institutions which are parties to the Financing Agreement as "Lenders"


                                               BANCBOSTON VENTURES, INC.


                                               By: /s/ Charles Grant
                                                  ------------------------------
                                                  Name:
                                                  Title:



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                                 Signature Page

                 Fifth Amendment to Second Amended and Restated
                        Financing and Security Agreement

                                      among

   AAi.FOSTERGRANT, INC. and certain of its affiliates, BANK OF AMERICA, N.A.
(in its capacity as "Agent"), and BANK OF AMERICA, N.A. and the other financial
     institutions which are parties to the Financing Agreement as "Lenders"


                                             ST. PAUL VENTURE CAPITAL V, LLC


                                             By: /s/ Everett Cox
                                                ----------------------------
                                                Name:
                                                Title:


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                                 Signature Page

                 Fifth Amendment to Second Amended and Restated
                        Financing and Security Agreement

                                      among

   AAi.FOSTERGRANT, INC. and certain of its affiliates, BANK OF AMERICA, N.A.
(in its capacity as "Agent"), and BANK OF AMERICA, N.A. and the other financial
     institutions which are parties to the Financing Agreement as "Lenders"


                                             NATIONAL CITY CAPITAL CORPORATION


                                             By: /s/ Tod McQuaig
                                                ------------------------------
                                                Name:
                                                Title:


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                                 Signature Page

                 Fifth Amendment to Second Amended and Restated
                        Financing and Security Agreement

                                      among

   AAi.FOSTERGRANT, INC. and certain of its affiliates, BANK OF AMERICA, N.A.
(in its capacity as "Agent"), and BANK OF AMERICA, N.A. and the other financial
     institutions which are parties to the Financing Agreement as "Lenders"


                                                 MARLIN CAPITAL, L.P.


                                                 By: /s/ Martin Franklin
                                                    ----------------------------
                                                    Name:
                                                    Title:



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                                 Signature Page

                 Fifth Amendment to Second Amended and Restated
                        Financing and Security Agreement

                                      among

   AAi.FOSTERGRANT, INC. and certain of its affiliates, BANK OF AMERICA, N.A.
(in its capacity as "Agent"), and BANK OF AMERICA, N.A. and the other financial
     institutions which are parties to the Financing Agreement as "Lenders"



                                             BANK OF AMERICA, N.A., Agent



                                             By: /s/ Gary W. Bartlett     (SEAL)
                                                --------------------------------
                                                Gary W. Bartlett
                                                Vice President


                                             BANK OF AMERICA, N.A.
                                             in its capacity as a Lender



                                             By: /s/ Gary W. Bartlett     (SEAL)
                                                --------------------------------
                                                Gary W. Bartlett
                                                Vice President




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                                 Signature Page

                 Fifth Amendment to Second Amended and Restated
                        Financing and Security Agreement

                                      among

   AAi.FOSTERGRANT, INC. and certain of its affiliates, BANK OF AMERICA, N.A.
(in its capacity as "Agent"), and BANK OF AMERICA, N.A. and the other financial
     institutions which are parties to the Financing Agreement as "Lenders"



                                            LASALLE BUSINESS CREDIT, INC.



                                            By: /s/ Thomas A. Buckelew    (SEAL)
                                                --------------------------------
                                                Thomas A. Buckelew
                                                Vice President



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                                 Signature Page

                 Fifth Amendment to Second Amended and Restated
                        Financing and Security Agreement

                                      among

   AAi.FOSTERGRANT, INC. and certain of its affiliates, BANK OF AMERICA, N.A.
(in its capacity as "Agent"), and BANK OF AMERICA, N.A. and the other financial
     institutions which are parties to the Financing Agreement as "Lenders"



                                               PNC BANK, NATIONAL ASSOCIATION



                                               By: /s/ Rose Crump         (SEAL)
                                                   -----------------------------
                                                   Rose Crump
                                                   Vice President



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