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                                                                 Exhibit 10.4.2


                First Amendment to Securities Purchase Agreement


     This First Amendment to the Securities Purchase Agreement is made and
entered into as of the 1st day of October, 1998 by and among Weston Presidio
Capital II, L.P., a Delaware limited partnership, BancBoston Ventures, Inc., St.
Paul Fire & Marine Insurance Company and National City Capital Corporation (the
"Investors") and AAI.FOSTERGRANT, Inc. (fka Accessories Associates, Inc.) (the
"Company"), a Rhode Island corporation.

                                 R E C I T A L S

     On May 31, 1996 the Investors and the Company entered into a Securities
Purchase Agreement (the "Agreement") by which the Investors purchased 34,200
shares of the Company's Series A Convertible Redeemable Preferred Stock, 38,000
shares of the Company's Common Stock, $0.10 par value, and $2,000,000 of the
Company's Subordinated Notes. On July 21, 1998 the Company issued $75,000,000 in
principal face amount of its 10.75% Senior Notes. Pursuant to the Note Purchase
Agreement, the Company is obligated to cause such notes to be registered
pursuant to the Securities Act of 1933.

     The Company and the Investors believe that it is in the interest of the
Company and the Investors to amend certain provisions of the Agreement in order
to reflect the fact that the Company will be a public company and certain other
matters.

     NOW THEREFORE, in consideration of the promises and agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency whereof is hereby acknowledged, the Investors and the Company agree
as follows:

     1.   Effective upon the Company becoming a reporting company under the
          Exchange Act of 1934, Section 5.2.5 of the Agreement is deleted in its
          entirety.

     2.   Section 5.2.9 of the Agreement is deleted in its entirety.

     3.   Section 5.5 of the Agreement is hereby amended to read as follows:

          "MERGER, CONSOLIDATION & SALE OF ASSETS. Except with the approval of
          the Required Holders, neither the Company nor any of its Subsidiaries
          will become a party to, or authorize any merger, consolidation, sell,
          lease, sublease, or otherwise transfer or dispose of any assets or
          enter into, or authorize any such transaction, or any liquidation or
          dissolution, except the following:

          5.5.1 The Company and any of its Subsidiaries may sell or otherwise
          dispose of any assets in the ordinary course of business consistent
          with past practices.


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          5.5.2 Any wholly owned Subsidiary of the Company may be merged or be
          liquidated into the Company or with any other wholly owned Subsidiary
          of the Company so long as after giving effect to any such merger to
          which the Company is a party, the Company shall be the surviving or
          resulting person.

          5.5.3 Mergers constituting Investments permitted by Section 5.9.

          5.5.4 Assets having an aggregate fair market value of less than 25% of
          the total assets of the Company or its Subsidiaries as of the Balance
          Sheet Date on an aggregate basis since the date hereof."

     4.   Section 5.6.4 of the Agreement is hereby amended to read as follows:

          "5.6.4 Other indebtedness, not to exceed the amounts permitted under
          the Indenture with respect to the Company's 10.75% Senior Notes as in
          effect on July 21, 1998 without giving effect to any subsequent
          modification or amendment."

     5.   Section 5.7 of the Agreement is hereby amended by adding a Section
          5.7.5 as follows:

          "5.7.5 Guaranties permitted under the Indenture with respect to the
          Company's 10.75% Senior Notes as in effect on July 21, 1998 without
          giving effect to any subsequent modification or amendment."

     6.   Section 5.8 of the Agreement is hereby amended by adding a Section
          5.8.6 as follows:

          "5.8.6 Liens permitted under the Indenture with respect to the
          Company's 10.75% Senior Notes as in effect on July 21, 1998 without
          giving effect to any subsequent modification or amendment.

     7.   Section 5.9.2 of the Agreement is hereby amended to read as follows:

          "5.9.2 Investments of the Company to acquire Subsidiaries or make
          other acquisitions only with the approval of the Preferred Directors."

     8.   The fourth sentence of Section 5.13 of the Agreement is hereby amended
          to read as follows:

          "5.13 Except with the approval of the Compensation Committee, the
          Company and its Subsidiaries shall not enter into employment or
          management contracts."

     9.   The last sentence of Section 5.14 of the Agreement is hereby amended
          to read as follows:


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          "5.14 Except as approved by the Preferred Directors, the Company shall
          not, or shall not subject itself to any obligation to, repurchase or
          otherwise acquire or retire any shares of the capital stock of the
          Company or any securities convertible into or exchangeable for any of
          the capital stock of the Company."

     10.  Except as modified herein, the Agreement is hereby ratified,
          confirmed and approved.

     WITNESS WHEREOF, the parties have executed this First Amendment to the
Securities Purchase Agreement as of the date first above written.


                                        AAi.FOSTERGRANT, Inc.


                                        By:/s/ Duane M. DeSisto
                                           --------------------


                                        WESTON PRESIDIO CAPITAL II, L.P.
                                        By Weston Presidio Capital Management
                                        II, L.P.


                                        By:/s/ Michael F. Cronin
                                           ---------------------
                                           General Partner

                                        BANCBOSTON VENTURES, INC.


                                        By:/s/ Charles Grant
                                           -----------------


                                        ST. PAUL FIRE AND MARINE
                                        INSURANCE COMPANY


                                        By:/s/ Everett V. Cox
                                           ------------------


                                        NATIONAL CITY CAPITAL
                                        CORPORATION

                                        By:/s/ Carl E. Baldassarre
                                           -----------------------