FIFTH AMENDMENT OF SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.2

FIFTH AMENDMENT
OF
SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT

     This Fifth Amendment, dated effective as of February 4, 2005, by and among CROWN CRAFTS, INC. (the “ Company ”), and BANC OF AMERICA STRATEGIC SOLUTIONS, INC. (assignee of Bank of America, N.A.), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA , and WACHOVIA BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, N.A.) (collectively, the “ Purchasers ”).

      WHEREAS , the parties hereto have executed and delivered that certain Subordinated Note and Warrant Purchase Agreement dated as of July 23, 2001, as amended by First Amendment of Subordinated Note and Warrant Purchase Agreement dated as of September 28, 2001, Second Amendment of Subordinated Note and Warrant Purchase Agreement dated as of February 10, 2003, Global Amendment Agreement dated as of April 29, 2003 and Fourth Amendment of Subordinated Note and Warrant Purchase Agreement dated as of August 1, 2003(as so amended, the “ Purchase Agreement ”);

      WHEREAS , the Company has requested a modification of, among other things, the financial covenants under the Purchase Agreement;

      WHEREAS , the Purchasers are willing to enter into this Amendment subject to the satisfaction of conditions and terms set forth herein;

      WHEREAS , capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement; and

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

     lA. Section 8.01(a) of the Purchase Agreement . Section 8.01(a) of the Purchase Agreement is amended by deleting it in its entirety and substituting the following therefor:

      (a) Minimum EBITDA . Consolidated EBITDA shall not be less than, at the end of each Fiscal Quarter, for such Fiscal Quarter and the 3 immediately preceding Fiscal Quarters, the amount set forth below corresponding to such Fiscal Quarter:

     lB. Section 8.01(b) of the Purchase Agreement . Section 8.01(b) of the Purchase Agreement is amended by deleting it in its entirety and substituting the following therefor:

      (b) Debt/EBITDA Ratio . The Debt/EBITDA Ratio will not exceed, at the end of each Fiscal Quarter set forth below, calculated as to Debt as of such Fiscal Quarter and calculated as to Consolidated EBITDA for such Fiscal Quarter and the 3 immediately preceding Fiscal Quarters, the ratio set forth below corresponding to such Fiscal Quarter :

     lC. Section 8.01(d) of the Purchase Agreement . Section 8.01(d) of the Purchase Agreement is amended by deleting it in its entirety and substituting the following therefor:

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      (d) EBITDA/Cash Interest Ratio. The EBITDA/Cash Interest Ratio will not be less than, at the end of each Fiscal Quarter set forth below, for such Fiscal Quarter and the 3 immediately preceding Fiscal Quarters, the amount set forth below corresponding to such Fiscal Quarter: