FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT

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FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED

SENIOR REVOLVING CREDIT AGREEMENT

This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR REVOLVING

CREDIT AGREEMENT (the "Amendment") is made as of the 28th day of January, 2005,

by and among ENESCO GROUP, INC., an Illinois corporation (the "Borrower"), the

Borrowing Subsidiaries that may from time to time become a party to the Second

Amended and Restated Senior Revolving Credit Agreement, the Lenders, and FLEET

NATIONAL BANK, a national banking association, as Agent.

RECITALS

The Borrower, the Borrowing Subsidiaries, the Lenders and the Agent are

parties to a certain Second Amended and Restated Senior Revolving Credit

Agreement dated as of June 16, 2003, as amended by a First Amendment dated as of

March 5, 2004; a Second Amendment dated as of August 10, 2004; a Third Amendment

dated as of November 2, 2004; and a Fourth Amendment dated as of November 22,

2004 (as the same may be further amended or restated from time to time,

collectively, the "Credit Agreement"), pursuant to which the Lenders have,

subject to the terms and conditions set forth therein, made certain credit

facilities available to the Borrower and the Borrowing Subsidiaries including

those evidenced by the Notes executed and delivered pursuant to the Credit

Agreement. The parties hereto have agreed to further modify the Credit Agreement

as set forth herein. All capitalized terms used herein and not otherwise defined

herein shall have their meanings as defined in the Credit Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Upon satisfaction in full, on or prior to January 28, 2005, of

the conditions precedent set forth in Section 2 below, the Credit Agreement is

amended as follows:

(a) The definition of "Borrowing Capacity" which appears in

ARTICLE I is deleted in its entirety and replaced with the following:

"Borrowing Capacity" means the lesser of:

(x) the Maximum Borrowing Amount, and

(y) the sum of (i) eighty percent (80%) of

Consolidated Accounts Receivable of the Borrower which are not

Ineligible Accounts, and (ii) sixty-five percent (65%) of the

Eligible Inventory of the Borrower.

(b) The definition of "Commitment" which appears in ARTICLE I is

deleted in its entirety and replaced with the following:

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"Commitment" means the obligations of each Lender,

subject to Borrowing Capacity, to make Advances not

exceeding the aggregate principal amount (or, with respect

to Letters of Credit and Bankers Acceptances, face amount)

outstanding at any time as set forth opposite its signature

on the Fifth Amendment hereto (i.e. $24,375,000 Commitment

and $6,000,000 L/C and B/A Facility for Fleet National Bank

and $14,625,000 Commitment for LaSalle Bank National

Association), or as set forth in any Notice of Assignment

relating to any assignment that has become effective

pursuant to Section 12.3.2, as such amount may be modified

from time to time pursuant to the terms hereof, provided

that, from the Fifth Amendment Date through March 31, 2005,

the amounts of such Commitments shall (except as set forth

in any Notice of Assignment relating to any assignment that

has become effective pursuant to Section 12.3.2) be the

following:

Between Fifth Amendment Date and February 28, 2005:

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<S> <C>

Fleet National Bank LaSalle Bank National Association

$24,375,000 Loans $14,625,000 Loans

$ 6,000,000 L/C and B/A Facility $0 L/C and B/A Facility

</TABLE>

Between March 1, 2005 and March 31, 2005:

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<S> <C>

Fleet National Bank LaSalle Bank National Association

$31,250,000 Loans $18,750,000 Loans

$ 6,000,000 L/C and B/A Facility $0 L/C and B/A Facility

</TABLE>

(c) The following definition for the term "Eligible Inventory" is

added in alphabetical order to ARTICLE I:

"Eligible Inventory" means Inventory consisting of finished goods (and

not raw material or work in process) which were recorded on the books of the

Borrower or a Borrowing Subsidiary in the ordinary course of the business

operations of the Borrower or such Borrowing Subsidiary, which Inventory

satisfies each of the following requirements:

(i) it is in good and merchantable condition;

(ii) it meets all standards imposed by any government agency

having regulatory authority over such goods and/or their use,

manufacture and/or sale;

(iii) it has been physically received in the continental

United States by the Borrower or the applicable Borrowing Subsidiary,

is not in transit, and is

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located at (A) a facility owned by the Borrower or such Borrowing

Subsidiary not subject to any Lien, (B) a facility leased by a Borrower

as to which the landlord of such facility shall have executed a

landlord waiver in form acceptable to the Agent, provided that this

clause (B) shall not take effect until ten days after the Fifth

Amendment Date, (C) a warehouse facility as to which the warehouseman

of such warehouse facility shall have executed a warehouseman's waiver

in form acceptable to the Agent, (D) a facility owned by a Borrower or

such Borrowing Subsidiary which is subject to a mortgage as to which

the mortgagee of such facility shall have executed a mortgagee consent

in form acceptable to the Agent, it being understood, however, that the

Agent anticipates, without limiting the generality of the Agent's

discretion with respect to the maintenance of additional reserves

against the Eligible Inventory for the purpose of determining the

Borrowing Capacity, that such reserves may include an amount equal to

the amount of rent, mortgage payments, fees and equivalent amounts that

are payable by the Borrower and applicable Borrowing Subsidiary for a

period of 90 days with respect to any location for which the landlord,

warehouseman or mortgagee with respect thereto has not waived or

subordinated any rights it may have in the Inventory to the rights of

the Agent or as to which, as a condition of such waiver or

subordination, the Agent may be required to pay any such amounts as a

condition of using such facility or removing the Inventory from such

facility; provided that (x) such reserve of up to 90 days of rent,

mortgage payments, fees and equivalent amounts (1) shall not apply with

respect to the facilities located in West Chicago, Illinois and Irvine,

California, and (2) shall not apply to the facility in Elk Grove,

Illinois to the extent that the Borrower has prepaid the rent (it being

understood that a security deposit does not for this purpose constitute

a prepayment of rent) for such facility (e.g. if rent has been prepaid

for 60 days, then the foregoing clause would require a reserve of 30

days rent), and (y) up to $2,000,000 of Inventory in transit which is

fully insured by insurance as to which the Agent is the loss payee

pursuant to an endorsement acceptable to the Agent shall not be

excluded from being Eligible Inventory solely due to the fact that such

Inventory is in transit;

(iv) it is currently held for sale and currently salable

in the normal course of the business operations of the Borrower or

applicable Borrowing Subsidiary;

(v) it does not constitute returned (unless suitable for

resale), excess, obsolete, unsalable, shopworn, seconds, used, damaged

or unfit Inventory, provided that, without limiting the generality of

the Agent's discretion as to the determination of what constitutes

Eligible Inventory, it is understood that (a) not more than 70% of

Inventory in excess of sales of Inventory by the Borrower during the

twelve months immediately preceding any date of determination may be

Eligible Inventory, (b) not more than 70% of Inventory in excess of

sales of Inventory by the Borrower during the twenty-four months

immediately preceding any date of determination may be Eligible

Inventory to the extent that such twenty-four month period began on or

after October 1, 2003, and (c) not more than 50% of Inventory in excess

of sales of Inventory by the Borrower during the

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twenty-four months immediately preceding any date of determination may

be Eligible Inventory to the extent that such twenty-four month period

began before October 1, 2003;

(vi) it does not constitute (1) Inventory which, pursuant to

the terms of a license agreement, is no longer permitted to be sold by

the Borrower (whether due to the termination of such license agreement

or otherwise), or (2) Inventory which constitutes excess Collectors

Club Inventory, and it has not otherwise been determined by the Agent

in its sole discretion to constitute slow-moving inventory,

(vii) it is not subject to a sale to an account debtor on a

bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval,

consignment or any other repurchase or return basis;

(viii) it is not subject to any Lien of any kind except for

the Lien of the Agent securing the Obligations;

(ix) it is Inventory on which the Agent holds a first lien

perfected security interest (and as to which any amendment of a

Security Agreement and UCC financing statement that is necessary in

order for the Agent to hold a first lien perfected security interest

therein has been executed or filed, as applicable);

(x) it is not Inventory which has been produced or is being

sold pursuant to a license agreement, unless the license agreement is

in form and substance acceptable to the Agent and the licensor has

entered into an agreement with the Agent in form and substance

satisfactory to the Agent which provides, among other things, for the

Agent to have the right, if the Agent obtains possession of such

inventory, to sell the licensed inventory for a period of time, and on

terms and conditions, acceptable to the Agent, provided that (1) this

clause (x) shall not apply to Precious Moments Inventory which is

produced and sold pursuant to the Borrower's license agreement with

Precious Moments, Inc. and United Media; and (2) this clause (x) shall

not take effect as to any other Inventory until forty-five days after

the Fifth Amendment Date;

(xi) it has not been sold to the Borrower or any affiliate

of the Borrower;

provided however, that the Agent may in its reasonable discretion, (A) exclude

particular items of Inventory from the definition of Eligible Inventory and (B)

impose additional and/or more restrictive eligibility or valuation criteria than

those set forth above as preconditions for any item of Inventory to be deemed to

be Eligible Inventory hereunder.

(d) The definition of "Facility Termination Date" which appears in

ARTICLE I is deleted in its entirety and replaced with the following:

"Facility Termination Date" means March 31, 2005.

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(e) The following definition for the term "Fifth Amendment Date"

is added in alphabetical order to ARTICLE I:

"Fifth Amendment Date" means the date that the

Fifth Amendment to this Agreement takes effect.

(f) The definition of "Inventory" which appears in ARTICLE I is

deleted in its entirety and replaced with the following:

"Inventory" means and includes all present and future

inventory as defined in the Uniform Commercial Code as in

effect in the Commonwealth of Massachusetts. As used in the

Security Agreements (or otherwise in determining the assets in

which a Lien has been granted to the Agent), but not for the

purpose of determining the Borrowing Capacity hereunder, such

term shall include all such inventory that is now owned or

hereafter acquired, wherever located, including without

limitation (a) inventory located at or in the possession of

manufacturers or warehouses, (b) returned or repossessed

inventory, (c) inventory in transit, (d) all products of and

accessions to the foregoing, (e) all documents of title,

whether negotiable or non-negotiable, representing any of the

foregoing, and (f) all proceeds of the foregoing.

(g) The following definition for the term "Issuing Bank" is added in

alphabetical order to ARTICLE I:

"Issuing Bank" means a Lender that issues a Letter of

Credit or Bankers Acceptance hereunder .

(h) The following definition for the term "Maximum Borrowing Amount" is

added in alphabetical order to ARTICLE I:

"Maximum Borrowing Amount" means (a) between the

Fifth Amendment Date and February 28, 2005, $39,000,000 for

Loans (excluding Letters of Credit and Bankers Acceptances)

and $6,000,000 for Letters of Credit and Bankers Acceptances;

and (b) between March 1, 2005 and March 31, 2005, $50,000,000

for Loans (excluding Letters of Credit and Bankers

Acceptances) and $6,000,000 for Letters of Credit and Bankers

Acceptances.

(i) Section 2.1 is deleted in its entirety and replaced with the

following:

2.1 Commitment From and including the date of this

Agreement and prior to the Facility Termination Date, each

Lender agrees, on the terms and conditions set forth in this

Agreement, to make Loans to the Credit Parties from time to

time in an aggregate amount not to exceed at any one time

outstanding the amount of its Commitment for Loans, provided

that, (a) no Loan may be requested hereunder if, after

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giving effect to the making of such Loan, the