FOURTH AMENDMENT AGREEMENT

 EXHIBIT 10.17

                           FOURTH AMENDMENT AGREEMENT

This FOURTH AMENDMENT AGREEMENT ("Agreement" or "Fourth Amendment Agreement")
entered into at Boston, Massachusetts, as of April 17, 2001, between PAPER
WAREHOUSE, INC. and PAPER WAREHOUSE FRANCHISING, INC. (hereinafter,
collectively, the "Borrower"), each a Minnesota corporation with its principal
executive offices at 7630 Excelsior Boulevard, Minneapolis, Minnesota 55426, and
FLEET RETAIL FINANCE INC., f/k/a BankBoston Retail Finance Inc., with an address
of 40 Broad Street, Boston, MA 02109 (the "Lender").

WHEREAS, Lender established a revolving line of credit (the "Revolving Credit")
pursuant to a Loan and Security Agreement dated as of June 7, 1999 (as amended
and modified from time to time, the "Loan Agreement") for the Borrower under
which the Lender agreed to make advances to, and other financial accommodations
for the benefit of, the Borrower until the Maturity Date subject to the terms
and conditions of the Loan Agreement. All initially capitalized terms shall have
the definitions ascribed to them in the Loan Agreement, unless otherwise defined
herein.

WHEREAS, the Borrower has requested that the Lender consent to an amendment to
the financial covenants in the Loan Agreement.

WHEREAS, subject to the terms and conditions in this Agreement, the Lender is
willing to modify the terms of the Loan Agreement in order to accommodate the
Borrower's request.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Lender and the Borrower mutually agree as
follows:

        1. EFFECTIVE DATE: The "Effective Date" of this Agreement shall be the
           date upon which the Lender receives this Fourth Amendment Agreement
           in form and substance satisfactory to the Lender and executed and
           delivered by all parties required by the Lender.

        2. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended as
           follows:

           (a)  Effective as of February 2, 2001, Clause (a) (Fixed Charge
                Coverage Ratio) of Section 5.12.2 of the Loan Agreement is
                hereby deleted and replaced with the following: "(a) FIXED
                CHARGE COVERAGE RATIO. The Borrower shall not permit or suffer
                to exist the ratio of its Cash Flow to its Contractual
                Obligations, calculated on a cumulative basis for the period
                January 30, 2000 through February 2, 2001, to be less than
                0.55:1.00;"

           (b)  Effective as of April 10, 2001, Section 5.12.1 of the Loan
                Agreement is hereby deleted and replaced with the following:
                "5.12.1 MINIMUM EXCESS AVAILABILITY. The Borrower shall not
                permit Availability, less all then held checks (if any), less
                accounts payable which are beyond credit terms then accorded the
                Borrower, less overdrafts, and less any charges to the Loan
                Account, to be less than Six Hundred Thousand Dollars
                ($600,000.00)."

           (c)  Effective as of April 10, 2001, Section 5.12.2 of
                the Loan Agreement is hereby deleted and replaced
                with the following: "5.12.2.  Reserved."

        3. AMENDMENT FEE. Borrower agrees to pay to Lender a modification fee of
           $30,000.00, which fee shall be fully earned, payable, and
           nonrefundable upon Lender's signing of this Fourth Amendment
           Agreement. The Borrower authorizes the Lender to charge the Loan
           Account with the amount of such fee.

        4. ENFORCEABILITY, ETC. Except as otherwise expressly provided herein,
           the Loan Agreement and the other Loan Documents are, and shall
           continue to be, in full force and effect and are hereby ratified and
           confirmed in all respects, except that on and after the Effective
           Date hereof (i) all references in the Loan Agreement to "this
           Agreement", "hereto", "hereof", "hereunder", or words of like import
           referring to the Loan Agreement shall mean the Loan Agreement as
           amended by this Agreement and (ii) all references in the other Loan
           Documents to the "Loan Agreement", "thereto", "thereof", "thereunder"
           or words of like import referring to the Loan Agreement shall mean
           the Loan Agreement as amended by this Agreement. Except as expressly
           provided herein, the execution, delivery and effectiveness of this
           Agreement shall not operate as an amendment of any right, power or
           remedy of the Lender under the Loan Agreement or any other Loan
           Document, nor constitute an amendment of any provision of the Loan
           Agreement or any other Loan Documents.

        5. GENERAL PROVISIONS

           a) INTEGRATION; AMENDMENT; WAIVERS. This Agreement and Loan Documents
              set forth in full are terms of agreement between the parties and
              are intended as the full, complete and exclusive contract
              governing the relationship between the parties, superseding all
              other discussions, promises, representations, warranties,
              agreements and the understandings between the parties with respect
              thereto. No term of the Loan Documents may be modified or amended,
              nor may any rights thereunder be waived, except in a writing
              signed by the party against whom enforcement of the modification,
              amendment or waiver is sought. Any waiver of any condition in, or
              breach of, any of the foregoing in a particular instance shall not
              operate as a waiver of other or subsequent conditions or breaches
              of the same or a different kind. The Lender's exercise or failure
              to exercise any rights under any of the foregoing in a particular
              instance shall not operate as a waiver of its right to exercise
              the same or different rights in subsequent instances. Except as
              expressly provided to the contrary in this Agreement, or in
              another written agreement, all the terms, conditions, and
              provisions of the Loan Documents shall continue in full force
              and effect. If in this Agreement's description of an agreement
              between the parties, rights and remedies of Lender or obligations
              of the Borrower are described which also exist under the terms of
              the other Loan Documents, the fact that this Agreement may omit or
              contain a briefer description of any rights, remedies and
              obligations shall not be deemed to limit any of such rights,
              remedies and obligations contained in the other Loan Documents.

           b) PAYMENT OF EXPENSES. Without limiting the terms of the Loan
              Documents, the Borrower shall pay all costs and expenses
              (including reasonable attorneys' fees) arising under or in
              connection with the Loan Documents,

              including without limitation, in connection with the negotiation,
              preparation, execution, delivery, and enforcement of this
              Agreement and any and all consents, waivers or other documents or
              instruments relating thereto.

           c) NO THIRD PARTY BENEFICIARIES. Except as may be otherwise expressly
              provided for herein, this Agreement does not create, and shall not
              be construed as creating, any rights enforceable by any person not
              a party to this Agreement.

           d) SEPARABILITY. If any provision of this Agreement is held by a
              court of competent jurisdiction to be invalid, illegal or
              unenforceable, the remaining provisions of this Agreement shall
              nevertheless remain in full force and effect.

           e) COUNTERPARTS. This Agreement may be executed in any number of
              counterparts, which together shall constitute one and the same
              agreement.

           f) TIME OF ESSENCE. Time is of the essence in each of the Liabilities
              of the Borrower and with respect to all conditions to be satisfied
              by the Borrower.

           g) CONSTRUCTION; VOLUNTARY AGREEMENT; REPRESENTATION BY COUNSEL. This
              Agreement has been prepared through the joint efforts of all the
              parties. Neither its provisions nor any alleged ambiguity shall be
              interpreted or resolved against any party on the ground that such
              party's counsel was the draftsman of this Agreement. Each of the
              parties declares that such party has carefully read this Agreement
              and the agreements, documents and instruments being entered into
              in connection herewith and that such party knows the contents
              thereof and sign the same freely and voluntarily. The parties
              hereto acknowledge that they have been represented in negotiations
              for and preparation of this Agreement and the agreements,
              documents and instrument being entered into in connection herewith
              by legal counsel of their own choosing, and that each of them has
              read the same and had their contents fully explained by such
              counsel and is fully aware of their contents and legal effect.

           h) GOVERNING LAW; FORUM SELECTION. This Agreement has been entered
              into and shall be governed by the laws of the Commonwealth of
              Massachusetts.

           i) FURTHER ASSURANCES. The Borrower agrees to take all further
              actions and execute all further documents as the Lender may from
              time to time reasonably request to carry out the transactions
              contemplated by this Agreement.

           j) NOTICES. All notices, requests and demands to or upon the
              respective parties hereto shall be given in accordance with the
              Loan Agreement.

           k) MUTUAL WAIVER OF RIGHT TO JURY TRIAL. THE LENDER AND BORROWER
              EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
              PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO:
              (I) THIS AGREEMENT, OR ANY OF THE AGREEMENTS, INSTRUMENTS OR
              DOCUMENTS REFERRED TO HEREIN; OR (II) ANY OTHER PRESENT OR FUTURE
              INSTRUMENT OR AGREEMENT BETWEEN THEM; OR (III) ANY CONDUCT, ACTS
              OR OMISSIONS OF THE LENDER OR OF THE BORROWER OR ANY OF ITS
              DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER
              PERSONS AFFILIATED WITH THEM; IN EACH OF THE FOREGOING CASES,
              WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

           l) COPIES AND FACSIMILES. This Agreement and all documents which
              have been or may be hereinafter furnished by the Borrower to the
              Lender may be reproduced by the Lender by any photographic,
              photostatic, microfilm, xerographic or similar process, and any
              such reproduction shall be admissible in evidence as the original
              itself in any judicial or administrative proceeding (whether or
              not the original is in existence and whether or not such
              reproduction was made in the regular course of business).

   This Fourth Amendment Agreement is executed under seal as of the date first
written above.

Witness                             BORROWER:
                                    Paper Warehouse, Inc.

/s/ Cheryl W. Newell                By: /s/ Yale T. Dolginow
-------------------------------        -------------------------------------
CFO                                    Yale T. Dolginow, Chairman and Chief
                                       Executive Officer

Witness                             BORROWER:
                                    Paper Warehouse Franchising, Inc.

/s/ Cheryl W. Newell                By: /s/ Yale T. Dolginow
-------------------------------        -------------------------------------
CFO                                    Yale T. Dolginow, Chairman and Chief
                                       Executive Officer

Witness                             ACCEPTED:
                                    Fleet Retail Finance Inc.

/s/ Melissa O'Donnell               By: /s/ D M Murray
-------------------------------        ------------------------------------
                                    Name: DM Murray
                                    Title: Mg. Dir.

 

Basic Info X:

Name: FOURTH AMENDMENT AGREEMENT
Type: Fourth Amendment Agreement
Date: April 26, 2001
Company: PAPER WAREHOUSE INC
State: Minnesota

Other info: