EXHIBIT 10.17

FIRST AMENDMENT TO STOCK REPURCHASE AGREEMENT

THIS FIRST AMENDMENT TO STOCK REPURCHASE AGREEMENT (the "Amendment") is
made as of July 10, 2002 by and among Kirkland's, Inc. (the "Company") and the
parties hereto.

WHEREAS, the Company and the parties hereto (or their predecessors in
interest) entered into that certain Stock Repurchase Agreement dated as of May
31, 2002 (the "Stock Repurchase Agreement"); and

WHEREAS, the Company and the parties hereto desire to amend the Stock
Repurchase Agreement to change the number of shares of capital stock of the
Company to be purchased by the Company from the parties hereto.

NOW THEREFORE, the Stock Repurchase Agreement is hereby amended as
follows:

1. Amendment of Section 1.

a. Section 1(b)(vii) is amended and restated in full to
read as follows:

"(vii) to purchase the shares of Class A Preferred
Stock indicated in the stock chart set forth
in Schedule 1 hereto."

b. Section 1(b)(viii) is amended and restated in full to
read as follows:

"(viii) except as otherwise provided in Section 1(d)
below, to purchase shares of Class D
Preferred Stock indicated in the stock chart
set forth in Schedule 1 hereto."

2. Amendment of Schedule 1. Schedule 1 to the Stock Repurchase
Agreement is hereby amended to read in its entirety as set forth on Schedule 1
to this Amendment.

3. Full Force and Effect. Except as specifically set provided
herein, the Stock Repurchase Agreement, as amended by this Amendment, as
previously executed shall remain in full force and effect.

4. Binding Nature. The parties agree that this Amendment will be
binding upon all parties which execute this Amendment, without regard to whether
all parties hereto execute this Amendment.

5. Counterparts. This Amendment may be executed in two or more
counterparts and by facsimile, each of which shall be binding as of the date
first written above, and all of which shall constitute one and the same
instrument. Each such copy shall be deemed an original, and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart.

IN WITNESS WHEREOF, this Amendment has been executed by the parties
hereto as of the day and year first written above.

KIRKLAND'S, INC.

By: /s/ Robert E. Alderson
-------------------------------------
Name: Robert E. Alderson
Title: President

SSM VENTURE PARTNERS, L.P.

By: SSM I, L.P., general partner
By: SSM Corporation, general partner

By: /s/ James D. Witherington, Jr.
-------------------------------------
Name: James D. Witherington, Jr.
Title: Partner

/s/ Joseph R. Hyde
----------------------------------------------
JOSEPH R. HYDE, III

/s/ Johnston C. Adams, Jr.
----------------------------------------------
JOHNSTON C. ADAMS, JR.

CT/KIRKLAND EQUITY PARTNERS, L.P.

By: /s/ John P. Oswald
-------------------------------------
Name: John P. Oswald
Title: Attorney-in-fact

-2-

R-H CAPITAL PARTNERS, L.P.

By: RH/Travelers, L.P., its general partner
By: RH Capital, Inc., its general partner

By: /s/ Kenneth T. Millar
---------------------------------------
Name: Kenneth Millar
Title: Executive Vice President

CAPITAL RESOURCE LENDERS II, L.P., by
CAPITAL RESOURCE PARTNERS II, L.P.,
its General Partner

By: /s/ Robert C. Ammerman
---------------------------------------
Name: Robert C. Ammerman
Title: General Partner

ALLIED CAPITAL CORPORATION

By: /s/ Gay S. Truscott
---------------------------------------
Name: Gay S. Truscott
Title: Senior Vice President

THE MARLBOROUGH CAPITAL
INVESTMENT FUND, L.P., by
MARLBOROUGH CAPITAL
MANAGEMENT, L.P., its general partner

By: /s/ Margaret L. Lanoix
---------------------------------------
Margaret Lanoix, its authorized partner

GLOBAL PRIVATE EQUITY II LIMITED
PARTNERSHIP

By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner

By: /s/ David M. Mussafer
---------------------------------------
Name: David M. Mussafer
Title: Managing Director

-3-

ADVENT DIRECT INVESTMENT
PROGRAM LIMITED PARTNERSHIP

By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner

By: /s/ David M. Mussafer
---------------------------------------
Name: David M. Mussafer
Title: Managing Director

ADVENT PARTNERS LIMITED PARTNERSHIP

By: Advent International Corporation,
General Partner

By: /s/ David M. Mussafer
---------------------------------------
Name: David M. Mussafer
Title: Managing Director

CRESCENT/MACH I PARTNERS, L.P., by
TCW ASSET MANAGEMENT COMPANY,
its investment manager

By: /s/ Richard Kurth
---------------------------------------
Name:
Title:

By: /s/ Jonathan R. Insull
---------------------------------------
Name:
Title:

-4-

SCHEDULE 1

STOCK CHART

Class A Class B Class C Class D
Preferred Preferred Preferred Preferred Common
Name Stock Stock Stock Stock Stock(1)
---- --------- --------- --------- --------- --------

Kirkland Holdings L.L.C -- -- -- -- --

SSM Venture Partners, L.P. 220,102 -- -- -- --

Joseph R. Hyde, III 103,835 -- -- -- --

Johnston C. Adams, Jr. 2,590 -- -- -- --

John H. Pontius -- -- -- -- --

CT/Kirkland Equity Partners, L.P. 390,992 -- -- 1,781 --

R-H Capital Partners, L.P. 146,472 -- -- 571 --

Capital Resource Lenders II, L.P. -- -- -- 1,146 --

Allied Capital Corporation -- -- -- 917 --

Crescent/Mach I Partners, L.P. 48,724 -- -- 190 --

The Marlborough Capital Investment
Fund, L.P. 19,550 -- -- -- --

Global Private Equity II Limited
Partnership 132,091 -- -- -- --

Advent Direct Investment Program
Limited Partnership 42,996 -- -- -- --

Advent Partners Limited Partnership 4,530 -- -- -- --

Robert Kirkland -- 347,745 246,250 1,353 --

The Robert E. Kirkland Annuity
Trust - 2002 -- -- -- -- 10,727(2)
pre-split

Robert Alderson -- 600 54,218 -- --

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

(1) Including common stock issuable upon the exercise of warrants pursuant to
irrevocable exercise notices previously delivered by the Redeemed Shareholders
to Kirkland's.

(2) The 10,727 shares of common stock for The Robert E. Kirkland Annuity Trust -
2002 is based upon the number of shares of common stock before the split of
Kirkland's common stock which will take place after the date hereof but before
the IPO Closing, and will be adjusted to give effect to the split of Kirkland's
common stock which will take place after the date hereof but before the IPO
Closing.