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                                                                    EXHIBIT 10.2


                  SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT

     THIS SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT (the "Amendment"), made 
and entered into as of the 15th day of November, 1998, by and between 
WILLIAMS-SONOMA, INC., a California corporation ("Williams-Sonoma"), and 
HEWSON PROPERTIES, INC., a California corporation ("Hewson");

                                  WITNESSETH:

     WHEREAS, Williams-Sonoma and Hewson have made and entered into that 
certain Reimbursement Agreement dated August 17, 1998, as amended by that 
certain First Amendment to Reimbursement Agreement dated October 15, 1998 (as 
amended, the "Reimbursement Agreement"), regarding certain "Put" and "Call" 
rights between the parties with respect to the Phase 1 Site and the Phase 2 
Site (any defined term not specifically defined herein shall have the meaning 
ascribed to such term in the Reimbursement Agreement); and

     WHEREAS, Williams-Sonoma and Hewson now desire to amend the Reimbursement 
Agreement in the manner hereinafter set out;

     NOW, THEREFORE, for and in consideration of the premises, and other good 
and valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, it is agreed by the parties as follows:

     1.   All references in the Reimbursement Agreement to the date "November 
15, 1998" are hereby deleted and the date "December 15, 1998" is hereby 
substituted in lieu thereof.

     2.   The reference in Section 1 of the Reimbursement Agreement to nine 
percent (9%) per annum is hereby deleted and eight percent (8%) per annum is 
hereby substituted in lieu thereof.

     3.   The reference in Section 2 of the Reimbursement Agreement to December 
15, 1998 is hereby changed to January 15, 1999.

     4.   Except as amended hereby, the Reimbursement Agreement remains 
unchanged and in full force and effect.

     5.   This Amendment may be executed in any number of counterparts, each of 
which when so executed shall be deemed to be an original and all of which taken 
together shall constitute but one and the same instrument.

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     IN WITNESS WHEREOF, Williams-Sonoma and Hewson have executed this document 
by and through their respective, duly-authorized officers as of the date first 
above written.

                                              "WILLIAMS-SONOMA"

                                              WILLIAMS-SONOMA COMPANY, INC.

                                              By: /s/ HOWARD LESTER      
                                                 -------------------------
       
                                              Title: Chairman & CEO    
                                                    ----------------------

                                              "HEWSON"
                                              HEWSON PROPERTIES, INC.


                                              By: /s/ ROBERT MYERS        
                                                 -------------------------

                                              Title:  Robert Myers, VP/CFO
                                                    ----------------------
                               

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