Exhibit 10.1


                              FIRST AMENDMENT TO
                         LOAN AND SECURITY AGREEMENT


     THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT ("First  Amendment")
 is  made  as  of  June 1, 2003  by  and among Home  Products International -
 North America, Inc, a Delaware corporation ("Borrower"), the lenders who are
 signatories hereto  ("Lenders"),  and  Fleet Capital  Corporation,  a  Rhode
 Island corporation ("FCC"),  as agent for  Lenders hereunder  (FCC, in  such
 capacity, being "Agent").

                              W I T N E S S T H:

     WHEREAS  Borrower,  Agent  and Lenders  entered  into  a  certain  Third
 Amended and Restated  Loan and Security  Agreement dated as  of October  31,
 2002 (said Loan  and Security Agreement  is hereinafter referred  to as  the
 Loan Agreement"); and

     WHEREAS, Borrower desires to amend and modify certain provisions of  the
 Loan Agreement  and, subject  to the  terms hereof,  Agent and  Lenders  are
 willing to agree to such amendments and modifications;

     NOW  THEREFORE, in consideration of  the premises, the mutual  covenants
 and agreements herein contained, and any extension of credit heretofore, now
 or hereafter made  by Agent  and Lenders  to Borrowers,  the parties  hereto
 hereby agree as follows:

     1.   Definitions. All capitalized  terms used herein without  definition
 shall have the meaning given to them in the Loan Agreement


     2.   Amended  Definition. The  definition of  the "Consolidated  EBITDA"
 contained in Exhibit  8.3 of the  Loan Agreement is  hereby deleted and  the
 following is inserted in its stead:

          "Consolidated EBITDA - for any period, Consolidated Net Income  for
     such  period plus without duplication and to  the extent reflected as  a
     charge  in  the statement  of  such  Consolidated Net  Income  for  such
     period,  the  sum of  (a)  income  tax expense,  (b)  interest  expense,
     amortization  or writeoff of debt discount  and debt issuance costs  and
     commissions, discounts and other fees and charges associated with  Money
     Borrowed  (including  the  Loans),  (c)  depreciation  and  amortization
     expense,  (d) amortization of  intangibles (including,  but not  limited
     to, goodwill) and organization costs, (e) any extraordinary, unusual  or
     non-recurring  expenses or losses (including,  whether or not  otherwise
     includable as a separate item in the statement of such Consolidated  Net
     Income  for such period, non-cash losses on  sales of assets outside  of
     the  ordinary  course  of business),  (f)  any  other  non-cash  charges
     (including, without limitation, the amount of any non-cash deduction  to
     Consolidated  Net  Income  as  a  result of  any  grant  to  members  of
     management of any capital stock of the Borrower), and (g) to the  extent
     not  included in  item (e)  above,  charges or  expenses incurred  as  a
     result  of plant or facility closures, and minus to the extent  included
     in  the statement of such Consolidated Net  Income for such period,  the
     sum  of (a) any extraordinary, unusual or non-recurring income or  gains
     (including,  whether or not otherwise includable  as a separate item  in
     the statement of such Consolidated Net Income for such period, gains  on
     the  sales of assets outside  of the ordinary  course of business),  and
     (b)  any other  non-cash income,  all as  determined on  a  consolidated
     basis."

     3.   Capital  Expenditures.   Section 8.2.8  of  the Loam  Agreement  is
 hereby deleted and the following is inserted in its stead;

          "8.2.8   Capital   Expenditures.      Make   Capital   Expenditures
     (including,  without limitation, by way of capitalized leases except  as
     otherwise  provided below) which, in the  aggregate, as to Borrower  and
     its  Subsidiaries, exceed Nine Million  Dollars ($9,000,000) during  any
     fiscal  year of Borrower.  Capital leases  entered into in fiscal  years
     2003  and 2004 in an aggregate amount not to exceed $5,500,000  incurred
     in  connection with the  renegotiaton or extension  of operating  leases
     shall  not be  included within capitalized  leases for  the purposes  of
     this Section 8.2.8."

     4.  Execution in Counterparts.  This First Amendment may be executed  in
 any number  of counterparts  and by  different  parties hereto  in  separate
 counterparts, each of  which shall be  deemed an original  but all of  which
 together shall constitute one and the same instrument.

     5.  Continuing Effect. Except as otherwise specifically set out  herein,
 the provisions of the Loan Agreement shall remain in full force and effect.

     IN  WITNESS WHEREOF, this First Amendment has  been duly executed as  of
 the day and year specified at the beginning hereof.


                             HOME PRODUCTS INTERNATIONAL -
                             HOME PRODUCTS, INC., ("Borrower")

                             By: /s/ James E. Winslow
                                 -----------------------------
                                 Name: James E. Winslow
                                       -----------------------
                                 Title: EVP & CFO
                                        ----------------------

                             FLEET CAPITAL CORPORATION,
                             ("Agent" and a "Lender")

                             By: /s/ Edward M. Bartkowski
                                 -----------------------------
                                 Name: Edward M. Bartkowski
                                       -----------------------
                                 Title: SVP
                                        ----------------------