Exhibit 10.2

                             SECOND AMENDMENT TO
                         LOAN AND SECURITY AGREEMENT
                         ---------------------------

      THIS  SECOND  AMENDMENT  TO   LOAN  AND  SECURITY  AGREEMENT   ("Second
 Amendment") is made  as of  the 31st day  of July,  2003 by  and among  Home
 Products International-North America, Inc. ("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 E T H:

      WHEREAS, Borrower, Agent and  Lenders entered into  a certain Loan  and
 Security Agreement dated as of October  31, 2001 as amended by that  certain
 First Amendment to  Loan and Security  Agreement dated June  1, 2003 by  and
 among Borrower, Agent and Lenders (said  Loan and Security Agreement, as  so
 amended, 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. Term of Agreement.   Section  4.1 of  the Loan  Agreement is  hereby
 deleted and the following is inserted in its stead:

                 "4.1 Term of Agreement.   Subject  to Agent's  and  Lenders'
           right to  cease  making  Loans  to  Borrower  upon  or  after  the
           occurrence of  any Default  or Event  of Default,  this  Agreement
           shall be  in effect  through and  including  March 31,  2008  (the
           "Original Term")."

      3. Amendment Fee.  In order to induce  Agent and Lenders to enter  into
 this Second Amendment, Borrower shall pay  to Agent for the ratable  benefit
 of Lenders  an  amendment fee  of  Fifty Thousand  Dollars  ($50,000)  which
 amendment fee shall be fully earned,  non-refundable and due and payable  on
 the date hereof.

      4. Execution in Counterparts.  This Second 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. Conditions Precedent.  This Second Amendment shall become  effective
 on the satisfaction of each of the following conditions precedent:

           (a) Borrower, Agent and Lenders shall have executed and  delivered
 to each other this Third Amendment; and

           (b) Borrower shall have paid to Agent, for the ratable benefit  of
 Lenders, the Fifty Thousand Dollar ($50,000) amendment fee.

           The  date  on  which  all  of  the  conditions  precedent  to  the
 effectiveness of  this Second  Amendment have  been satisfied  or waived  is
 hereinafter referred to as the "Second Amendment Effective Date."

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

                             (Signature Page Follows)
<PAGE>

        (Signature Page to Second Amendment to Loan and Security Agreement)

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


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


                                   By: /s/ James E. Winslow
                                       ---------------------------
                                       Name: James E. Winslow
                                       Title: Executive V.P. & CFO


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


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

 CONSENTED AND AGREED TO
 this 31st day of July, 2003.

 HOME PRODUCTS INTERNATIONAL, INC.

 By: /s/ James E. Winslow
     ---------------------------
     Name: James E. Winslow
     Title: Executive V.P. & CFO