Exhibit 10.3

                              THIRD AMENDMENT TO
                         LOAN AND SECURITY AGREEMENT
                         ---------------------------

      THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Third 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 and by that  certain Second Amendment  to
 Loan and Security Agreement dated July 31, 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.    Except  as  otherwise   provided  for  herein,   all
 capitalized terms  used herein  without definition  shall have  the  meaning
 given to them in the Loan Agreement.

      2. Amended and Additional Definitions.  The definition of "Fixed  Asset
 Component" contained in Appendix A to  the Loan Agreement is hereby  deleted
 and the following is inserted in its stead.  The definitions of  "Derivative
 Obligations," "Fixed Charge Coverage Ratio," "Product Obligations,"  "Reload
 Date," "Reload  Option" and  "Third Amendment  Effective Date,"  are  hereby
 inserted in Appendix A to the Loan Agreement.

                "Derivative Obligations - every obligation of a Person  under
           any forward contract, futures  contract, exchange contract,  swap,
           option or  other financing  agreement or  arrangement  (including,
           without limitation, caps, floors, collars and similar  agreement),
           the value  of which  is dependent  upon interest  rates,  currency
           exchange rates, commodities or other indices.

                                  *      *      *

                 Fixed Asset  Component  _  as of  any  date  Fifteen  Million
           Dollars ($15,000,000) reduced  by Three  Hundred Thousand  Dollars
           ($300,000) on each  November 1,  February 1,  May 1  and August  1
           occurring from the later of the Third Amendment Effective Date or,
           if a Reload Date has occurred, the most recent Reload Date.

                                  *      *      *

                Fixed Charge Coverage Ratio  - as defined  in Exhibit 8.3  to
           the Agreement (as such Exhibit is amended pursuant to the terms of
           the Third Amendment).

                                  *      *      *

                Product Obligations - every obligation of Borrower under  and
           in respect of any one or  more of the following types of  services
           or facilities extended to Borrower by  Bank, Agent, any Lender  or
           any Affiliate  of Bank  or Agent:    (i) credit cards,  (ii)  cash
           management or related  services including  the automatic  clearing
           house transfer of funds  for the account  of Borrower pursuant  to
           agreement  or   overdraft,   (iii)  cash   management,   including
           controlled disbursement services and (iv) Derivative Obligations.

                                  *      *      *

                Reload Date  -  The  date on  which  Borrower  exercises  its
           "Reload Option"  as  provided  for  in  Section  4  of  the  Third
           Amendment.

                                  *      *      *

                Reload Option  -  as  defined  in  Section  4  of  the  Third
           Amendment.

                                  *      *      *

                Third Amendment Effective Date - as  defined in Section 9  of
           the Third Amendment."

      3. Total Credit Facility and Loan and Reserves.   Section 1.1.1 of  the
 Agreement is hereby deleted and the following is inserted in its stead:

           1.1  Revolving Credit Loans.

                1.1.1     Loans and Reserves.   The aggregate  amount of  the
           Revolving Credit Loans to  be made by  each Lender (such  Lender's
           "Revolving Credit Loan Commitment"), pursuant to the terms hereof,
           shall be the amount set below such Lender's name on the  signature
           pages hereof.   The aggregate  principal amount  of the  Revolving
           Credit Loan Commitments  is Fifty  Million Dollars  ($50,000,000).
           The  percentage  equal  to  the  quotient  of  (x)  each  Lender's
           Revolving Credit Loan Commitment, divided by (y) the aggregate  of
           all Revolving Credit Loan Commitments, is that Lender's "Revolving
           Credit Percentage".  Subject to all of the terms and conditions of
           this Agreement, each Lender agrees, for  so long as no Default  or
           Event of  Default  exists,  to  make  Revolving  Credit  Loans  to
           Borrower from time to time, as requested by Borrower in the manner
           set forth in subsection  3.1.1 hereof, up  to a maximum  principal
           amount at any  time outstanding equal  to the product  of (A)  the
           Borrowing Base at such time minus  the LC Amount and reserves,  if
           any, multiplied by (B) such Lender's Revolving Credit  Percentage.
           Agent shall have the right to establish reserves in such  amounts,
           and with respect to such matters, as Agent shall deem necessary or
           appropriate, against the  amount of Revolving  Credit Loans  which
           Borrower  may  otherwise  request  under  this  subsection  1.1.1,
           including,  without  limitation,  with  respect  to:    (i)  price
           adjustments,  rebates,  damages,   unearned  discounts,   returned
           products or other matters for which credit memoranda are issued in
           the  ordinary  course  of  Borrower's  business;  (ii)  shrinkage,
           spoilage  and  obsolescence  of   Inventory;  (iii)  slow   moving
           Inventory; (iv)  other  sums chargeable  against  Borrower's  Loan
           Account as  Revolving  Credit  Loans under  any  section  of  this
           Agreement; (v)  amounts owing  by Borrower  to any  Person to  the
           extent secured  by a  Lien  on, or  trust  over, any  Property  of
           Borrower (other  than a  Permitted Lien);  (vi) amounts  owing  by
           Borrower in connection  with Product Obligations;  and (vii)  such
           other matters,  events, conditions  or contingencies  as to  which
           Agent, in its sole credit judgment, determines reserves should  be
           established from time to time hereunder.  In the event that  Agent
           establishes any such reserve, Agent shall notify Borrower of  such
           event and shall discuss with Borrower the facts and  circumstances
           giving rise to the establishment of any such reserve."

      4. Reload Option.  Once within each calendar year, Borrower shall  have
 the option (the "Reload Option") to increase the Fixed Asset Component  back
 to Fifteen Million Dollars  ($15,000,000) by delivering  to Agent a  written
 notice of  its election  to exercise  such option;  provided, however,  that
 Borrower shall  not  be  eligible  to  exercise  the  Reload  Option  unless
 (x) Borrower's Fixed  Charge  Coverage Ratio  for  the most  recently  ended
 twelve month  period equals  or exceeds  1.10  to 1;  and (y)  Borrower  has
 delivered to Agent a reappraisal of  Borrower's Equipment and real  Property
 evidencing that the  net orderly liquidation  value of Borrower's  Equipment
 equals or  exceeds Eight  Million Dollars  ($8,000,000)  and that  the  fair
 market value  of Borrower's  real Property  equals  or exceeds  Ten  Million
 Dollars ($10,000,000).  Said reappraisal must  be dated not earlier than  30
 days prior  to the  proposed Reload  Date,  must be  in form  and  substance
 reasonably acceptable to Agent  and must be conducted  by an appraisal  firm
 reasonably acceptable to Agent.

      5. KMart.   Borrower  acknowledges and  agrees  that  unless  otherwise
 consented to  by Agent  in  writing, the  maximum  amount of  Accounts  with
 respect to which KMart  or its Subsidiaries is  the Account Debtor  included
 within Eligible Accounts shall be Fifteen Million Dollars ($15,000,000).

      6. Exhibit 8.3.  Exhibit 8.3  to the Loan  Agreement is hereby  deleted
 and Exhibit 8.3 attached hereto is inserted in its stead.

      7. Consent Fee.  In  order to induce  Agent and Lenders  to consent  to
 increase the Fixed Asset Component to Fifteen Million Dollars  ($15,000,000)
 as of the Third  Amendment Effective Date, Borrower  shall pay to Agent  for
 the ratable benefit of Lenders a  consent fee of One Hundred Fifty  Thousand
 Dollars ($150,000), which consent fee shall be earned and due and payable on
 the date hereof.

      8. Execution in Counterparts.  This Third 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.

      9. Conditions Precedent.  This Third  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 One Hundred Fifty Thousand Dollar ($150,000) consent fee.

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

      10. Notices.  Section 12.8 of the Loan  Agreement is hereby amended  so
 that  the  notice  provision  for  Much  Shelist  Freed  Denenberg  Ament  &
 Rubenstein PC reads as follows:

          Much Shelist Freed Denenberg Ament & Rubenstein PC
          191 North Wacker Drive, Suite 1800
          Chicago, Illinois 60606
          Attention:  Jeffrey C. Rubenstein
          Facsimile No.:  312-21-2100


      11. 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 Third Amendment to Loan and Security Agreement)

      IN WITNESS WHEREOF, this Third 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

<PAGE>


                                 EXHIBIT 8.3

                             FINANCIAL COVENANTS

      DEFINITIONS

      Consolidated Net Income -  with respect to any  fiscal period, the  net
 income (or  loss)  of Borrower  determined  in  accordance with  GAAP  on  a
 Consolidated basis;  provided, however,  Consolidated Net  Income shall  not
 include:  (a) the income (or loss) of any Person (other than a subsidiary of
 Borrower) in which Borrower or any  of its wholly-owned subsidiaries has  an
 ownership interest unless received in a  cash distribution or requiring  the
 payment of cash; (b) the income (or loss) of any Person accrued prior to the
 date it became a  Subsidiary of Borrower or  is merged into or  consolidated
 with Borrower; (c) all amounts included in determining net income (or  loss)
 in respect of the write-up of assets on or after the Closing Date, including
 the subsequent amortization or  expensing of the  written-up portion of  the
 assets; (d)  extraordinary gains  as defined  under GAAP  and  extraordinary
 losses pursuant  to the  extinguishment  of debt,  net  of the  related  tax
 effects; and (e) gains (or losses) from asset dispositions (other than sales
 of inventory).

      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.

      Cash Interest Coverage Ratio - with  respect to any fiscal period,  the
 ratio of  (i) Consolidated  EBITDA for  such period  to (ii)  Cash  Interest
 Expense, all as determined in accordance with GAAP.

      Cash Interest Expense - with respect to any fiscal period, that portion
 of the  interest  expense incurred  for  such  period payable  in  cash,  as
 determined in accordance with GAAP.

      Fixed Charge Coverage Ratio - with respect to any period, the ratio  of
 (i) Consolidated EBITDA for such period  minus the sum of (a) any  provision
 for income taxes payable  in cash and included  in the determination of  net
 earnings for such period plus  (b) non-financed Capital Expenditures  during
 such period, to (ii) Fixed Charges for  such period, all as determined on  a
 Consolidated basis and in accordance with GAAP.

      Fixed Charges - with respect to any period, the sum of:  (i)  scheduled
 principal payments required  to be  made during  such period  in respect  to
 Indebtedness  for  Money  Borrowed  (including  the  principal  portion   of
 Capitalized Lease Obligations and scheduled principal payments on the Senior
 Subordinated Notes), plus (ii) Cash Interest  Expense for such period,  plus
 (iii)  Distributions  made  by  Borrower  within  such  period,  plus  (iii)
 $1,200,000, all  as  determined  for Borrower  and  its  Subsidiaries  on  a
 Consolidated basis and in accordance with GAAP.

      COVENANTS

      Gross Availability  -  Borrower  shall  maintain  at  all  times  Gross
 Availability of at least Five Million Dollars ($5,000,000); provided that if
 on January 31, 2004 Borrower, either directly or indirectly through  Parent,
 has repurchased, redeemed or otherwise retired less than Ten Million Dollars
 ($10,000,000) in principal of Senior Subordinated Notes, then Borrower shall
 maintain at all times after February 1, 2004 Gross Availability of at  least
 the lesser of (i)  Ten Million Dollars ($10,000,000)  and (ii) Five  Million
 Dollars  ($5,000,000)  plus  50%  of  the  excess  of  Ten  Million  Dollars
 ($10,000,000)  over  the  aggregate  amount  paid  in  connection  with  the
 repurchase, redemption or other retirement  of Senior Subordinated Notes  by
 Borrower (either directly or indirectly  through Parent) between the  Second
 Amendment Effective Date and January 31, 2004.

      Cash Interest  Coverage Ratio  - Borrower  shall  not permit  the  Cash
 Interest Coverage Ratio for any fiscal  period listed below to be less  than
 the ratio set forth opposite such fiscal period in the following schedule:


                Fiscal Period               Cash Interest Coverage Ratio
                -------------               ----------------------------
      October 1, 2001 to December 31, 2001              0.8 to 1

      October 1, 2001 to March 31, 2002                 0.9 to 1

      October 1, 2001 to June 30, 2002                  1.05 to 1

      October 1, 2001 to September 30, 2002             1.25 to 1
      and each four consecutive fiscal
      quarters ending on any December 31,
      March 31, June 30 or September 30
      thereafter