EXHIBIT 10.17

Amount:  $2,700,000.00                                   Date: January ___, 2001

                                                            Due: January 5, 2006




                             SECURED PROMISSORY NOTE



     FOR VALUE RECEIVED, the undersigned, CTI INDUSTRIES CORPORATION, a Delaware
corporation, promises to pay to the order of BANCO POPULAR NORTH AMERICA (the
"Bank") at its offices in Chicago, Illinois the principal sum of Two Million
Seven Hundred Thousand and No/100 Dollars ($2,700,000.00), upon the terms and
conditions set forth below together with interest on the principal balance
hereof from time to time unpaid at a rate per annum of nine and three-quarters
percent (9.75%). Interest shall be payable from the date of disbursement,
calculated on the basis of the actual number of days elapsed over a year of 360
days but shall not exceed the maximum rate of interest allowable under
applicable law for loans of this type. Principal due hereunder shall bear
interest after maturity, whether pursuant to acceleration, expiration of the
term of this Note or otherwise, at five percent (5%) per annum plus the
prematurity rate.

     Principal and interest due hereunder shall be payable in fifty-nine (59)
consecutive monthly installments on the fifth day of each month, commencing on
February 5, 2001 of $24,060.71 each, with a final installment due on January 5,
2006, of all sums


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remaining unpaid hereon. The undersigned shall pay to the Bank a late charge of
five percent (5%) of any installment not received by the Bank within fifteen
(15) days after the installment is due.

     At any time any deposit or other indebtedness credited by or due from the
holder hereof to the undersigned may be set off against or applied in whole or
partial payment of amounts owing hereunder or in whole or partial payment of any
other liability of the undersigned to the holder whether now existing or
hereafter arising, direct or indirect, absolute or contingent, or whether due or
to become due. Amounts owing hereunder are secured as set forth in that certain
Real Estate Mortgage and Assignment of Leases and Rents of even date herewith,
executed by the undersigned and delivered to the Bank, the terms and conditions
of which are incorporated by reference herein; and as additional security for
amounts owing hereunder the undersigned grants to the holder a continuing
security interest in all property of the undersigned now or hereafter in the
possession or control of the holder hereof.

     Upon nonpayment of the indebtedness evidenced by this Note or any
obligation or liability of the undersigned to the holder hereof in accordance
with its terms or upon the occurrence of an event of default as defined in the
aforesaid Real Estate Mortgage and Assignment of Leases and Rents or any
agreement given to secure this Note or any other Note or obligation of the
undersigned or the Trustee to the Bank, or if Bank shall in good


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faith deem itself to be insecure for any reason whatsoever then unless Bank
shall otherwise elect the full amount due hereunder shall be immediately due and
payable, without notice or demand.

     No delay on the part of the holder hereof in the exercise of any right or
remedy shall operate as a waiver thereof, no single or partial exercise by said
holder of any right or remedy shall preclude any other future exercise thereof
or the exercise of any other right or remedy and no waiver or indulgence by said
holder of any default shall be effective unless in writing and signed by the
holder hereof nor shall waiver by the holder hereof of any right on one occasion
be construed as or be a bar to or waiver of any such right on any future
occasion.

     The undersigned, each endorser hereof and any other party liable for the
indebtedness evidenced hereby severally waive demand, presentment, notice of
dishonor and consent to: any extension or postponement of the time for its
payment; release of any security interest securing this Note; or the addition of
any party hereto or the release or discharge of or suspension of any rights or
remedies against any person who may be liable for the payment of the
indebtedness evidenced hereby.

     The undersigned may prepay this Note on any scheduled installment date by
giving the Bank ten (10) days prior written notice and paying a premium (the
"Premium") equal to the following: five percent (5%) of the Note balance on the
date of prepayment if prepaid between December 15, 2000 and January 4, 2002;
four percent (4%) of the Note balance if prepaid between


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January 5, 2002 and January 4, 2003; three percent (3%) of the Note balance on
the date of prepayment if prepaid between January 5, 2003 and January 4, 2004;
two percent (2%) of the Note balance on the day of prepayment if prepaid between
January 5, 2004 and January 4, 2005; and one percent (1%) of the Note balance on
the date of prepayment if prepaid between January 5, 2005 and January 4, 2006.
The Premium shall not be due if the undersigned prepays the Note by refinancing
the Note with the Bank.

     The undersigned warrants and agrees that (1) the obligation evidenced by
this Note is an exempted transaction under the Truth-in-Lending Act, 15 U.S.C.
ss. 1601, et seq.; and (2) said obligation constitutes a business loan which
comes within the purview of subparagraph (1)(c) of Section 4, and a loan secured
by a mortgage on real estate which comes within the purview of subparagraph
(1)(1) of Section 4 of "an Act in relation to the rate of interest and other
charges in connection with sales on credit and the lending of money," approved
May 24, 1879, as amended (815 ILCS 205/4(1)(c) and 205/4(1)(l)).

     The loan evidenced hereby has been made and this Note has been delivered at
Chicago, Illinois, and shall be governed by the laws of the State of Illinois.
Wherever possible each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law but if any provision of
this Note shall be prohibited by or invalid under such law such


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provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or the remaining provisions
of this Note.

     The undersigned agrees to pay all expenses of collection of the amounts
evidenced under this Note including reasonable attorneys' fees, costs and
expenses. This Note shall be binding upon the heirs, successors, and assigns of
the undersigned.


                                                     CTI INDUSTRIES CORPORATION



                                                     By: /s/ Howard Schwan
                                                         -----------------------
                                                         Its President

ATTEST:


--------------------
Its Secretary




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