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                                                                   EXHIBIT 10.3

                      FIRST AMENDMENT TO SECURITY AGREEMENT


     This First Amendment to Security Agreement (the "Amendment") is made as of
this 7th day of September, 2001 by and between Enesco Group, Inc. (the "Debtor")
and Fleet National Bank (the "Secured Party").

                                    RECITALS

     The Debtor and Secured Party are parties to a certain Security Agreement
dated as of April 6, 2001 (the "Security Agreement") pursuant to which the
Debtor has granted to the Secured Party security interests in the Accounts,
Inventory and certain related personal property of the Debtor as further
described in the Security Agreement. The Debtor and Secured Party have agreed to
amend the terms of the Security Agreement as set forth hereinbelow. All
capitalized terms used herein shall have their meanings as defined in the
Security Agreement.

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Debtor and Secured Party agree
that the Security Agreement is amended as follows:

     1. The last two paragraphs of Section 2 are deleted in their entirety.

     2. The Debtor hereby grants to the Secured Party as security for the
Secured Obligations a security interest in and lien on all of the Accounts of
the Debtor arising pursuant to a certain license agreement between the Debtor
and Warner Bros. dated June 28, 2000 with respect to the Debtor's "Harry Potter"
product line, whether such Accounts of the Debtor are now existing or hereafter
acquired or arising, together with any and all additions thereto and
replacements therefor and the proceeds and products thereof.

     3. Except as amended, modified or supplemented by this Amendment, all of
the terms, conditions, covenants, provisions, representations, warranties and
conditions of the Security Agreement shall remain in full force and effect and
are hereby acknowledged, ratified, confirmed and continued as if fully restated
hereby.

     4. The invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of any other term or provision hereof
or contained in the Security Agreement.

     5. It is the intention of the parties hereto that this Amendment shall not
constitute a novation and shall in no way adversely affect or impair the
validity or priority of any lien on any collateral granted, pledged or mortgaged
as security for the payment and performance of the liabilities and obligations
of the Debtor under the Security Agreement.




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     6. The Debtor hereby confirms and ratifies the obligations established
under the Security Agreement, as amended hereby, and the continuing and
continuous security interests, in, of and to all Collateral granted pursuant to
the Security Agreement.

     7. This Amendment is to be governed and construed in accordance with the
laws of the Commonwealth of Massachusetts.

     8. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
thereto may execute this Agreement by signing any such counterpart. This
Amendment shall be effective when it has been executed by the Debtor and the
Secured Party.


                         [SIGNATURES ON FOLLOWING PAGE]





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Witness                        FLEET NATIONAL BANK



                               By:           /s/Rick Zilewicz
                                   --------------------------------------------
                                   Its       Regional President


                               ENESCO GROUP, INC.



                               By:           /s/Jeffrey W. Lemajeur
                                   --------------------------------------------
                                   Name:     Jeffrey W. Lemajeur
                                         --------------------------------------
                                   Title:    Treasurer and CFO
                                         --------------------------------------