ex10_3-2




EXHIBIT 10.3.2


SECOND
AMENDMENT TO LOAN AGREEMENT


        This
Second Amendment to Loan Agreement, dated as of April 15, 2003
(“Amendment”), amends the Loan Agreement dated June 16, 2000, as
amended by a First Amendment to Loan Agreement dated as of May 28, 2002
(collectively, “Agreement”), both between Bank One, NA, successor to
American National Bank and Trust Company of Chicago (“Bank”), Boss
Holdings, Inc. and Boss Manufacturing Company (collectively,
“Borrowers”). 


        The
parties agree that the Agreement shall be amended as follows: 


        1. The following definition of "Rate Management Transaction" shall be added to Section 1.1 of the
Agreement:


	 	        “Rate
Management Transaction” means any transaction (including an agreement with
respect thereto) now existing or hereafter entered into among either Borrower,
the Bank or BANK ONE CORPORATION, or any of its subsidiaries or affiliates or
their successors, which is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
these transactions) or any combination thereof, whether linked to one or more
interest rates, foreign currencies, commodity prices, equity prices or other
financial measures. 






        2. The following language shall be added to the definition of "Borrowers' Liabilities" set forth
in Section 1.1 of the Agreement:


	 	        The
term shall also include, without limitation, all obligations of Borrowers under
(i) the Term Promissory Note from Boss Manufacturing Company to Bank dated April
15, 2003 in the face principal amount of $1,040,000, (ii) the Guaranty from Boss
Holdings, Inc. to Bank dated as of April 15, 2003 and (iii) any and all
obligations, contingent or otherwise, whether now existing or hereafter arising,
of Borrowers to Bank or Bank One Corporation, or to any of their subsidiaries or
affiliates or successors, arising under or in connection with Rate Management
Transactions. 






        3. The following language shall be added to Section 8.1 of the Agreement, Events of Default,
immediately at the end thereof:


	 	        (o) Boss Manufacturing Company fails to make any payment of principal or
interest due under the Promissory Note to Bank dated April 15, 2003 in the face
principal amount of $1,040,000.
 






	 	        (p) An event of default occurs under any document related to any Rate Management
Transaction.









        4. The following Section 8.5 shall be added to the Loan Agreement, immediately after Section 8.4:


	 	        8.5
Termination of Line of Credit. The expiration or other termination of the
Revolving Credit Commitment shall not, absent the occurrence of an Event of
Default, constitute an Event of Default under the Promissory Note from Boss
Manufacturing Company to Bank dated April 15, 2003 in the face principal amount
of $1,040.00. 






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        5. Except as specifically amended herein the Agreement shall continue in full
force and effect in accordance with its original terms. Reference to this
specific Amendment need not be made in any note, document, letter, certificate,
the Agreement itself, or any communication issued or made pursuant to or with
respect to the Agreement, any reference to the Agreement being sufficient to
refer to the Agreement as amended hereby. All terms used herein which are
defined in the Agreement shall have the same meaning herein as in the Agreement.
In the event of any conflict between the terms of the Agreement and the terms of
this Amendment, this Amendment shall control.


        IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the
day and year first above written. 


	BANK ONE, NA	BOSS HOLDINGS, INC.
	 	 
	 	 
	By: /s/ Stephen F. Cantrell	By: /s/ J. Bruce Lancaster
	 	 
	Its: Assistant Vice President	Its: Executive Vice President
	 	 
	 	 
	 	BOSS MANUFACTURING COMPANY
	 	 
	 	 
	 	By: /s/ J. Bruce Lancaster
	 	 
	 	Its: Executive Vice President



        The undersigned Guarantors of the obligations of Borrowers under the Agreement consent to this Second Amendment, acknowledge and agree that the Guaranty Agreement between them and Bank dated as of June 16, 2000 shall
remain in full force and effect and apply to the obligations of Borrowers as amended by this Second Amendment. Guarantors further agree that the term "Guaranteed Obligations" as used in the above-described Guaranty Agreement shall mean, among other
things, obligations of Borrowers under the Agreement as amended by this Second Amendment. 


	BOSS MANUFACTURING HOLDINGS, INC.	BOSS BALLOON COMPANY
	 	 
	 	 
	By: /s/ J. Bruce Lancaster	By: /s/ J. Bruce Lancaster
	 	 
	Its: President	Its: President
	 	 
	Date: April 15, 2003	Date: April 15, 2003



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SECOND AMENDMENT TO SECURITY AGREEMENT



        This
Second Amendment to Security Agreement, dated as of April 15, 2003
(“Amendment”), amends the Security Agreement dated as of June 16, 2000
as amended by a First Amendment to Security Agreement dated as of May 28, 2002
(collectively, the “Agreement”) between Bank One, NA, successor to
American National Bank and Trust Company of Chicago (“Bank”), Boss
Holdings, Inc., a Delaware corporation (“BH”), Boss Manufacturing
Company, a Delaware corporation (“BMC”) (BH and BMC being each
referred to individually as a “Borrower” and collectively as
“Borrowers”), Boss Balloon Company, an Illinois corporation
(“BBC”) and Boss Manufacturing Holdings, Inc., a Delaware corporation
(“BMH”) (BBC and BMH are each referred to herein as a
“Guarantor” and collectively as the “Guarantors”). 


        The
parties agree that the Agreement shall be amended as follows: 


        1. Section 2.2 of the Agreement shall be deleted in its entirety, and the
following Section 2.2 shall be substituted in its place:


	 	        2.2
Security for the Obligations. The foregoing grant is made and given to
secure, and shall secure, the prompt payment and performance when due of (i) the
Borrowers’ Liabilities to Bank under the Loan Agreement, as amended by the
Second Amendment to Loan Agreement between Bank, BH and BMC dated as of April
15, 2003; (ii) any and all indebtedness, obligations and liabilities of the
Debtors, and of any of them individually, to the Bank, whether now existing or
hereafter arising, under any guaranty of any of the Borrowers’ Liabilities;
(iii) any and all liabilities of the Debtors and of any of them individually to
the Bank under any of the Other Agreements; (iv) any obligations of Boss
Holdings, Inc. and Boss Manufacturing Company under lease documents from Boss
Holdings, Inc. and Boss Manufacturing Company, as lessees, to Bank One Leasing,
as lessor, and all documents executed in connection therewith; and (v) all
expenses and charges, legal or otherwise, suffered or incurred by Bank, in
collecting or enforcing any of such indebtedness obligations and liabilities or
in relying on or protecting or preserving any security therefore, including,
without limitation, the Lien and security interest granted hereby, (all of such
indebtedness, obligations, liabilities, expenses and charges described above
being hereinafter referred to as the “Obligations”). Notwithstanding
anything in this Security Agreement to the contrary, the right of recovery
against BBC under this Agreement shall not exceed $1.00 less than the lowest
amount which would render such obligations under this Agreement void or voidable
under applicable law, including fraudulent conveyance law. 






        2. Except as specifically amended herein the Agreement shall continue in full
force and effect in accordance with its original terms. Reference to this
specific Amendment need not be made in any note, document, letter, certificate,
the Agreement itself, or any communication issued or made pursuant to or with
respect to the Agreement, any reference to the Agreement being sufficient to
refer to the Agreement as amended hereby. All terms used herein which are
defined in the Agreement shall have the same meaning herein as in the Agreement.
In the event of any conflict between the terms of the Agreement and the terms of
this Amendment, this Amendment shall control.

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        IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the
day and year first above written. 






	BANK ONE, NA	BOSS HOLDINGS, INC.
	 	 
	 	 
	By: /s/ Stephen F. Cantrell	By: /s/ J. Bruce Lancaster
	 	 
	Its: Assistant Vice President	Its: Executive Vice President
	 	 
	 	 
	BOSS MANUFACTURING COMPANY	BOSS BALLOON COMPANY
	 	 
	By: /s/ J. Bruce Lancaster	By: /s/ J. Bruce Lancaster
	 	 
	Its: Executive Vice President	Its: President
	 	 
	 	 
	BOSS MANUFACTURING HOLDINGS, INC.	 
	 	 
	By: /s/ J. Bruce Lancaster	 
	 	 
	Its: President	 



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