EXHIBIT 10.3.7



AMENDMENT TO

$7,000,000 LINE OF CREDIT

FROM

JPMORGAN CHASE BANK, NA

TO

BOSS HOLDINGS, INC.

AND BOSS MANUFACTURING COMPANY









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SEVENTH AMENDMENT TO LOAN
AGREEMENT

This
Seventh Amendment to Loan Agreement, dated as of June 1, 2008 ("Amendment"),
amends the Loan Agreement dated June 16, 2000, as amended by a First Amendment
dated as of May 28, 2002, a Second Amendment dated as of April 15, 2003, a Third
Amendment dated as of October 13, 2003, a Fourth Amendment dated as of March 17,
2004, a Fifth Amendment dated as of July 30, 2004 and a Sixth Amendment dated as
of January 30, 2006 (collectively, "Agreement"), both between JP Morgan Chase
Bank, 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 definition of "Revolving
      Credit Termination Date set forth in Section 1.1 of the Agreement shall
      be deleted in its entirety, and the following definition shall be
      substituted in its place:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   
| |    |  | Revolving Credit
      Termination Date means January 4, 2010, as such date may be amended upon
      the written consent of all of the parties hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |   
| | 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.

[SIGNATURE PAGE FOLLOWS]







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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.

|JP MORGAN CHASE BANK,
      NA | BOSS HOLDINGS,
      INC.
|------------------------------ | -------------------------
|                               |                          
|By:                            | /s/ James M. Corkery     
|                               |                          
|Its:                           | Regional President       
|                               |                          
|                               |                          
|                               |                          
|                               |                          
|                               |                          
|                               |                          
|                               |                          

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The
undersigned Guarantors of the obligations of Borrowers under the Agreement
consent to this 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 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 Amendment.

|BOSS MANUFACTURING HOLDINGS, INC. | BOSS BALLOON COMPANY  
|--------------------------------- | ----------------------
|                                  |                       
|By:                               | /s/ Steven G. Pont    
|                                  |                       
|Its:                              | VP/Finance & Treasurer
|                                  |                       
|Date:
      June 6, 2008          | Date: June 6, 2008    

The
undersigned Guarantor of the obligations of Borrowers under the Agreement
consents to this Amendment, acknowledges and agrees that the Guaranty between it
and Bank dated as of March 17, 2004 shall remain in full force and effect and
apply to the obligations of Borrowers as amended by this Amendment. The
undersigned Guarantor further agrees that the term "Obligations" as used in the
above described Guaranty shall mean, among other things, obligations of
Borrowers under the Agreement as amended by this Amendment.

BOSS PET PRODUCTS, INC.By:
    /s/ Steven G. PontIts:
    VP/Finance & TreasurerDate: June 6, 2008


The undersigned Guarantor of the
obligations of Borrowers under the Agreement consents to this Amendment,
acknowledges and agrees that the Guaranty between it and Bank dated as of July
30, 2004 shall remain in full force and effect and apply to the obligations of
Borrowers as amended by this Amendment. The undersigned Guarantor further agrees
that the term "Obligations" as used in the above described Guaranty shall mean,
among other things, obligations of Borrowers under the Agreement as amended by
this Amendment.

GALAXY BALLOONS, INCORPORATEDBy:
    /s/ Steven G. PontIts:
    VP/Finance & TreasurerDate: June 6, 2008


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The undersigned Guarantors of the
obligations of Borrowers under the Agreement consent to this Amendment,
acknowledge and agree that the Guaranty Agreements between them and Bank dated
as of May 7, 2007 shall remain in full force and effect and apply to the
obligations of Borrowers as amended by this Amendment. Guarantors further agree
that the term "Guaranteed Obligations" as used in the above described Guaranty
Agreements shall mean, among other things, obligations of Borrowers under the
Agreement as amended by this Amendment.

|BOSS CANADA INC.         | CANADAWIDE SAFETY INC.
|------------------------ | ----------------------
|                         |                       
|By:                      | /s/ Steven G. Pont    
|                         |                       
|Its:                     | VP/Finance & Treasurer
|                         |                       
|Date:
      June 6, 2008 | Date: June 6, 2008    

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