Exhibit 10.24




                     THIRD AMENDMENT TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

         This  Agreement is made as of  September  1, 1998 among CTI  Industries
Corporation,  a Delaware corporation (the "Borrower"),  and First American Bank,
an Illinois banking  corporation (the "Bank"),  and Stephen M. Merrick,  John H.
Schwan, and Howard W. Schwan (hereinafter referred to as the "Guarantors").

         Whereas,  the  Borrower  and the Bank are  parties  to an  Amended  and
Restated  Loan and  Security  Agreement  dated as of May 1,  1998,  as it may be
amended from time to time (the "Loan Agreement"),  and the Borrower is the maker
of the First Term Loan dated May 1, 1998 payable to the order of the Bank in the
original  principal amount of $1,788,328.39  (the "First Term Note"), the Second
Term Loan dated August 22, 1996 payable to the order of the Bank in the original
principal amount of $2,128,322.80  (the "Second Term Note"), the Third Term Loan
dated May 1, 1998  payable  to the order of the Bank in the  original  principal
amount of  $2,258,000.00  (the  "Third Term  Note"),  the Fourth Term Loan dated
August  24,  1998  payable  to the order of the Bank in the  original  principal
amount of $1,268,000.00  (the "Fourth Term Note"),  and the Revolving Loan dated
May 1, 1998 payable to the order of the Bank in the original principal amount of
$4,000,000.00  (the "Revolving Note") each delivered by the Borrower to the Bank
(the first Term Note, the Second Term Note, the Third Term Note, the Fourth Term
Note and the  Revolving  Note are  hereinafter  collectively  referred to as the
"Notes"); and

         Whereas,  the  obligations  of the Borrower are secured by, among other
things:  a  security  interest  in  all  of  Borrower's  assets  to  secure  the
obligations  of the Borrower  under this  Agreement and the First Term Loan, the
Third Term Loan,  and the Revolving  Note; a mortgage (the  "Mortgage I") on the
property  commonly  known as 22160 North  Pepper Road,  Barrington,  IL owned by
American  National Bank and Trust Company of Chicago,  not personally but solely
as Trustee,  under Trust  Agreement  dated September 19, 1984 and known as Trust
No. 61978 (the "Trust I") to secure the  obligations  of the Borrower under this
Agreement and the Second Term Note;  and a mortgage (the  "Mortgage  II") on the
property  commonly  known  as  22222  North  Pepper  Road,  Barrington,  IL (the
"Premises")  owned by the First  American  Bank,  not  personally  but solely as
Trustee,  under  Trust  Agreement  dated  August 14, 1998 and known as Trust No.
1-98-134 (the "Trust II" together with the Trust I are hereinafter  collectively
referred to as the "Trust") to secure the obligations of the Borrower under this
Agreement and the Fourth Term Note  (Mortgage I and Mortgage II are  hereinafter
collectively  referred  to as the  "Mortgage");  an  assignment  of rents on the
Premises owned by the Trust II (the  "Assignment");  a collateral  assignment of
beneficial  interest in the Trust II (the  "ABI");  and  separate  subordination
agreements executed by the Guarantors  (hereinafter  collectively referred to as
the "Subordination"); and

         Whereas, the Guarantors have guaranteed the obligations of the Borrower
to the Bank pursuant to separate  guaranties dated August 22, 1996, dated May 1,
1998, August 24, 1998, and September 1, 1998 (hereinafter  collectively referred
to as the "Guaranty"); and

         Whereas, on August 24, 1998, the Borrower and the Bank executed a First
Amendment to Amended and Restated Loan and Security  Agreement  whereby the Bank
extended  additional  indebtedness  to the Borrower in the form of a Fourth Term
Note; and


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         Whereas,  on August 28,  1998,  the  Borrower  and the Bank  executed a
Second Amendment to Amended and Restated Loan and Security Agreement whereby the
Bank changed the advance rate under Eligible Inventory; and

         Whereas, the Borrower, the Bank and the Guarantors desire to enter into
this  Agreement  in order to  increase  the  amount  of  indebtedness  under the
Revolving Note, extend the maturity of the Third Term Note and otherwise confirm
the  obligations  of the  Borrower  under the Loan  Agreement,  the  Notes,  the
Guaranty,  the Mortgage,  the Assignment,  the ABI, the  Subordination,  and all
other documents and instruments at any time  evidencing,  creating,  or securing
the  obligations  of  the  Borrower  to  the  Bank   (collectively,   the  "Loan
Documents").

         Now, therefore,  for good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1. Defined Terms.  Capitalized  words used in this Agreement as defined
terms are used herein with the same  meanings as in the Loan  Agreement,  unless
otherwise defined herein.

         2.  Amendment to Loan  Agreement.  Section 1.1 of the Loan Agreement is
hereby amended and restated in its entirety and as amended, reads as follows:

                  1.1 Loan Amount.  Subject to and upon the terms and conditions
         set forth in this  Agreement,  the Bank agrees to lend to the Borrower,
         from time to time,  such sums as may be  requested  by the Borrower and
         which the Bank in its discretion  agrees to lend from time to time, the
         total of which  shall not  exceed,  in the  aggregate,  $10,663,499.22,
         subject  to the  further  limits  hereinafter  set forth  (the  "Loan")
         pursuant to the First Term Loan, the Second Term Loan, Third Term Loan,
         Fourth Term Loan and the Revolving Loan hereinafter provided.

         3. Amendment to Loan Agreement. The first paragraph of Section 1.1.5 of
the Loan  Agreement  is hereby  amended  and  restated in its  entirety  and, as
amended, reads as follows:

                  1.1.5 Revolving Loan (Loan No.  600804665-67)  The Bank agrees
         to lend to the Borrower,  subject to and upon the terms and  conditions
         set forth herein, at any time or from time to time on or after the date
         hereof and on or before May 1, 1999,  such amounts  (each such loan and
         all such loans,  collectively,  as the context  requires  being  herein
         referred  to as  the  "Revolving  Loan")  as may  be  requested  by the
         Borrower and which the Bank in its discretion  agrees to lend from time
         to time, subject to the limitations  hereinafter set forth.  Within the
         limits  and  subject  to and upon the terms and  conditions  herein set
         forth,  amounts under the Revolving Loan may be borrowed and repaid and
         reborrowed  from time to time.  Except as  otherwise  permitted  by the
         Bank,  the aggregate  unpaid  principal  amount of the  Revolving  Loan
         outstanding  at any time shall not  exceed  the lesser of Four  Million
         Five Hundred Thousand and No/100 Dollars ($4,500,000.00) or the Advance
         Limit (as hereinafter  defined).  The Revolving Loan shall be evidenced
         by and be repayable with interest in accordance  with the terms of this
         Agreement and a promissory note payable to the order of the Bank in the
         original principal amount of $4,000,000.00






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         which  shall be dated on or  before  the  initial  disbursement  of the
         Revolving Loan and shall be duly executed and delivered by the Borrower
         (the "Revolving  Note").  For purposes of this  Agreement,  the Advance
         Limit  shall be equal to the sum of: (i) 80% of the  Eligible  Accounts
         (as defined in the Loan Agreement) or $4,500,000.00, whichever is less;
         (ii) for the period commencing September 1, 1998 until January 1, 1999,
         30% of  Eligible  Inventory  (as  defined  in the  Loan  Agreement)  or
         $2,400,000.00,  whichever  is less;  (iii)  for the  period  commencing
         January 2, 1999 until  February 1, 1999,  25% of Eligible  Inventory or
         $2,000,000.00,  whichever  is  less;  (iv)  for the  period  commencing
         February 2, 1999 until  March 1, 1999,  20% of  Eligible  Inventory  or
         $1,600,000.00,  whichever  is less;  and (v) for the period  commencing
         March  2,  1999  until   maturity,   15%  of  Eligible   Inventory   or
         $1,300,000.00, whichever is less.

         4. Amendment to Loan Agreement.  Section 1.4.3 of the Loan Agreement is
hereby amended and restated in its entirety and, as amended, reads as follows:

                  1.4.3 Third Term Loan  Maturity.  The Third Term Loan shall be
         due  and  payable  in  equal  monthly  installments  of  $46,194.61  of
         principal and interest,  commencing on March 1, 1999, and a like sum on
         the first day of each calendar month  thereafter until the principal of
         and accrued and unpaid interest on the Third Term Loan is paid in full,
         provided  that the  outstanding  principal  of and  accrued  and unpaid
         interest on the Third Term Loan,  if not sooner paid in full,  shall be
         due and  payable in full on February 1, 2004 (or earlier as provided in
         this Agreement or the Third Term Note).

         5. Delivery of Loan  Documents.  The Borrower shall execute and deliver
to the Bank the following:

                  (a) a Revolving  Note dated  September 1, 1998 in the original
         principal amount of $4,500,000.00;

                  (b) a First  Amendment to Third Term Note in the form attached
         as  Appendix A hereto  providing  that the Third Term Note shall be due
         and  payable in full on March 1, 2004 (or  earlier as  provided  in the
         First Amendment to Third Term Note, the Notes, or the Loan Agreement).

                  (c) an Officer's Certificate dated September 1, 1998; and

                  (d)  separate  Guaranties,  each dated  September  1, 1998 and
         executed by the Guarantors;

         6.  Validity of  Agreements.  Except as  specifically  provided in this
Agreement,  all of the terms,  provisions,  and  covenants  of the  Borrower and
Guarantors in the Loan  Agreement,  the Notes,  and the other Loan Documents are
now and shall remain in full force and effect and have not been and shall not be
modified  in any way and are hereby  affirmed,  confirmed,  and  ratified in all
respects.  The Borrower and the Guarantors hereby  acknowledge that they have no
claims or offsets against,  or defenses or counterclaims  to, the enforcement by
the Bank of the Loan Agreement, the Notes and the Amendment, or any of the other
Loan Documents. After the date hereof, all references to "Agreement",  "hereof",
"herein", or the like appearing in the Loan Agreement shall be deemed to be





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references to the Loan Agreement as herein  amended or modified;  all references
to the "Notes" or the "First Term Note" or the "Second  Term Note" or the "Third
Term  Note"  or the  "Fourth  Term  Note"  or the  "Revolving  Note" in the Loan
Agreement,  the Notes,  or any other Loan Documents  shall be deemed to refer to
the Notes as amended by the Third  Amendment  to Amended and  Restated  Loan and
Security  Agreement  and  any  extension,  renewal,  refinancing,  modification,
amendment, or restructuring thereof.

         7.       Miscellaneous Provisions.

                  a. This  Agreement  shall be governed by the internal  laws of
the State of Illinois.

                  b.  This   Agreement   may  be   executed  in  any  number  of
counterparts,  each of which shall be deemed an original, but all of which, when
taken together, shall constitute one and the same instrument.

                  c. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.

                  d. This  Agreement  represents  the complete  agreement of the
parties  with  respect to the subject  matter  hereof and  supersedes  all prior
negotiations and Agreements with respect to the subject matter hereof.

         In Witness hereof, the parties have executed this Agreement on the date
first written above.
                                   BORROWER:
                                   CTI Industries Corporation


                                   By:________________________________ 
                                      Stephen M. Merrick,
                                      Chief Executive Officer

                                   BANK:
                                   First American Bank

                                   By:________________________________  
                                      Jodi Krass,
                                      Asst. Vice President

                                   GUARANTORS:

                                   ________________________________
                                   Stephen M. Merrick, Individually

                                   ________________________________
                                   John H. Schwan, Individually

                                   ________________________________
                                   Howard W. Schwan, Individually











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