HOME PRODUCTS INTERNATIONAL INC
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exh10-1.txt
<DESCRIPTION>FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
<TEXT>

                                                                 EXHIBIT 10.1


                             FOURTH AMENDMENT TO
                         LOAN AND SECURITY AGREEMENT
                         ---------------------------

      THIS  FOURTH  AMENDMENT  TO   LOAN  AND  SECURITY  AGREEMENT   ("Fourth
 Amendment") is made as of the 19th day of September, 2003 by and among  Home
 Products International-North America, Inc. ("Borrower"), the lenders who are
 signatories hereto  ("Lenders"),  and  Fleet Capital  Corporation,  a  Rhode
 Island corporation ("FCC"),  as agent for  Lenders hereunder  (FCC, in  such
 capacity, being "Agent").

                             W I T N E S S E T H:
                             --------------------

      WHEREAS, Borrower, Agent and  Lenders entered into  a certain Loan  and
 Security Agreement dated as of October  31, 2001 as amended by that  certain
 First Amendment to  Loan and Security  Agreement dated June  1, 2003 by  and
 among Borrower, Agent and  Lenders and by that  certain Second Amendment  to
 Loan and Security Agreement dated July 31, 2003 by and among Borrower, Agent
 and Lenders  and  by that  certain  Third  Amendment to  Loan  and  Security
 Agreement dated as of July 31, 2003 by and among Borrower, Agent and Lenders
 (said Loan and Security Agreement, as so amended, is hereinafter referred to
 as the "Loan Agreement"); and

      WHEREAS, Borrower desires to amend and modify certain provisions of the
 Loan Agreement  and, subject  to the  terms hereof,  Agent and  Lenders  are
 willing to agree to such amendments and modifications;

      NOW THEREFORE, in consideration of  the premises, the mutual  covenants
 and agreements herein contained, and any extension of credit heretofore, now
 or hereafter made  by Agent  and Lenders  to Borrowers,  the parties  hereto
 hereby agree as follows:

    1.  Definitions.     Except  as  otherwise   provided  for  herein,   all
 capitalized terms  used herein  without definition  shall have  the  meaning
 given to them in the Loan Agreement.

    2.  Exhibit  8.3.  Exhibit 8.3  to the Loan  Agreement is hereby  deleted
 and Exhibit 8.3 attached hereto is inserted in its stead.

    3.  Amendment  Fee.  In order to induce  Agent and Lenders to enter  into
 this Fourth Amendment, Borrower shall pay  to Agent for the ratable  benefit
 of Lenders an amendment fee of $20,000, which amendment fee shall be  earned
 and due and payable on the date hereof.

    4.  Execution in Counterparts.  This Fourth Amendment may be executed  in
 any number  of counterparts  and by  different  parties hereto  in  separate
 counterparts, each of  which shall be  deemed an original  but all of  which
 together shall constitute one and the same instrument.

    5.  Conditions Precedent.   This Fourth Amendment shall become  effective
 on the satisfaction of each of the following conditions precedent:

         (a)  Borrower, Agent  and Lenders shall have executed and  delivered
 to each other this Fourth Amendment; and

         (b)  Borrower shall  have paid to Agent, for the ratable benefit  of
 Lenders, the $20,000 amendment fee.

           The  date  on  which  all  of  the  conditions  precedent  to  the
 effectiveness of  this Fourth  Amendment have  been satisfied  or waived  is
 hereinafter referred to as the "Fourth Amendment Effective Date."

    6.  Continuing Effect.  Except as otherwise specifically set out  herein,
 the provisions of the Loan Agreement shall remain in full force and effect.


                             (Signature Page Follows)

<PAGE>


        (Signature Page to Fourth Amendment to Loan and Security Agreement)


      IN WITNESS WHEREOF, this Fourth Amendment has been duly executed as  of
 the day and year specified at the beginning hereof.

                                     HOME PRODUCTS
                                     INTERNATIONAL-NORTH AMERICA, INC.
                                     ("Borrower")


                                     By: /s/ James E. Winslow
                                     ---------------------------
                                     Name: James E. Winslow
                                     ---------------------------
                                     Title: Executive V.P. & CFO
                                     ---------------------------


                                     FLEET CAPITAL CORPORATION,
                                     ("Agent" and a "Lender")

                                     By: /s/ Alan R. Meier
                                     ---------------------------
                                     Name: Alan R. Meier
                                     ---------------------------
                                     Title: Executive V.P.
                                     ---------------------------


 CONSENTED AND AGREED TO
 this 19th day of September, 2003.


 HOME PRODUCTS INTERNATIONAL, INC.


 By: /s/ James E. Winslow
 ---------------------------
 Name: James E. Winslow
 Title: Executive V.P. & CFO


<PAGE>

                                 EXHIBIT 8.3

                             FINANCIAL COVENANTS

      DEFINITIONS

      Consolidated Net Income  -  with respect to any fiscal period, the  net
 income (or  loss)  of Borrower  determined  in  accordance with  GAAP  on  a
 Consolidated basis;  provided, however,  Consolidated Net  Income shall  not
 include:  (a) the income (or loss) of any Person (other than a subsidiary of
 Borrower) in which Borrower or any  of its wholly-owned subsidiaries has  an
 ownership interest unless received in a  cash distribution or requiring  the
 payment of cash; (b) the income (or loss) of any Person accrued prior to the
 date it became a  Subsidiary of Borrower or  is merged into or  consolidated
 with Borrower; (c) all amounts included in determining net income (or  loss)
 in respect of the write-up of assets on or after the Closing Date, including
 the subsequent amortization or  expensing of the  written-up portion of  the
 assets; (d)  extraordinary gains  as defined  under GAAP  and  extraordinary
 losses pursuant  to the  extinguishment  of debt,  net  of the  related  tax
 effects; and (e) gains (or losses) from asset dispositions (other than sales
 of inventory).

      Consolidated EBITDA - for any period, Consolidated Net Income for  such
 period plus, without duplication and to the extent reflected as a charge  in
 the statement of such  Consolidated Net Income for  such period, the sum  of
 (a) income tax expense,  (b) interest expense,  amortization or writeoff  of
 debt discount and debt issuance costs  and commissions, discounts and  other
 fees and charges associated with Money  Borrowed (including the Loans),  (c)
 depreciation and  amortization  expense,  (d)  amortization  of  intangibles
 (including, but not limited  to, goodwill) and  organization costs, (e)  any
 extraordinary, unusual  or  non-recurring  expenses  or  losses  (including,
 whether or not otherwise includable as  a separate item in the statement  of
 such Consolidated Net Income  for such period, non-cash  losses on sales  of
 assets outside of the ordinary course  of business), (f) any other  non-cash
 charges (including, without limitation, the amount of any non-cash deduction
 to Consolidated Net Income as a result of any grant to members of management
 of any capital stock of the Borrower), and (g) to the extent not included in
 item (e)  above,  charges or  expenses  incurred as  a  result of  plant  or
 facility closures, and minus to the extent included in the statement of such
 Consolidated Net Income for such period,  the sum of (a) any  extraordinary,
 unusual  or  non-recurring  income  or  gains  (including,  whether  or  not
 otherwise  includable  as  a  separate  item   in  the  statement  of   such
 Consolidated Net  Income for  such  period, gains  on  the sales  of  assets
 outside of the  ordinary course  of business),  and (b)  any other  non-cash
 income, all as determined on a consolidated basis.

      Cash Interest Coverage Ratio - with  respect to any fiscal period,  the
 ratio of  (i) Consolidated  EBITDA for  such period  to (ii)  Cash  Interest
 Expense, all as determined in accordance with GAAP.

      Cash Interest Expense - with respect to any fiscal period, that portion
 of the  interest  expense incurred  for  such  period payable  in  cash,  as
 determined in accordance with GAAP.

      Fixed Charge Coverage Ratio - with respect to any period, the ratio  of
 (i) Consolidated EBITDA for such period  minus the sum of (a) any  provision
 for income taxes payable  in cash and included  in the determination of  net
 earnings for such period plus  (b) non-financed Capital Expenditures  during
 such period, to (ii) Fixed Charges for  such period, all as determined on  a
 Consolidated basis and in accordance with GAAP.

      Fixed Charges - with respect to any period, the sum of:  (i)  scheduled
 principal payments required  to be  made during  such period  in respect  to
 Indebtedness  for  Money  Borrowed  (including  the  principal  portion   of
 Capitalized Lease Obligations and scheduled principal payments on the Senior
 Subordinated Notes), plus (ii) Cash Interest  Expense for such period,  plus
 (iii)  Distributions  made  by  Borrower  within  such  period,  plus  (iii)
 $1,200,000, all  as  determined  for Borrower  and  its  Subsidiaries  on  a
 Consolidated basis and in accordance with GAAP.


      COVENANTS

      Gross Availability  -  Borrower  shall  maintain  at  all  times  Gross
 Availability of  at  least  Seven  Million  Five  Hundred  Thousand  Dollars
 ($7,500,000); provided that if on January 31, 2004 Borrower, either directly
 or  indirectly  through  Parent,  has  repurchased,  redeemed  or  otherwise
 retired  less than Ten Million Dollars ($10,000,000) in principal of  Senior
 Subordinated Notes, then Borrower shall maintain at all times after February
 1, 2004 Gross Availability of at least the lesser of (i) Ten Million Dollars
 ($10,000,000)  and  (ii)  Seven   Million  Five  Hundred  Thousand   Dollars
 ($7,500,000) plus 50%  of the excess  of Ten  Million Dollars  ($10,000,000)
 over the aggregate amount paid in connection with the repurchase, redemption
 or other  retirement  of  Senior  Subordinated  Notes  by  Borrower  (either
 directly  or  indirectly  through  Parent)  between  the  Second   Amendment
 Effective Date and January 31, 2004.

      Cash Interest  Coverage Ratio  -  Borrower  shall  not permit  the Cash
 Interest Coverage Ratio for any fiscal  period listed below to be less  than
 the ratio set forth opposite such fiscal period in the following schedule:


                Fiscal Period                  Cash Interest Coverage Ratio
                -------------                  ---------------------------
   October 1, 2001 to December 31, 2001                  0.8 to 1

   October 1, 2001 to March 31, 2002                     0.9 to 1

   October 1, 2001 to June 30, 2002                     1.05 to 1

   October 1, 2001 to September 30, 2002                1.25 to 1
   and each four consecutive fiscal quarters
   ending on or about December 31, 2002,
   March 31, 2003 and June 30, 2003

   Four consecutive fiscal quarters ending               .70 to 1
   on or about September 30, 2003,
   December 31, 2003 and March 31, 2004

   Four consecutive fiscal quarters ending               .80 to 1
   on or about June 30, 2004

   Four consecutive fiscal quarters ending               .90 to 1
   on or about September 30, 2004

   Four consecutive fiscal quarters ending               1.0 to 1
   on or about December 31, 2004

   Four consecutive fiscal quarters ending               1.1 to 1
   on or about March 31, 2005

   Four consecutive fiscal quarters ending              1.25 to 1
   on or about June 30, 2005 and each
   September 30, December 31, March 31
   and June 30 thereafter


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