ENESCO GROUP INC
AMENDED AND RESTATED BORROWER NOTE
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>c87515exv10w3.txt
<DESCRIPTION>AMENDED AND RESTATED BORROWER NOTE
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.3

                       AMENDED AND RESTATED BORROWER NOTE

                                                      Springfield, Massachusetts
$20,000,000                                           August 10, 2004

         Enesco Group, Inc., an Illinois corporation (the "Borrower"), promises
to pay to the order of LaSalle Bank, National Association, (the "Lender") the
sum of TWENTY MILLION DOLLARS ($20,000,000), or the then aggregate unpaid
principal amount of all Loans made by the Lender to the Borrower pursuant to
Article II of the Second Amended and Restated Senior Revolving Credit Agreement
among the Borrower, the Borrowing Subsidiaries from time to time party thereto,
the Agent and the Lenders named therein, including the Lender, dated as of June
16, 2003, as amended by a First Amendment to Second Amended and Restated Senior
Revolving Credit Agreement dated as of March 5, 2004, and as further amended by
a Second Amendment to Second Amended and Restated Senior Revolving Credit
Agreement dated as of even date herewith (hereinafter referred to, as the same
may be further amended, modified, supplemented and/or restated from time to
time, as the "Agreement"), in U.S. Dollars in immediately available funds at the
address of the Agent specified in the Agreement (or such other place as may be
required under the Agreement), together with interest on the unpaid principal
amount hereof at the rates and on the dates set forth in the Agreement. The
Borrower shall pay the principal of and accrued and unpaid interest on the Loans
in full on the Facility Termination Date.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

         This Note is one of the Notes issued pursuant to, and is entitled to
the benefits of, the Agreement, to which Agreement reference is hereby made for
a statement of the terms and conditions governing this Note, including the terms
and conditions under which this Note may be prepaid or its maturity date
accelerated. Capitalized terms used herein and not otherwise defined herein are
used with the meanings attributed to them in the Agreement.

         This Note shall be governed by the internal laws (and not the law of
conflicts) of The Commonwealth of Massachusetts, United States of America.





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         This Borrower Note is executed as an instrument under seal as of the
date first above written.

                                        ENESCO GROUP, INC.



                                        By:         /s/ Thomas F. Bradley
                                            ------------------------------------
                                        Print Name: Thomas F. Bradley
                                                    ----------------------------
                                        Title: Interim CEO and Chief Financial
                                               Officer
                                               ---------------------------------


                                        By:         /s/ Charles E. Sanders
                                            ------------------------------------
                                        Print Name: Charles E. Sanders
                                                    ----------------------------
                                        Title:      Treasurer
                                               ---------------------------------


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