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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                     ----------------
                                   SCHEDULE TO
                                 (Rule 14d-100)
            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                (Amendment No. )

                        HOME PRODUCTS INTERNATIONAL, INC.
                       (Name of Subject Company (Issuer))

                       Storage Acquisition Company, L.L.C.
                           Chai Trust Company, L.L.C.
                       EGI-Fund (02-04) Investors, L.L.C.
                                Mr. Joseph Gantz
                        Walnut Investment Partners, L.P.
                               Triyar Capital, LLC
                       (Name of Filing Persons - Offerors)

                       EGI-Managing Member (02-04), L.L.C.
                             SZ Investments, L.L.C.
                              Samstock/SIT, L.L.C.
                         Zell General Partnership, Inc.
              (Name of Filing Persons - Other Persons; 13D Filers)

                     Common Stock, par value $0.01 per share
                         (Title of Class of Securities)

                                    437305105
                      (CUSIP Number of Class of Securities

                              Marc D. Hauser, Esq.
                        Equity Group Investments, L.L.C.
                       2 North Riverside Plaza, Suite 600
                             Chicago, Illinois 60606
                                 (312) 466-3281
                  (Name, Address and Telephone Number of Person
                         Authorized to Receive Notices
               and Communications on Behalf of the Filing Person)
                              ------------------------------
                                   Copies to:
                               Henry Lesser, Esq.
                        Gray Cary Ware & Freidenrich LLP
                             2000 University Avenue
                        East Palo Alto, California 94303
                                 (650) 833-2000


                            CALCULATION OF FILING FEE
          ------------------------------ ------------------------------
                   Transaction Valuation Amount of Filing Fee

                  N/A*                                N/A*

          ------------------------------ ------------------------------

*Pursuant  to  Instruction  D to  Schedule  TO, a filing fee is not  required in
connection with this filing as it is related to preliminary  communications made
before the commencement of a tender offer.

[ ] Check the box if any part of the fee is offset as provided by 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.  Identify
the previous filing by registration  statement  number,  or the Form of Schedule
and the date of its filing.

Amount Previously Paid:  N/A                          Filing Party: N/A
Form or Registration No.: N/A                         Date Filed: N/A

[X] Check the box if the filing  relates  solely to  preliminary  communications
made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

[X] third-party tender offer subject to Rule 14d-1. 
[ ] issuer tender offer subject to Rule 13e-4. 
[ ] going-private transaction subject to Rule 13e-3. 
[X] amendment to Schedule 13D under Rule 13d-2

Check the following if the filing is a final amendment reporting the results of
the tender offer: [ ]

EXPLANATORY STATEMENT

Pursuant  to  an  Acquisition  Agreement  dated  as of  October  28,  2004  (the
"Acquisition  Agreement") between Home Products International,  Inc., a Delaware
corporation (the "Subject Company"),  and Storage Acquisition Company, L.L.C., a
Delaware  limited  liability  company  (the  "Bidder"),  the Bidder has  agreed,
subject to the terms and conditions set forth in the Acquisition  Agreement,  to
make a tender offer (the "Proposed Tender Offer") for all outstanding  shares of
the common  stock,  par value  $0.01 per share (the  "Shares"),  of the  Subject
Company at a price of $2.25 per Share net to the  seller in cash.  A copy of the
Acquisition Agreement is being filed as an exhibit to the Schedule 13D/A forming
part of this Schedule TO and the foregoing summary is subject in its entirety to
the full text of the Acquisition Agreement.

Neither this Schedule TO nor any of the exhibits hereto  constitutes an offer to
buy or  solicitation  to sell any Shares.  The Proposed Tender Offer has not yet
been  commenced and its  commencement  is subject to the conditions set forth in
the Acquisition  Agreement.  If and when the Proposed Tender Offer is commenced,
the  persons  filing  this  Schedule TO will file a Tender  Offer  Statement  on
Schedule TO (the "Tender Offer  Statement")  containing the terms and conditions
of the Proposed  Tender Offer and related  information  with the  Securities and
Exchange Commission (the "SEC"). Stockholders of the Subject Company should read
the Tender Offer  Statement  when it becomes  available  because it will contain
important information. The Tender Offer Statement and other filed documents will
be available at no charge on the SEC's  website at  http://www.sec.gov  and will
also be made available  without charge to all stockholders by contacting Marc D.
Hauser,  Esq. at  312-466-3281.  Stockholders  are urged to read these materials
carefully before making any decision with respect to the Proposed Tender Offer.






--------------------------------------------------------------------------------
1.   Name of Reporting Persons.
     I.R.S. Identification Nos. of above persons (entities only).

Storage Acquisition Company, L.L.C.  FEIN 20-1793137
--------------------------------------------------------------------------------
2.   Check the Appropriate Box If a Member of a Group (See Instructions) 
     (a) [_]
     (b) [x]
--------------------------------------------------------------------------------
3.   SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)

WC
--------------------------------------------------------------------------------
5.   Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     or 2(e) [_]

--------------------------------------------------------------------------------
6.   Citizenship or Place of Organization

Delaware
--------------------------------------------------------------------------------
               7.   Sole Voting Power
  NUMBER OF                                          0
   SHARES      _________________________________________________________________
BENEFICIALLY   8.   Shared Voting Power
 OWNED BY                                            5
    EACH       _________________________________________________________________
  REPORTING    9.   Sole Dispositive Power
   PERSON                                            0
    WITH       _________________________________________________________________
               10.  Shared Dispositive Power
                                                     5
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

5
--------------------------------------------------------------------------------
12.  Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
     Instructions) [_]
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)

Less than 0.1% (1)
--------------------------------------------------------------------------------
14.  Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------

(1) Calculated based upon 7,878,900 shares of Issuer's Common Stock outstanding
as of the date of execution of the Acquisition Agreement, as set forth therein.






-------------------------------------------------------------------------------
1.   Name of Reporting Persons.
     I.R.S. Identification Nos. of above persons (entities only).

Chai Trust Company, L.L.C.   FEIN: 36-6934216
--------------------------------------------------------------------------------
2.   Check the Appropriate Box If a Member of a Group (See Instructions) 
     (a) [_]
     (b) [x]
--------------------------------------------------------------------------------
3.   SEC Use Only

--------------------------------------------------------------------------------
4.   Source of Funds (See Instructions)

WC
--------------------------------------------------------------------------------
5.   Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     or 2(e) [_]

--------------------------------------------------------------------------------
6.   Citizenship or Place of Organization

Delaware
--------------------------------------------------------------------------------
               7.   Sole Voting Power
  NUMBER OF                                          0
   SHARES      _________________________________________________________________
BENEFICIALLY   8.   Shared Voting Power
 OWNED BY                                            664,000
    EACH       _________________________________________________________________
  REPORTING    9.   Sole Dispositive Power
   PERSON                                            0
    WITH       _________________________________________________________________
               10.  Shared Dispositive Power
                                                     664,000
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

5
--------------------------------------------------------------------------------
12.  Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
     Instructions) [_]
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)

8.4% (1)
--------------------------------------------------------------------------------
14.  Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------

(1) Calculated based upon 7,878,900 shares of Issuer's Common Stock outstanding
as of the date of execution of the Acquisition Agreement, as set forth therein.





--------------------------------------------------------------------------------
1.   Name of Reporting Persons.
     I.R.S. Identification Nos. of above persons (entities only).

EGI-Fund (02-04) Investors, L.L.C.  FEIN 40-0002819
--------------------------------------------------------------------------------
2.   Check the Appropriate Box If a Member of a Group (See Instructions) 
     (a) [_]
     (b) [x]
--------------------------------------------------------------------------------
3.   SEC Use Only

--------------------------------------------------------------------------------
4.   Source of Funds (See Instructions)

WC
--------------------------------------------------------------------------------
5.   Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     or 2(e) [_]

--------------------------------------------------------------------------------
6.   Citizenship or Place of Organization

Delaware
--------------------------------------------------------------------------------
               7.   Sole Voting Power
  NUMBER OF                                          0
   SHARES      _________________________________________________________________
BENEFICIALLY   8.   Shared Voting Power
 OWNED BY                                            5
    EACH       _________________________________________________________________
  REPORTING    9.   Sole Dispositive Power
   PERSON                                            0
    WITH       _________________________________________________________________
               10.  Shared Dispositive Power
                                                     5
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

5
--------------------------------------------------------------------------------
12.  Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
     Instructions) [_]
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)

Less than 0.1% (1)
--------------------------------------------------------------------------------
14.  Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------

(1) Calculated based upon 7,878,900 shares of Issuer's Common Stock outstanding
as of the date of execution of the Acquisition Agreement, as set forth therein.





--------------------------------------------------------------------------------
1.   Name of Reporting Persons.
     I.R.S. Identification Nos. of above persons (entities only).

Joseph Gantz
--------------------------------------------------------------------------------
2.   Check the Appropriate Box If a Member of a Group (See Instructions) 
     (a) [_]
     (b) [x]
--------------------------------------------------------------------------------
3.   SEC Use Only

--------------------------------------------------------------------------------
4.   Source of Funds (See Instructions)

PF
--------------------------------------------------------------------------------
5.   Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     or 2(e) [_]

--------------------------------------------------------------------------------
6.   Citizenship or Place of Organization

United States
--------------------------------------------------------------------------------
               7.   Sole Voting Power
  NUMBER OF                                          1,530
   SHARES      _________________________________________________________________
BENEFICIALLY   8.   Shared Voting Power
 OWNED BY                                            5
    EACH       _________________________________________________________________
  REPORTING    9.   Sole Dispositive Power
   PERSON                                            1,530
    WITH       _________________________________________________________________
               10.  Shared Dispositive Power
                                                     0
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

1,535
--------------------------------------------------------------------------------
12.  Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
     Instructions) [_]
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)

Less than 0.1% (1)
--------------------------------------------------------------------------------
14.  Type of Reporting Person (See Instructions)

IN
--------------------------------------------------------------------------------

(1) Calculated based upon 7,878,900 shares of Issuer's Common Stock outstanding
as of the date of execution of the Acquisition Agreement, as set forth therein.






-------------------------------------------------------------------------------
1.   Name of Reporting Persons.
     I.R.S. Identification Nos. of above persons (entities only).

EGI-Managing Member (02-04), L.L.C.   FEIN:  40-0002816
--------------------------------------------------------------------------------
2.   Check the Appropriate Box If a Member of a Group (See Instructions) 
     (a) [_]
     (b) [x]
--------------------------------------------------------------------------------
3.   SEC Use Only

--------------------------------------------------------------------------------
4.   Source of Funds (See Instructions)

WC
--------------------------------------------------------------------------------
5.   Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     or 2(e) [_]

--------------------------------------------------------------------------------
6.   Citizenship or Place of Organization

Delaware
--------------------------------------------------------------------------------
               7.   Sole Voting Power
  NUMBER OF                                          0
   SHARES      _________________________________________________________________
BENEFICIALLY   8.   Shared Voting Power
 OWNED BY                                            5
    EACH       _________________________________________________________________
  REPORTING    9.   Sole Dispositive Power
   PERSON                                            0
    WITH       _________________________________________________________________
               10.  Shared Dispositive Power
                                                     5
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

5
--------------------------------------------------------------------------------
12.  Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
     Instructions) [_]
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)

Less than 0.1% (1)
--------------------------------------------------------------------------------
14.  Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------

(1) Calculated based upon 7,878,900 shares of Issuer's Common Stock outstanding
as of the date of execution of the Acquisition Agreement, as set forth therein.





--------------------------------------------------------------------------------
1.   Name of Reporting Persons.
     I.R.S. Identification Nos. of above persons (entities only).

SZ Investments, L.L.C.   FEIN:  36-4150443
--------------------------------------------------------------------------------
2.   Check the Appropriate Box If a Member of a Group (See Instructions) 
     (a) [_]
     (b) [x]
--------------------------------------------------------------------------------
3.   SEC Use Only

--------------------------------------------------------------------------------
4.   Source of Funds (See Instructions)

WC
--------------------------------------------------------------------------------
5.   Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     or 2(e) [_]

--------------------------------------------------------------------------------
6.   Citizenship or Place of Organization

Delaware
--------------------------------------------------------------------------------
               7.   Sole Voting Power
  NUMBER OF                                          0
   SHARES      _________________________________________________________________
BENEFICIALLY   8.   Shared Voting Power
 OWNED BY                                            5
    EACH       _________________________________________________________________
  REPORTING    9.   Sole Dispositive Power
   PERSON                                            0
    WITH       _________________________________________________________________
               10.  Shared Dispositive Power
                                                     5
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

5
--------------------------------------------------------------------------------
12.  Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
     Instructions) [_]
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)

Less than 0.1% (1)
--------------------------------------------------------------------------------
14.  Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------

(1) Calculated based upon 7,878,900 shares of Issuer's Common Stock outstanding
as of the date of execution of the Acquisition Agreement, as set forth therein.






--------------------------------------------------------------------------------
1.   Name of Reporting Persons.
     I.R.S. Identification Nos. of above persons (entities only).

Samstock/SIT, L.L.C.  FEIN 36-6934126
--------------------------------------------------------------------------------
2.   Check the Appropriate Box If a Member of a Group (See Instructions) 
     (a) [_]
     (b) [x]
--------------------------------------------------------------------------------
3.   SEC Use Only

--------------------------------------------------------------------------------
4.   Source of Funds (See Instructions)

WC
--------------------------------------------------------------------------------
5.   Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     or 2(e) [_]

--------------------------------------------------------------------------------
6.   Citizenship or Place of Organization

Delaware
--------------------------------------------------------------------------------
               7.   Sole Voting Power
  NUMBER OF                                          650,720
   SHARES      _________________________________________________________________
BENEFICIALLY   8.   Shared Voting Power
 OWNED BY                                            0
    EACH       _________________________________________________________________
  REPORTING    9.   Sole Dispositive Power
   PERSON                                            650,720
    WITH       _________________________________________________________________
               10.  Shared Dispositive Power
                                                     0
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

650,720
--------------------------------------------------------------------------------
12.  Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
     Instructions) [_]
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)

8.3% (1)
--------------------------------------------------------------------------------
14.  Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------

(1) Calculated based upon 7,878,900 shares of Issuer's Common Stock outstanding
as of the date of execution of the Acquisition Agreement, as set forth therein.





--------------------------------------------------------------------------------
1.   Name of Reporting Persons.
     I.R.S. Identification Nos. of above persons (entities only).

Zell General Partnership, Inc.  FEIN 36-3716786
--------------------------------------------------------------------------------
2.   Check the Appropriate Box If a Member of a Group (See Instructions) 
     (a) [_]
     (b) [x]
--------------------------------------------------------------------------------
3.   SEC Use Only

--------------------------------------------------------------------------------
4.   Source of Funds (See Instructions)

WC
--------------------------------------------------------------------------------
5.   Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     or 2(e) [_]

--------------------------------------------------------------------------------
6.   Citizenship or Place of Organization

Delaware
--------------------------------------------------------------------------------
               7.   Sole Voting Power
  NUMBER OF                                          13,275
   SHARES      _________________________________________________________________
BENEFICIALLY   8.   Shared Voting Power
 OWNED BY                                            0
    EACH       _________________________________________________________________
  REPORTING    9.   Sole Dispositive Power
   PERSON                                            13,275
    WITH       _________________________________________________________________
               10.  Shared Dispositive Power
                                                     0
--------------------------------------------------------------------------------
11.  Aggregate Amount Beneficially Owned by Each Reporting Person

13,275
--------------------------------------------------------------------------------
12.  Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
     Instructions) [_]
--------------------------------------------------------------------------------
13.  Percent of Class Represented by Amount in Row (11)

0.2% (1)
--------------------------------------------------------------------------------
14.  Type of Reporting Person (See Instructions)

OO
--------------------------------------------------------------------------------

(1) Calculated based upon 7,878,900 shares of Issuer's Common Stock outstanding
as of the date of execution of the Acquisition Agreement, as set forth therein.





This  amendment  amends the Schedule 13D dated  December 27, 2001 (as previously
amended from time to time, the "Schedule  13D"),  and is filed by  Samstock/SIT,
L.L.C.,  a Delaware limited  liability  company  ("Samstock/SIT"),  Zell General
Partnership, Inc., an Illinois corporation ("ZGP"), Storage Acquisition Company,
L.L.C.,  a  Delaware  limited  liability   company  ("SAC"),   EGI-Fund  (02-04)
Investors,  L.L.C., a Delaware  limited  liability  company ("Fund 02-04"),  and
Joseph Gantz, an individual  ("Gantz"),  with respect to the common stock, $0.01
par value (the "Common Stock"), of Home Products International, Inc., a Delaware
corporation  ("Issuer"),  which has its principal executive offices at 4501 West
47th Street, Chicago, Illinois 60632.

Schedule 13D is hereby amended to add  EGI-Managing  Member (02-04),  L.L.C.,  a
Delaware limited liability company ("Managing Member"), SZ Investments,  L.L.C.,
a Delaware limited liability company ("SZ Investments"), and Chai Trust Company,
L.L.C.,   an  Illinois  limited   liability   company  ("Chai";   together  with
Samstock/SIT,  ZGP, SAC, Fund 02-04, Gantz,  Managing Member and SZ Investments,
the "Reporting  Persons") as Reporting Persons, and to amend Items 3, 4, 6 and 7
of the Schedule 13D as follows:

ITEM 3.  Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following thereto:

The  Tender  Offer  described  in Item 4 below will be funded  with the  working
capital of SAC. Assuming all outstanding shares of Common Stock are accepted for
payment in the Tender Offer,  approximately  $17,700,000  will be paid by SAC to
the sellers tendering shares of Common Stock in the Tender Offer.

Fund 02-04,  Walnut  Investment  Partners,  L.P. a Delaware limited  partnership
("Walnut"),  and  Triyar  Capital,  LLC, a Delaware  limited  liability  company
("Triyar"),  which is the managing member of Triyar Storage Investment  Company,
LLC, a Delaware  limited  liability  company  ("TSIC"),  have each  entered into
separate  Agreements  Regarding Funding,  described below, with Issuer providing
for  contributions  to the  capital of SAC  sufficient  to fund the  purchase of
shares of Common Stock tendered in the Tender Offer.

Separately,  Fund 02-04, Walnut, TSIC, and Gantz have entered into the Investors
Agreement,  described below, with respect to their relative  obligations to make
contributions  to the capital of SAC prior to  consummation  of the Tender Offer
and to provide for the funding of expenses and other  amounts that SAC may incur
or  become  liable  for in  connection  with the  Tender  Offer.  The  Investors
Agreement contemplates that other investors may be added as members to SAC prior
to the  consummation  of the Tender Offer.  Contributions  to SAC by Fund 02-04,
Walnut  and  TSIC  will be made  from  the  working  capital  of such  entities.
Contributions to SAC by the other contributing  members of SAC will be made from
the personal funds of such persons.

ITEM 4.  PURPOSE OF THE TRANSACTION

Item 4 is hereby amended by adding the following thereto:

On October 28, 2004, SAC and the Issuer  entered into an  Acquisition  Agreement
(the "Acquisition Agreement"),  pursuant to the terms of which SAC has agreed to
commence a tender offer to purchase  for cash all of the issued and  outstanding
shares  of  Common  Stock of the  Issuer at a price of $2.25 per share of Common
Stock (the  "Tender  Offer").  A copy of the  Acquisition  Agreement is attached
hereto as Exhibit 7. The Tender  Offer is subject to a minimum  tender of eighty
percent  (80%) of the shares of Common  Stock that are  outstanding  immediately
prior to the "Share  Acceptance"  (as such term is defined  therein) and are not
held by any  member  of a  "Filing  Group"  (as such  term is  defined  therein)
(determined  on a  primary  basis,  without  giving  effect to the  exercise  or
conversion  of any  then-outstanding  options,  warrants,  or  other  rights  to
acquire,  or securities  convertible  into or exercisable  for, shares of Common
Stock).  The Tender Offer does not provide for any transaction (such as a merger
or stock split) to follow its completion.  The conditions  precedent to, and the
other  material  terms of,  the  Tender  Offer  are more  fully set forth in the
Acquisition Agreement.

The Issuer has advised the Reporting Persons that, prior to the execution of the
Acquisition   Agreement,   the  Issuer  terminated  the  Existing  Agreement  in
accordance with its terms.

On October 28, 2004,  SAC,  Fund 02-04,  Gantz,  Walnut,  TSIC and certain other
parties  entered  into  an  Investors  Agreement  (the  "Investors  Agreement"),
pursuant  to the  terms of which  the  members  of SAC  agreed  to make  certain
contributions  to SAC of cash and/or  shares of Common  Stock prior to the Share
Acceptance.  In addition,  on October 28, 2004,  each of Fund 02-04,  Walnut and
Triyar delivered to the Issuer Agreements Regarding Funding (each, an "Agreement
Regarding  Funding"),  pursuant  to the terms of which  Fund  02-04,  Walnut and
Triyar  agreed,  prior to the Share  Acceptance,  to  provide  funding to SAC in
amounts set forth  therein,  or such lesser amount as is necessary to capitalize
SAC with  aggregate  cash and/or equity  investments  from all investors in SAC.
Copies of the  Investors  Agreement  and the  Agreements  Regarding  Funding are
attached hereto as Exhibits 8 and 9.

On October  28,  2004,  Gantz and SAC  entered  into a Voting  Agreement  and an
Irrevocable Proxy (together,  the "Voting  Agreement")  pursuant to the terms of
which SAC  granted  to Gantz an  irrevocable  proxy to vote all shares of Common
Stock then owned or  thereafter  acquired by SAC with respect to the election of
members of the Board of Directors of the Issuer (the "Board").  Under the Voting
Agreement, Gantz has the right to designate a majority of the individuals listed
as "Board  Designees"  (as such term is defined  therein) in the written  notice
provided  by SAC to the  Issuer  pursuant  to  Section  1.03 of the  Acquisition
Agreement,  and those  individuals  shall be identified as designees of Gantz in
such notice; provided, that, if the total number of Board Designees is nine (9),
Gantz  shall have the right to  designate  six (6) such  members,  and SAC shall
retain  the right to  designate  three (3) such  members.  At each  election  of
directors thereafter,  Gantz shall have a right to designate and direct the vote
for the minimum  number of directors  necessary to  constitute a majority of the
directors  then standing for election,  and SAC shall have the right to vote for
the  balance of such  directors.  In the case of any  vacancy on the Board to be
filled by  stockholder  action with respect to a director  designated  by Gantz,
Gantz shall have the right to designate and direct the vote for such  director's
successor.  In the event of any vacancy on the Board to be filled by stockholder
action with respect to a director designated by SAC, SAC shall have the right to
designate  and direct the vote for such  director's  successor.  The term of the
Voting Agreement shall continue until the parties unanimously agree to terminate
the Voting  Agreement or until the earliest of (i) the date on which none of the
"Notes"  (as such term is defined  therein)  are  outstanding;  (ii) the date on
which  such Notes and the  "Indenture"  (as such term is  defined  therein)  are
satisfied and discharged or the Indenture ceases to be in effect; (iii) the date
of  defeasance  in whole of the  Issuer's  obligations  under  the Notes and the
Indenture;  and (iv) the  death of  Gantz.  A copy of the  Voting  Agreement  is
attached hereto as Exhibit 10.

On October 28, 2004,  SAC, Fund 02-04,  Gantz,  Walnut and certain other parties
thereto  entered into a Board  Composition  Agreement  (the "Board  Agreement").
Pursuant to the terms of the Board Agreement, the parties thereto agreed to take
such action as is  necessary  or  appropriate  to ensure  that,  after the Share
Acceptance,  the  Board  consist  of a total of nine  directors  with  staggered
membership,  such that the term of office of the first class of three  directors
expires at the first  annual  meeting  after the Share  Acceptance;  the term of
office of the second  class of three  directors  expires  at the  second  annual
meeting  after the Share  Acceptance;  the term of office of the third  class of
three directors  expires at the third annual meeting after the Share Acceptance;
and the subsequent  terms of each class expire at the third  anniversary of each
such date, respectively.  The parties to the Board Agreement also agreed to take
such action to ensure that the  Certificate of  Incorporation  and bylaws of the
Issuer  permit the removal of a director by the Issuer's  stockholders  only for
cause.  Furthermore,  under the Board Agreement,  each party thereto, other than
Gantz,  agrees to tender for  purchase in the Tender  Offer all shares of Common
Stock  held by it,  or any  affiliate  thereof,  immediately  prior to the Share
Acceptance (other than shares of Common Stock which are contributed to SAC prior
to the Share  Acceptance).  A copy of the Board  Agreement is attached hereto as
Exhibit 11.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER

Item 6 is hereby amended and restated in its entirety as follows:

Except  for the  Joint  Filing  Agreement  attached  hereto  as  Exhibit  1, the
Investors' proposal attached hereto as Exhibit 2, the Confidentiality  Agreement
attached hereto as Exhibit 3, the Revised Proposal attached hereto as Exhibit 4,
the Amended and Restated Joint Filing  Agreement dated October 21, 2004 attached
hereto as Exhibit 5, the Power of  Attorney  dated  October  21,  2004  attached
hereto as Exhibit 6, the Acquisition Agreement attached hereto as Exhibit 7, the
Investors  Agreement  attached  hereto as  Exhibit 8, the  Agreements  Regarding
Funding  attached hereto as Exhibit 9, the Voting  Agreement  attached hereto as
Exhibit 10, the Board  Agreement  attached hereto as Exhibit 11, the Amended and
Restated  Joint  Filing  Agreement  dated  October 26, 2004  attached  hereto as
Exhibit 12, and the Powers of Attorney dated October 26, 2004 attached hereto as
Exhibit 13, no Reporting  Person,  nor, to the best  knowledge of the  Reporting
Persons,  SIT,  EGI, or any of the  persons  set forth in Item 2 above,  has any
contract,  arrangement,  understanding  or  relationship  with any  person  with
respect to any securities of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended by adding the following:

         Exhibit 7-        Acquisition  Agreement dated October 28, 2004 
                           and made by and between SAC and Issuer

         Exhibit 8-        Investors Agreement dated October 28, 2004 and
                           made by and among SAC, Fund 02-04, Gantz, Walnut and
                           certain other parties thereto

         Exhibit 9-        Agreements Regarding Funding dated October 28,
                           2004 and made by Fund 02-04, Walnut and Triyar in
                           favor of Issuer

         Exhibit 10-       Voting Agreement and Irrevocable Proxy dated
                           October 28, 2004 and made by and between Gantz and
                           SAC

         Exhibit 11-       Board Composition Agreement dated October 28,
                           2004 made by and among SAC, Fund 02-04, Gantz, Walnut
                           and certain other parties thereto

         Exhibit 12-       Amended and Restated Joint Filing  Agreement  dated
                           October 26, 2004 among the Reporting Persons and 
                           Walnut

         Exhibit 13-       Power of Attorney  dated  October  26, 2004 by Gantz,
                           each in favor of F. Mark Reuter, SAC and Fund 02-04





                                INDEX TO EXHIBITS - SCHEDULE 13D/A


         Exhibit 7-        Acquisition  Agreement dated October 28, 2004 
                           and made by and between SAC and Issuer

         Exhibit 8-        Investors Agreement dated October 28, 2004 and
                           made by and among SAC, Fund 02-04, Gantz, Walnut and
                           certain other parties thereto

         Exhibit 9-        Agreements Regarding Funding dated October 28,
                           2004 and made by Fund 02-04, Walnut and Triyar in
                           favor of Issuer

         Exhibit 10-       Voting Agreement and Irrevocable Proxy dated
                           October 28, 2004 and made by and between Gantz and
                           SAC

         Exhibit 11-       Board Composition Agreement dated October 28,
                           2004 made by and among SAC, Fund 02-04, Gantz, Walnut
                           and certain other parties thereto

         Exhibit 12-       Amended and Restated Joint Filing  Agreement  dated
                           October 26, 2004 among the Reporting Persons and 
                           Walnut

         Exhibit 13-       Power of Attorney  dated  October  26, 2004 by Gantz,
                           each in favor of F. Mark Reuter, SAC and Fund 02-04








                                    EXHIBIT 7

                              ACQUISITION AGREEMENT

This ACQUISITION  AGREEMENT is dated as of October 28, 2004 (this  "Agreement"),
by and between Storage Acquisition Company, L.L.C., a Delaware limited liability
company  ("Acquirer"),  and  Home  Products  International,   Inc.,  a  Delaware
corporation (the "Company").  Certain defined terms are defined below in Section
8.03.

WHEREAS,  Acquirer has proposed  acquiring  all of the  outstanding  shares (the
"Shares")  of common  stock,  par value  $0.01 per share,  of the  Company  (the
"Company  Common  Stock")  pursuant to the Offer (as defined  herein) and at the
price provided for herein as the Offer Price;

WHEREAS, a special committee (the "Special Committee") of the Board of Directors
of the Company  (including the Special  Committee,  the "Company Board") and the
Board of Directors of Acquirer each have approved,  and determined that it is in
the best interests of their respective companies and stockholders to consummate,
the Offer and the other transactions provided for herein;

WHEREAS,  the  Company  and  Acquirer  desire to make  certain  representations,
warranties,  covenants and  agreements in connection  with the Offer and also to
prescribe various conditions to the consummation of the Offer; and

WHEREAS,  immediately  prior to the  execution  of this  Agreement,  the Company
terminated the Agreement and Plan of Merger,  dated as of June 2, 2004, with JRT
Acquisition Company in accordance with its terms.

NOW,  THEREFORE,  in  consideration  of the foregoing  and the  representations,
warranties,  covenants and agreements  set forth herein,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  intending to be legally bound hereby, the parties hereto agree as
follows:

                                    ARTICLE I
                                  TENDER OFFER

Section 1.01 The Offer.

(a) Provided this Agreement  shall not have been  terminated in accordance  with
Section  7.01 and  subject  to the  conditions  of this  Agreement  set forth in
Section  6.01 as  promptly  as  practicable,  but in no event less than ten (10)
business days after the public  announcement of the execution of this Agreement,
Acquirer shall  commence  (within the meaning of Rule 14d-2 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), an offer (the "Offer") to
purchase for cash all of the issued and  outstanding  Shares at a price of $2.25
per Share,  net to the seller in cash (such price, or such other price per Share
as may be paid in the Offer,  being  referred  to herein as the "Offer  Price"),
subject to reduction  only for any  applicable  federal  back-up  withholding or
stock transfer taxes payable by such seller. The Company shall not tender Shares
held by it or any of its Subsidiaries  pursuant to the Offer. Acquirer shall, on
the terms and subject to the prior  satisfaction  or waiver of the conditions to
the Offer set forth in Section 6.01, and to its rights to extend the Offer under
Section 1.01(b), accept for payment and pay for Shares tendered as soon as it is
legally permitted to do so under applicable law.

(b) The  Offer  shall be made by means of an offer to  purchase  (the  "Offer to
Purchase")  containing  the terms set forth in this Agreement and the conditions
set forth in Section 6.01 hereto and  providing for an initial  expiration  date
(the "Expiration  Date",  which term shall also indicate any later date to which
the Offer is extended in accordance with this Agreement) of twenty (20) business
days  (as  defined  in Rule  14d-1  under  the  Exchange  Act)  from the date of
commencement  of the  Offer.  Acquirer  shall not  decrease  the Offer  Price or
decrease the number of Shares sought in the Offer,  amend the  conditions to the
Offer set forth in Section 6.01 or impose conditions to the Offer in addition to
those set forth in  Section  6.01,  without  the prior  written  consent  of the
Company,  authorized by the Special  Committee.  Acquirer  shall (which will not
require the consent of the Company),  (A) extend the Offer for the shortest time
periods which it reasonably believes are necessary, in one or more such periods,
if any, to satisfy any such  condition  that has not by then been  satisfied (or
waived by Acquirer in its  discretion  to the extent  permitted by Section 6.03)
and (B) if, on the Expiration  Date,  the number of Shares validly  tendered and
not withdrawn  pursuant to the Offer is less than  eighty-five  percent (85%) of
the Shares  that are  outstanding  and not held by any member of a Filing  Group
(determined  on a fully  diluted  basis,  after giving effect to the exercise or
conversion of all options, rights and securities exercisable or convertible into
voting securities of the Company),  extend the Offer for up to ten (10) business
days,  notwithstanding that all the conditions to the Offer were satisfied as of
the date such extension.  In addition, (A) the Offer Price may be increased,  in
which  event  the Offer  shall be  extended  to the  extent  required  by law in
connection with such increase,  in each case without the consent of the Company,
and (B)  Acquirer  may,  under the terms of the Offer,  provide for a subsequent
offering  period of up to ten (10) business days in accordance  with Rule 14d-11
of the Exchange Act following the Share Acceptance.

(c) On the date the Offer is  commenced,  Acquirer  shall  file with the  United
States  Securities and Exchange  Commission (the "SEC") a Tender Offer Statement
on Schedule  TO with  respect to the Offer  (together  with all  amendments  and
supplements thereto and including the exhibits thereto,  the "Schedule TO"). The
Schedule  TO shall  contain  or shall  incorporate  by  reference  the  Offer to
Purchase  and a form of letter of  transmittal  and summary  advertisement  (the
"Schedule  TO, the Offer to  Purchase  and  related  letter of  transmittal  and
related  summary  advertisement,  together with any amendments  and  supplements
thereto,  collectively the "Offer Documents").  The Offer Documents shall comply
in all material  respects with the provisions of applicable  federal  securities
laws and, on the date filed with the SEC and on the date first  published,  sent
or given to the Company's  stockholders,  shall not contain any untrue statement
of a material  fact or omit to state any  material  fact  required  to be stated
therein or necessary in order to make the  statements  therein,  in light of the
circumstances  under  which  they were  made,  not  misleading,  except  that no
representation shall be made by Acquirer with respect to information supplied by
the Company for inclusion in the Offer  Documents.  Acquirer  shall further take
all steps necessary to cause the Offer Documents to be filed with the SEC and to
be disseminated to holders of Shares, in each case as and to the extent required
by applicable  federal  securities  laws. Each of Acquirer and the Company shall
promptly  correct any information  provided by it for use in the Offer Documents
if and to the  extent  that it shall have  become  false and  misleading  in any
material  respect prior to the Expiration  Date and Acquirer  further shall take
all steps  necessary  to cause the Offer  Documents  as so corrected to be filed
with the SEC and to be disseminated to holders of Shares, in each case as and to
the extent required by applicable  federal  securities laws. The Company and its
counsel  shall be given an  opportunity  to review  and  comment  upon the Offer
Documents (and shall provide any comments thereon as soon as practicable)  prior
to the filing  thereof with the SEC. In addition,  Acquirer shall provide to the
Company and its counsel in writing any comments that Acquirer or its counsel may
receive from the SEC or its staff with respect to the Offer  Documents  promptly
after  receipt  of  such  comments  and  copies  of any  written  responses  and
telephonic notification of any verbal responses by Acquirer or its counsel.

(d)  Prior to the  Share  Acceptance,  there  shall  have  been  contributed  to
Acquirer,  or shall have been properly  tendered and not withdrawn in the Offer,
all Shares beneficially owned by any member of Acquirer or any member of a group
that has filed a Schedule 13D under the  Exchange  Act (a "Filing  Group") as to
which  Acquirer  or any of its  members is a  signatory  (except for 1530 Shares
owned by one member of the Acquirer Group).

Section 1.02 Company Actions.

(a) The Company  hereby  approves of and consents to the Offer.  The Company has
been  authorized  by Mesirow  Financial,  Inc.  to permit the  inclusion  of the
fairness opinion referenced in Section 2.09 (including a description thereof) in
the Offer  Documents.  The Company hereby consents to the inclusion in the Offer
Documents of the  recommendation  of the Special Committee and the Company Board
described in Sections 2.04(b) and (c).

(b) Concurrently with the commencement of the Offer or as promptly thereafter as
practicable,  the Company shall file with the SEC a Solicitation/ Recommendation
Statement  on Schedule  14D-9  (together  with all  amendments  and  supplements
thereto and including the exhibits  thereto,  the "Schedule  14D-9") which shall
contain  the  recommendations  referred  to in  Sections  2.04(b)  and (c).  The
Schedule  14D-9 shall comply in all material  respects  with the  provisions  of
applicable  federal  securities  laws and, on the date filed with the SEC and on
the date first published, sent or given to the Company's stockholders, shall not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  except  that no  representation  is or shall be made by the Company
with  respect to  information  supplied by  Acquirer or any other  member of the
Acquirer Group or their  Representatives,  for inclusion in the Schedule  14D-9.
The Company  further shall take all steps  necessary to cause the Schedule 14D-9
to be filed with the SEC and to be  disseminated  to holders of Shares,  in each
case as and to the extent required by applicable  federal  securities  laws, and
shall mail such Schedule 14D-9 to the stockholders of the Company promptly after
commencement  of the Offer.  Each of the Company  and  Acquirer  shall  promptly
correct any  information  provided by it for use in the Schedule 14D-9 if and to
the extent  that it shall  have  become  false and  misleading  in any  material
respect  and the Company  further  shall take all steps  necessary  to cause the
Schedule  14D-9 as so corrected to be filed with the SEC and to be  disseminated
to holders of Shares,  in each case as and to the extent  required by applicable
federal securities laws.  Acquirer and its counsel shall be given an opportunity
to review and comment  upon the Schedule  14D-9 (and shall  provide any comments
thereon as soon as  practicable)  prior to the filing  thereof  with the SEC. In
addition,  the Company  shall provide to Acquirer and its counsel in writing any
comments  that the Company or its counsel may receive  from the SEC or its staff
with respect to the Schedule  14D-9  promptly after receipt of such comments and
copies of any  written  responses  and  telephonic  notification  of any  verbal
responses by the Company or its counsel.

(c) In connection with the Offer, the Company shall promptly furnish or cause to
be furnished to Acquirer  mailing  labels,  security  position  listings and any
available  listing or computer  file  containing  the names and addresses of the
record holders of the Shares as of a recent date, and shall promptly furnish, or
cause to be  furnished,  to  Acquirer  such  additional  information,  including
updated lists of stockholders,  mailing labels and security  position  listings,
and such  other  information  and  assistance  as  Acquirer  or its  agents  may
reasonably  request  in  communicating  the  Offer  to the  stockholders  of the
Company.

Section  1.03  Directors.  Prior to the filing by the  Company  of the  Schedule
14D-9,  Acquirer  shall give the  Company  written  notice of the names of those
individuals  (the "Board  Designees")  whom Acquirer has  designated  (including
those  designated by another  member of the Acquirer Group pursuant to the Board
Authorizing  Agreements)  to be the members of the Company Board as and from the
first  acceptance  for payment by Acquirer  of Shares  tendered  pursuant to the
Offer (the "Share  Acceptance").  Acquirer shall be solely  responsible  for any
information  with respect to itself and the Board Designees  required by Section
14(f) of the Exchange Act and Rule 14f-1 promulgated  thereunder and the Company
shall include such information, as well as the information required with respect
to itself and its officers and directors by Section 14(f) and Rule 14f-1, in the
Schedule 14D-9. The Company shall, upon request by Acquirer, take such action as
is necessary so that,  effective as and from the Share  Acceptance,  the size of
the Company  Board shall be  increased as necessary to equal the number of Board
Designees and the Company Board shall consist solely of the Board Designees (who
thereafter  shall  serve until the  earlier of their  resignation  or removal or
until their  respective  successors are duly elected and qualified,  as the case
may  be),  and the  Board  Designees  shall be  approved  as  successors  to the
directors in office as of immediately prior to the Share Acceptance.

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce Acquirer to enter into this Agreement and make the Offer, the
Company represents and warrants to Acquirer that, except to the extent set forth
in any of the Company SEC Documents  (as defined  below) and except as set forth
in the  letter  dated  as of the date of this  Agreement  from  the  Company  to
Acquirer (the "Company Disclosure Letter"):

Section  2.01  Organization,  Standing  and Power.  The  Company and each of its
subsidiaries  (the  "Company  Subsidiaries")  (a)  is  duly  organized,  validly
existing and in good standing under the laws of the  jurisdiction in which it is
organized,  (b) has full  corporate  or  other  power,  as the case may be,  and
authority to transact its business as presently  conducted,  (c)  possesses  all
governmental  franchises,   licenses,  permits,   authorizations  and  approvals
necessary to enable it to own, lease or otherwise hold its properties and assets
and to conduct its business as presently conducted, and (d) is duly qualified to
do  business  in each  jurisdiction  where  the  nature of its  business  or the
ownership or leasing of its properties make such qualification necessary, except
in the case of clauses (c) and (d) above for failures which,  individually or in
the aggregate,  would not have or result in a Company  Material  Adverse Effect.
The Company has made available to Acquirer and its  Representatives  (as defined
in Section 8.03) true and complete copies of the certificate of incorporation of
the Company,  as amended through the date of this Agreement (as so amended,  the
"Company Charter"),  and the by-laws of the Company, as amended through the date
of this  Agreement (as so amended,  the "Company  By-laws"),  and the comparable
charter and organizational documents of each Company Subsidiary, in each case as
amended through the date of this Agreement.

Section 2.02 Company Subsidiaries; Equity Interests. Section 2.02 of the Company
Disclosure  Letter sets forth, as of the date of this Agreement,  a list of each
Company  Subsidiary and its  jurisdiction of  organization.  All the outstanding
shares of capital stock of each Company  Subsidiary (a) are duly  authorized and
have been validly  issued and are fully paid and  nonassessable,  as applicable,
and free of  preemptive  rights  and (b) are owned by the  Company,  by  another
Company  Subsidiary or by the Company and another Company  Subsidiary,  free and
clear of all  pledges,  liens,  charges,  mortgages,  encumbrances  and security
interests of any kind or nature whatsoever  (collectively,  "Liens"),  except in
the case of subsections (a) and (b) for failures  which,  individually or in the
aggregate,  would not have or result in a Company Material Adverse Effect. There
are no Contracts (as defined in Section 2.05(a)) or arrangements with respect to
the  ownership,  voting or  disposition  of any  shares of stock of any  Company
Subsidiary.

Section 2.03 Capital Structure.

(a) The authorized capital stock of the Company consists of 15,000,000 shares of
Company Common Stock and 500,000 shares of preferred  stock, par value $0.01 per
share (the "Company  Preferred  Stock"),  and together  with the Company  Common
Stock, the "Company Capital Stock"). On the date hereof, (i) 7,878,900 shares of
Company Common Stock were issued and outstanding, (ii) 822,394 shares of Company
Common Stock were held by the Company in its treasury,  (iii) 864,216  shares of
Company  Common Stock were subject to  outstanding  and  unexercised  options to
purchase  shares of Company  Common Stock  issued  under any Company  Stock Plan
(collectively,  the "Company  Stock  Options"),  (iv) 151,610  shares of Company
Common  Stock were  reserved for  issuance  pursuant to future  awards under the
Company's  1999  Directors'  Restricted  Stock Plan and the Company's  Executive
Incentive  Plan,  (v) 1,132,554  additional  shares of Company Common Stock were
available  for issuance  under the Company  Stock Plans,  (vi) 79,204  shares of
Company  Common Stock were subject to  outstanding  warrants  held by GE Capital
Corporation and Deutsche Bank Securities,  Inc., (vii) 389,374 shares of Company
Common Stock were  reserved  for issuance  under the  Company's  Employee  Stock
Purchase  Plan,  (viii) no shares of Company  Common Stock were reserved for and
subject to issuance in connection with the rights (the "Company  Rights") issued
pursuant to the Rights  Agreement dated as of May 21, 1997,  between the Company
and  ChaseMellon  Shareholder  Services  L.L.C.,  as Rights Agent (the  "Company
Rights Agreement") and (ix) no shares of Company Preferred Stock were issued and
outstanding.  Except as set forth above, as of the date of this Agreement and as
of the Closing  Date,  no other  shares of Company  Capital  Stock were  issued,
reserved for issuance or outstanding.

(b)  Section  2.03(b) of the  Company  Disclosure  Letter  sets forth a true and
complete  list,  as of the  close  of  business  on  October  19,  2004,  of all
outstanding  Company  Stock  Options  and all other  rights,  if any,  issued or
granted by the Company to purchase or receive  Company Capital Stock or stock in
any Company  Subsidiary,  the number of shares subject thereto,  the grant dates
and exercise  prices thereof and the names of the holders  thereof.  The Company
has made available to Acquirer and its Representatives  true and complete copies
of all forms of option agreements  governing  Company Stock Options.  During the
period from  January 1, 2004 to the date of this  Agreement,  there have been no
issuances by the Company of shares of Company Capital Stock other than issuances
of shares of Company  Common  Stock  pursuant to the  exercise of Company  Stock
Options outstanding on such date pursuant to the terms thereof.

(c) All  outstanding  shares of Company  Capital  Stock are, and all such shares
that may be  issued  prior to the Share  Acceptance  will be when  issued,  duly
authorized,  validly issued,  fully paid and nonassessable and not subject to or
issued in violation of any purchase option, call option, right of first refusal,
preemptive right, subscription right or any similar right under any provision of
the Delaware  General  Corporation Law (the "DGCL"),  the Company  Charter,  the
Company  By-laws or any  Contract to which the  Company is a party or  otherwise
bound.

(d) There are no bonds,  debentures,  notes or other indebtedness of the Company
having the right to vote (or convertible into, or exchangeable  for,  securities
having  the right to vote) on any  matters on which  holders  of Company  Common
Stock may vote ("Voting Company Debt"). Except for the Company Stock Options and
the Company Rights, there are no options,  warrants, calls, rights,  convertible
or exchangeable  securities,  "phantom" stock rights, stock appreciation rights,
stock-based   performance  units,  profit   participation   rights,   rights  of
repurchase, other rights (other than rights that may have arisen under a Company
Stock  Plan)  linked to the price of  Company  Capital  Stock,  or  commitments,
Contracts,  arrangements or undertakings of any kind to which the Company or any
Company  Subsidiary  is a party or by which any of them is bound (i)  obligating
the Company or any Company Subsidiary to issue, deliver, sell or grant, or cause
to be issued,  delivered,  sold or granted additional shares of capital stock or
other voting  securities or equity interests in, or any security  convertible or
exchangeable  into or  exercisable  for any  capital  stock of or  other  voting
security or equity  interest  in, the Company or any Company  Subsidiary  or any
Voting Company Debt, or (ii) obligating the Company or any Company Subsidiary to
issue,  grant,  extend or enter  into any such  option,  warrant,  call,  right,
security, unit, commitment,  Contract, arrangement or undertaking. There are not
any outstanding contractual obligations of the Company or any Company Subsidiary
to  repurchase,  redeem or otherwise  acquire any shares of capital stock of the
Company or any Company  Subsidiary.  The Company has made  available to Acquirer
and  its  Representatives  a  true  and  complete  copy  of the  Company  Rights
Agreement, as amended to the date of this Agreement.

(e) Neither the  Company  nor any  Company  Subsidiary  is a party to any voting
agreement,  irrevocable  proxy or other  agreement with respect to the voting of
the Company Capital Stock.

(f) On the date hereof,  the number of holders of record of  outstanding  Shares
was less than 300.

Section 2.04 Authority; Execution and Delivery; Enforceability.

(a) The Company has all requisite  corporate  power and authority to execute and
deliver this  Agreement and to consummate  the Offer and the other  transactions
contemplated by this Agreement (the  "Transactions")  that are to be consummated
by the  Company,  all in  accordance  with  the  terms  of this  Agreement.  The
execution and delivery by the Company of this Agreement and the  consummation by
the Company of the  Transactions  in accordance with the terms of this Agreement
have been duly authorized by all necessary  corporate  action on the part of the
Company  and no  other  corporate  proceedings  on the part of the  Company  are
necessary  to approve this  Agreement or to  consummate  the  Transactions.  The
Company has duly  executed  and  delivered  this  Agreement,  and,  assuming due
execution and delivery hereof by Acquirer, this Agreement constitutes the legal,
valid  and  binding  obligation  of  the  Company,  enforceable  against  it  in
accordance  with  its  terms,  subject  to  bankruptcy,  insolvency,  fraudulent
transfer, moratorium and other similar Laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

(b) The Special Committee, which consists of all the non-employee members of the
Company Board, at a meeting duly called and held,  duly and unanimously  adopted
resolutions (i)  determining  that the terms and conditions of the Offer and the
other  Transactions  are fair to, and in the best  interest  of,  the  Company's
stockholders,  (ii) approving this Agreement,  (iii) recommending that the Board
of Directors of the Company approve this Agreement,  and (iv)  recommending that
the Board of Directors of the Company  resolve to recommend  that the  Company's
stockholders accept the Offer and tender their Shares thereunder to Acquirer.

(c) The Board of Directors  of the  Company,  at a meeting duly called and held,
duly adopted  resolutions  (i)  determining  that the terms of the Offer and the
other  Transactions  are fair to, and in the best  interests  of, the  Company's
stockholders,  (ii) approving this Agreement,  and (iii)  recommending  that the
Company's  stockholders  accept the Offer and tender their Shares  thereunder to
Acquirer.  Such  resolutions and the previous actions taken by the Company Board
are sufficient to render  inapplicable the provisions of Section 203 of the DGCL
to (A) this  Agreement,  (B) the  consummation  of the  Offer  and (C) the other
Transactions.  No other state takeover  statute or similar statute or regulation
applies or purports to apply to the Company with respect to this Agreement,  the
Offer or any other Transaction.

Section 2.05 No Conflicts; Consents.

(a) The  execution  and delivery of this  Agreement by the Company does not, and
the  consummation of the  Transactions  will not, (i) violate any statute,  law,
ordinance,  rule  or  regulation  ("Law")  or  any  judgment,  order  or  decree
("Judgment"), in each case applicable to the Company or by which its property is
bound,  (ii) violate the certificate of  incorporation or by-laws (or comparable
organizational  document)  of the  Company or any Company  Subsidiary,  or (iii)
result in any breach of or  constitute  a default (or an event which with notice
or lapse of time or both  would  become a  default)  under,  or give  others any
rights of  termination or  cancellation  of, or result in the creation of a Lien
(other than a Permitted  Lien) on any of the properties or assets of the Company
or any Company  Subsidiary under any provision of any contract  (whether written
or oral), lease, license, indenture, note, bond, agreement,  permit, concession,
franchise or other  instrument  (other than a Company Benefit Plan) or permit to
which the Company or any Company  Subsidiary is a party or by which any of their
respective properties or assets is bound (collectively,  "Contracts"), except in
the case of clauses (i) and (iii) for  violations,  breaches or defaults  which,
individually or in the aggregate, would not have or result in a Company Material
Adverse Effect.

(b) No consent,  approval,  license, permit, order or authorization  ("Consent")
of, or registration, declaration or filing with, or permit from, any domestic or
foreign  (whether  national,  federal,  state,  provincial,  local or otherwise)
government  or any court of  competent  jurisdiction,  administrative  agency or
commission  or other  governmental  authority  or  instrumentality,  domestic or
foreign  (each, a  "Governmental  Entity") is required to be obtained or made by
the Company or any Company Subsidiary in connection with the execution, delivery
and  performance  of this  Agreement by the Company or the  consummation  of the
Transactions, the failure of which to submit or obtain would, individually or in
the aggregate,  have or result in a Company Material Adverse Effect,  other than
(i) the filing with the SEC of the Schedule TO and the  Schedule  14D-9 and such
reports  under  Sections  13 and 16 of the  Exchange  Act as may be  required in
connection with this Agreement and the Transactions, (ii) such filings as may be
required in  connection  with the Taxes  described in Section  5.08,  (iii) such
filings as may be required  under the rules and  regulations of The NASDAQ Stock
Market, Inc., (iv) requirements,  if any, under Competition Laws, (v) applicable
state  securities  or "blue  sky" laws and the  securities  laws of any  foreign
country and (vi) such other items required solely by reason of the participation
of Acquirer or its stockholders or affiliates in the Transactions.

(c) The Company and the Company  Board have taken such action as is necessary to
(i) render the Company Rights inapplicable to (A) this Agreement,  (B) the Offer
and (C) the other Transactions, and (ii) ensure that (A) neither of Acquirer nor
any of its members,  affiliates  or  associates  is or will become an "Acquiring
Person"  (as  defined  in the  Company  Rights  Agreement)  by  reason  of  this
Agreement,  the  consummation  of the Offer or any other  Transaction  and (B) a
"Distribution Date" (as defined in the Company Rights Agreement) shall not occur
by reason of this Agreement, the Offer or any other Transaction.

Section 2.06 SEC Documents; Undisclosed Liabilities.

(a) The Company has filed all reports,  schedules,  forms,  statements and other
documents required to be filed by the Company with the SEC since January 1, 2003
(the "Company SEC Documents").

(b) As of its respective date, each Company SEC Document  complied as to form in
all  material  respects  with  the  requirements  of  the  Exchange  Act  or the
Securities Act of 1933, as amended (the  "Securities  Act"), as the case may be,
and the rules and  regulations of the SEC promulgated  thereunder  applicable to
such  Company  SEC  Document,  and did not  contain  any untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made,  not  misleading,  except to the extent  modified or
corrected prior to the date hereof by a subsequently filed Company SEC Document.
The consolidated financial statements, including the notes thereto (the "Company
Financial  Statements"),  of the Company  included in the Company SEC  Documents
comply in all material respects with applicable accounting  requirements and the
published rules and regulations of the SEC with respect  thereto,  were prepared
in accordance with generally accepted accounting principles ("GAAP") (except, in
the case of unaudited statements,  as permitted by Form 10-Q of the SEC) applied
on a consistent basis during the periods involved (except as may be indicated in
the notes thereto) and fairly presented the consolidated  financial  position of
the Company and its  consolidated  subsidiaries  as of the dates thereof and the
consolidated  results of their  operations  and cash flows for the periods  then
ended (subject,  in the case of unaudited  statements,  to normal year-end audit
adjustments).

(c) Other than as disclosed in the Company Financial  Statements  (including the
notes thereto),  as of the date of this  Agreement,  neither the Company nor any
Company  Subsidiary has any  liabilities  or obligations of any nature  (whether
accrued,  absolute,  contingent or  otherwise),  other than (i)  liabilities  or
obligations  incurred  since June 26, 2004 in the  ordinary  course of business,
(ii)  liabilities and obligations  relating to, or incurred in connection  with,
the Transactions,  and (iii) liabilities and obligations which,  individually or
in the aggregate, would not have or result in a Company Material Adverse Effect.

(d) Neither the  Company  nor any Company  Subsidiary  is a party to, or has any
commitment to become a party to, any joint venture, partnership agreement or any
similar  Contract  (including  without  limitation any Contract  relating to any
transaction,  arrangement  or  relationship  between or among the Company or any
Company  Subsidiaries  on  the  one  hand,  and  any  unconsolidated  Affiliate,
including without limitation any structured finance,  special purpose or limited
purpose  entity or person,  on the other  hand)  where the  purpose or  intended
effect of such  arrangement is to avoid  disclosure of any material  transaction
involving the Company or any Company Subsidiaries in the Company's  consolidated
financial statements.

(e)  Except  as  disclosed  in the  Company  Financial  Statements,  there is no
outstanding  indebtedness  for  borrowed  money of the  Company  or any  Company
Subsidiary and there are no guarantees by the Company or any Company  Subsidiary
of indebtedness of third parties for borrowed money.

Section 2.07 Information Supplied.

(a) At the time the  Schedule  14D-9  is filed  with the SEC,  at any time it is
amended or supplemented or at the time it is first mailed to stockholders of the
Company, the Schedule 14D-9, as amended or supplemented,  will comply as to form
in all material  respects with the applicable  requirements  of the Exchange Act
and will not contain any untrue  statement  of a material  fact or omit to state
any material  fact  required to be stated  therein or necessary in order to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading,  except that no  representation or warranty is made by the
Company in this Section  2.07(a) with respect to statements made or incorporated
by reference therein based on information supplied by Acquirer, any other member
of the Acquirer Group or their Representatives for inclusion or incorporation by
reference in such documents.

(b) Each  document  required to be filed by the Company with the SEC or required
to be  distributed  or otherwise  disseminated  by the Company to the  Company's
stockholders  in connection  with the Offer and the other  Transactions  and any
amendments or supplements thereto, when filed,  distributed or disseminated,  as
applicable,  will comply as to form in all material respects with the applicable
requirements  of the  Exchange  Act and the  rules and  regulations  promulgated
thereunder,  except  that no  representation  or warranty is made by the Company
with respect to statements made or  incorporated  by reference  therein based on
information  supplied by Acquirer,  any other  member of the  Acquirer  Group or
their Representatives for inclusion or incorporation by reference therein.

Section 2.08 Brokers. No broker,  investment banker,  financial advisor or other
person, other than Mesirow Financial,  Inc., the fees and expenses of which will
be paid  by the  Company,  is  entitled  to any  broker's,  finder's,  financial
advisor's or other similar fee or commission in connection with the Transactions
based upon arrangements made by or on behalf of the Company.

Section 2.09 Opinion of Financial Advisor. Mesirow Financial, Inc. has delivered
an executed opinion to the Special Committee,  dated the date of this Agreement,
to the  effect  that,  as of such date and  subject  to the  qualifications  and
limitations  stated  therein,  the Offer Price is fair from a financial point of
view to the holders of Shares.  The Company  has  delivered a true and  complete
copy of such  executed  opinion to Acquirer  concurrently  with the execution of
this Agreement.

Section 2.10 Absence of Certain  Changes or Events.  Since June 26, 2004 through
the date of this Agreement, and except as contemplated by this Agreement (i) the
Company and the Company Subsidiaries have conducted their respective  businesses
only in the  ordinary  course of  business  and (ii)  there has not been:  (A) a
Company Material Adverse Effect;  (B) any declaration,  setting aside or payment
of any dividend or other distribution  (whether in cash, stock or property) with
respect to any of the Company's or any Company  Subsidiary's  capital stock; (C)
any purchase,  redemption or other acquisition of any shares of capital stock or
other  securities of the Company or the Company  Subsidiaries or the issuance of
any options,  warrants,  calls,  or rights to acquire such shares or securities;
(D) any  granting  by the Company or any  Company  Subsidiary  to any current or
former  director,  officer,  employee  or  consultant  (1)  of any  increase  in
compensation,  bonus or other  benefits,  or (2) of the  right  to  receive  any
severance or termination pay, or increases  therein;  or (E) any material change
in financial or tax accounting methods.

Section  2.11  Absence  of  Litigation;  Investigations.  There  are no  claims,
actions, suits, proceedings, governmental investigations, inquiries or subpoenas
pending or, to the knowledge of the Company,  threatened  against the Company or
any Company  Subsidiary,  or to the  knowledge  of the  Company,  any current or
former  supervisory  employee  of the  Company or any of its  Subsidiaries  with
respect to any acts or omissions in connection  with their  employment  with the
Company or any of its  Subsidiaries,  or any properties or assets of the Company
or of any Company  Subsidiaries.  Neither the Company nor any Company Subsidiary
is subject to any outstanding order,  judgment,  writ, injunction or decree that
could  reasonably be expected to result in a Company  Material Adverse Effect or
is reasonably expected to prevent or delay the consummation of the Transactions.
There have not been since January 1, 2002, nor are there currently, any internal
investigations  being conducted by management of the Company,  the Company Board
or any third party or  Governmental  Entity at the request of the Company  Board
concerning any financial,  accounting, Tax, conflict of interest,  self-dealing,
fraudulent or deceptive conduct or other misfeasance or malfeasance issues.

Section 2.12  Permits;  Compliance  with  Applicable  Laws.  The Company and the
Company  Subsidiaries  hold  all  permits,  licenses,   variances,   exemptions,
certificates,  authorizations, orders and approvals of all Governmental Entities
which are necessary to the lawful  operation of the  respective  business of the
Company and its Subsidiaries  (the "Permits"),  except where the failure to hold
such Permits could not  reasonably  be expected to result in a Company  Material
Adverse  Effect.  All such  Permits are in full force and effect and the Company
and the Company Subsidiaries are in compliance with the terms of the Permits and
all applicable statutes, laws, ordinances, rules and regulations,  judgments and
decrees,  except  where the failure so to maintain  such Permits or so to comply
could not reasonably be expected to result in a Company Material Adverse Effect.
The Company has not received any written  notice (that is existing and in effect
as of the date of this  Agreement)  to the effect that the Company or any of its
Subsidiaries  is not in  compliance  with the terms of the  Permits  or any such
statutes, laws, ordinances, rules, or regulations.

Section 2.13 Labor Matters.

(a) Section  2.13 of the Company  Disclosure  Letter sets forth the names,  hire
dates and titles,  employer name,  locality of residence (city or town, state or
province, and country), annual salary rate and 2003 total compensation of all of
the  Company's  and the Company  Subsidiaries'  employees who are paid an annual
base  salary  of at least  $100,000,  as of  September  15,  2004,  and  summary
information  with respect to the other  employees of the Company and the Company
Subsidiaries  (including numbers of employees by category). No present or former
employee of the  Company or any Company  Subsidiary  is the  beneficiary  of any
currently  effective  written  employment  agreement or  severance  agreement or
similar  agreement or arrangement  other than as set forth in Section 2.14(a) of
the Company Disclosure Letter.

(b) Section  2.13(b) of the Company  Disclosure  Letter sets forth a list of all
agreements  with labor  unions or  associations  representing  employees  of the
Company  or any  Company  Subsidiaries.  Neither  the  Company  nor any  Company
Subsidiary is involved in, or to the Company's  knowledge,  threatened  with any
work stoppage, labor dispute, arbitration,  lawsuit or administrative proceeding
relating to labor matters  involving the employees of the Company or any Company
Subsidiary that would,  individually or in the aggregate,  have or reasonably be
expected to have a Company Material Adverse Effect.

Section 2.14 Employee Benefit Matters.

(a) Section  2.14(a) of the Company  Disclosure  Letter lists (i) each currently
outstanding  loan from the Company to any  employee,  officer or director of the
Company or any Subsidiary,  as well as (ii) each pension,  profit and retirement
savings,  cafeteria,  severance,  disability,  death, medical,  welfare or other
benefit  plan,  program or  arrangement  (whether  oral or  written)  that is an
"employee  benefit  plan," as  defined in Section  3(3) of  Employee  Retirement
Income  Security  Act of 1974,  as  amended,  ("ERISA")  that is  subject to the
provisions of ERISA (collectively,  the "ERISA Benefit Plans") which the Company
or any entity, trade or business that is, together with the Company, required to
be treated as a single  employer  pursuant to Section 414 of the Code or Section
4001 of ERISA (a "Controlled  Group  Member")  sponsors or maintains or to which
the Company or such entity,  trade or business is required to contribute,  (iii)
each  deferred  compensation,  cash bonus,  stock  bonus,  performance  or other
incentive  compensation,  severance,  vacation,  paid time off or paid sick time
benefit plan,  program or  arrangement  (whether  oral or written),  that is not
governed by ERISA (collectively,  the "Non-ERISA Benefit Plans"),  providing any
such  benefits  to any  current or former  employee,  officer or director of the
Company  or any  Controlled  Group  Member  other  than,  in the case of  former
employees,  officers or  directors,  such  benefits for which the Company or any
Controlled  Group  Member has no current  liability or  obligation  (such plans,
agreements,  arrangements described in clauses (ii) and (iii) and related trusts
and related  agreements and arrangements  being  hereinafter  referred to as the
"Benefit Plans").  To the extent  applicable,  the Company has delivered or made
available to Acquirer  true and complete  copies of all written  Benefit  Plans,
summary plan  descriptions and all financial  statements,  actuarial reports and
annual reports and returns filed with the Internal Revenue Service or Department
of Labor with respect to the three (3) most recent filings made for such Benefit
Plans prior to the date hereof.

(b) Neither the Company nor any  Controlled  Group Member has any  obligation to
provide  health or other  welfare  benefits  to former,  retired  or  terminated
employees,  except as  specifically  required under Section 4980B of the Code or
Part 6 of Subtitle B of Title I of ERISA.

(c) Neither the Company nor any  Controlled  Group Member  maintains,  sponsors,
contributes  to, or has an  obligation  to  contribute  to,  or has  maintained,
sponsored,  contributed  to, or had an obligation to contribute to, any "defined
benefit plan" (within the meaning of Section 3(35) of ERISA),  any multiemployer
plan (within the meaning of Section  3(37) of ERISA),  or any multiple  employer
plan (within the meaning of Section 413 of the Code).

(d) No payment made or deemed made by the Company or any Company Subsidiary as a
result of the  Transactions  will be disallowed as a deduction by the Company or
such Company Subsidiary as a result of the limitations contained in Section 280G
of the Code,  and no such  payment will be subject to the excise tax pursuant to
Code Section 4999.

(e) Each  Benefit  Plan has  been  operated  and  administered  in all  material
respects  in  compliance  with its terms and  complies,  as  applicable,  in all
material  respects with the  requirements  of ERISA and the Code,  and all other
applicable laws. No "prohibited  transaction" (within the meaning of Section 406
of ERISA or Section  4975(c) of the Code) has occurred with respect to any ERISA
Benefit Plan.  Each Benefit Plan can be amended,  discontinued  or terminated at
any time  (including  after the Effective  Time) in  accordance  with its terms,
without liability (other than (A) liability for ordinary administrative expenses
typically  incurred  in a  termination  event,  or  (B)  liabilities  for  which
sufficient assets are set aside in a trust or insurance contract to satisfy such
liabilities  or which are  accrued on the  Company  Financial  Statements).  All
contributions  required to be made in  connection  with any Benefit Plan through
the date hereof have been timely made or, if not yet due,  have been  accrued on
the Company Financial Statements to the extent required to be accrued thereon.

Section 2.15 Environmental Matters.

(a) Each of the  Company  and  Company  Subsidiary  possesses  in full force and
effect all  Environmental  Permits  necessary  to  conduct  its  businesses  and
operations  as now being  conducted,  except  where the  failure to possess  and
maintain such  Environmental  Permits could not reasonably be expected to result
in a  Company  Material  Adverse  Effect.  None of the  Company  or any  Company
Subsidiary  has been  notified  in writing by any  Governmental  Entity that any
Environmental Permits will be modified,  suspended or revoked,  except when such
modification,  suspension  or  revocation  could not  reasonably  be expected to
result in a Company Material Adverse Effect.

(b) Each of the Company and the Company  Subsidiaries  is in compliance with all
applicable  Environmental Laws and the terms and conditions of all Environmental
Permits,  except where the failure to so comply could not reasonably be expected
to result in a Company  Material  Adverse  Effect.  None of the  Company  or the
Company   Subsidiaries   has  received  any  written   communication   from  any
Governmental  Entity or other Person that alleges that the Company or any of the
Company   Subsidiaries  has  violated  or  is,  or  may  be,  liable  under  any
Environmental  Law, and which  constitutes a potential  continuing  liability or
obligation of the Company.

(c) There are no past or pending or, to the knowledge of the Company, threatened
Environmental  Claims (i) against the Company or any Company  Subsidiary or (ii)
against any Person whose  liability for any  Environmental  Claim the Company or
any  Company  Subsidiary  has  retained  or  assumed,  either by  Contract or by
operation  of law,  and  none  of the  Company  or any  Company  Subsidiary  has
contractually  retained or assumed any  liabilities  or  obligations  that could
reasonably be expected to result in an  Environmental  Claim against the Company
or any Company Subsidiary.

(d) There have been no Releases of any Hazardous  Materials at, from, in, to, on
or under any real  properties  currently  or, to the  knowledge  of the Company,
previously owned,  leased, or utilized by the Company or any Company Subsidiary,
predecessors,  or Affiliates that could reasonably be expected to form the basis
of any Environmental Claim against the Company or any Company Subsidiary.

(e) Neither the Company nor any Company  Subsidiary,  predecessors or Affiliates
transported or arranged for the transportation,  treatment, storage, handling or
disposal  of  any  Hazardous  Materials  to any  off-site  location  that  could
reasonably be expected to result in an  Environmental  Claim against the Company
or any Company Subsidiary.

(f) There are no (i)  underground  storage  tanks,  active  or  abandoned,  (ii)
polychlorinated  biphenyl  containing  equipment  or (iii)  asbestos  containing
material within the leasehold of any site or building utilized by the Company or
any  Company  Subsidiary  that  could  reasonably  be  expected  to result in an
Environmental Claim against the Company or any Company Subsidiary.

(g) There have been no environmental  investigations,  studies,  material tests,
audits, reviews or other analyses conducted by, on behalf of, the Company or any
of its  Subsidiaries,  and which are in the possession or control of the Company
or any of its  Subsidiaries,  which have not been delivered or made available to
Acquirer.

(h) For purposes of this Agreement, the following defined terms shall apply:

     (i)  "Environmental  Claims"  means any and all actions,  orders,  decrees,
     suits, demands, directives,  claims, Liens, investigations,  proceedings or
     notices of violation by any  Governmental  Entity or other Person  alleging
     potential  responsibility  or liability arising out of, based on or related
     to (1) the presence,  Release or threatened Release of, or exposure to, any
     Hazardous Materials at any location or (2) circumstances  forming the basis
     of any violation or alleged violation of any  Environmental  Law, except in
     any case as could not  reasonably  be expected  to have a Company  Material
     Adverse Effect;

     (ii)  "Environmental  Laws"  means all laws,  rules,  regulations,  orders,
     decrees, common law, judgments or binding agreements issued, promulgated or
     entered into by or with any Governmental  Entity with applicable  authority
     over such matters relating to pollution or protection of the environment or
     human health;

     (iii) "Environmental  Permits" means all permits,  licenses,  registrations
     and other authorizations required under applicable Environmental Laws;

     (iv)  "Hazardous  Materials"  means  all  hazardous,  toxic,  explosive  or
     radioactive substances, wastes or other pollutants,  including petroleum or
     petroleum distillates,  asbestos,  polychlorinated biphenyls, radon gas and
     all other  substances  or wastes of any  nature  designated  as a danger to
     human health or the environment pursuant to any Environmental Law; and

     (v)  "Release"  means  any  release,  spill,  emission,  leaking,  dumping,
     injection,  pouring, deposit, disposal,  discharge,  dispersal, leaching or
     migration into the environment or within any building,  structure, facility
     or fixture.

Section 2.16 Contracts; No Defaults.

(a) Each material contract (as defined in Item 601 of Regulation S-K of the SEC)
(collectively,  the "Material  Contracts") of the Company is enforceable against
the  Company  or  a  Company  Subsidiary  and  to  the  Company's  knowledge  is
enforceable  against the other parties to such Material Contract,  in accordance
with its terms,  except to the extent it has  previously  expired in  accordance
with its terms or to the  extent  the  enforcement  thereof  may be  limited  by
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
generally  affecting  the rights of  creditors  and the  application  of general
principles of equity or public policy (regardless of whether such enforceability
is considered in a proceeding in equity or at law).

(b) (i) Neither the Company nor any Company Subsidiary has violated or breached,
or committed any default under,  any Material  Contract,  except for violations,
breaches and defaults that have not had and would not  reasonably be expected to
result in a Company  Material  Adverse  Effect;  and,  to the  knowledge  of the
Company,  no other  person has violated or  breached,  or committed  any default
under, any Material Contract, except for violations,  breaches and defaults that
have not had and  would  not  reasonably  be  expected  to  result  in a Company
Material  Adverse  Effect;  (ii) to the  knowledge of the Company,  no event has
occurred,  and no circumstance or condition exists, that (with or without notice
or lapse of time)  will or would  reasonably  be  expected  to,  (A) result in a
violation or breach of any of the provisions of any Material Contract,  (B) give
any  person  the right to declare a default  or  exercise  any remedy  under any
Material Contract, (C) give any person the right to receive or require a rebate,
chargeback,  penalty or change in delivery schedule under any Material Contract,
(D) give any person the right to accelerate  the maturity or  performance of any
Material  Contract,  or (E) give any person the right to  cancel,  terminate  or
modify  any  Material   Contract,   except  in  each  such  case  for  defaults,
acceleration  rights,  termination rights and other rights that have not had and
would not reasonably be expected to result in a Company Material Adverse Effect;
and (iii) since June 2, 2004, neither the Company nor any Company Subsidiary has
received  any  written  notice or other  communication  regarding  any actual or
possible violation or breach of, or default under, any Material Contract, except
in each such case for  defaults,  acceleration  rights,  termination  rights and
other rights that have not had and would not reasonably be expected to result in
a Company Material Adverse Effect.

Section  2.17  Insurance.  All  physical  assets of the  Company and the Company
Subsidiaries  carried for value on the Company Financial  Statements are covered
by fire and other insurance with responsible  insurers against such risks and in
such amounts as are reasonable for prudent owners of comparable assets.  Neither
the Company nor any Company  Subsidiary is in default with respect to any of the
provisions contained in any such policies of insurance or has failed to give any
notice or pay any premium or present any claim under any such insurance  policy,
except for such  defaults or failures  that could not  reasonably be expected to
have a Company  Material  Adverse  Effect.  The Company has no reason to believe
that any of its  insurance  policies will not be renewed by the insurer upon the
scheduled expiration of the policy or will be renewed by the insurer only on the
basis that there will be a material  increase in the premiums payable in respect
of the policy.  The Company has delivered or made available to Acquirer true and
complete copies of all of such insurance policies.

Section 2.18 No Restrictions on Business. Except for this Agreement, there is no
Contract, judgment,  injunction, order or decree binding upon the Company or any
Company  Subsidiary which has or could reasonably be expected to have the effect
of prohibiting or impairing any significant  business practice of the Company or
any Company  Subsidiary,  acquisition  of property by the Company or any Company
Subsidiary  or the conduct of business by the Company or any Company  Subsidiary
as currently conducted or as currently proposed to be conducted by the Company.

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF ACQUIRER

Acquirer represents and warrants to the Company that:

Section 3.01 Organization,  Standing and Power.  Acquirer was duly formed and is
validly  existing  and in good  standing  under the laws of Delaware and has the
requisite  power and  authority to conduct its business as presently  conducted.
Acquirer  has made  available  to the  Company a true and  complete  copy of its
certificate of formation, as amended to date.

Section 3.02 Acquirer.

(a) Since the date of its formation, Acquirer has not carried on any business or
conducted  any  operations  other  than the  execution  of this  Agreement,  the
performance of its obligations hereunder and matters ancillary thereto. Acquirer
has no subsidiaries.

(b) As of the date of this  Agreement,  the membership  interests that have been
issued by Acquirer have been validly  issued,  are fully paid and are owned free
and clear of any Lien.

Section 3.03 Authority; Execution and Delivery; Enforceability. Acquirer has all
requisite  power and  authority  to execute and deliver  this  Agreement  and to
consummate the Transactions in accordance with the terms of this Agreement.  The
execution and delivery by Acquirer of this Agreement and the consummation of the
Transactions  has been duly  authorized by all  necessary  action on the part of
Acquirer  or its members and no other  proceedings  on the part of Acquirer  are
necessary to approve this Agreement or to consummate the Transactions.  Acquirer
has duly approved this Agreement, the Offer and the other Transactions. Acquirer
has duly executed and delivered this Agreement,  and, assuming due execution and
delivery hereof by the Company,  this Agreement constitutes the legal, valid and
binding  obligation of Acquirer,  enforceable  against it in accordance with its
terms, subject to bankruptcy,  insolvency,  fraudulent transfer,  moratorium and
other similar Laws of general applicability  relating to or affecting creditors'
rights and to general equity principles.

Section 3.04 No Conflicts;  Consents.  The execution and delivery by Acquirer of
this Agreement does not, and the consummation of the  Transactions  will not (i)
violate any Law or Judgment in each case  applicable to Acquirer or by which any
of its property is bound, (ii) violate the certificate of formation or operating
agreement of Acquirer,  or (iii) result in any breach of or constitute a default
(or an event which with notice or lapse of time or both would  become a default)
under, or give to others any rights of termination or cancellation of, or result
in the creation of a Lien (other than a Permitted Lien) on any of the properties
or assets of  Acquirer  pursuant  to, any  provision  of any  contract  (whether
written or oral), lease,  license,  indenture,  note, bond,  agreement,  permit,
concession, franchise or other instrument or permit to which Acquirer is a party
or by which any of its  properties  or  assets  is bound,  except in the case of
clauses (i) and (ii), for failures which would not have or result in an Acquirer
Material Adverse Effect.  No Consent of, or registration,  declaration or filing
with, or permit from any Governmental  Entity is required to be obtained or made
by or with respect to Acquirer in connection  with the  execution,  delivery and
performance of this Agreement  thereby or the consummation of the  Transactions,
other than (i) the filing with the SEC of the Offer  Documents  and such reports
under  Sections 13 and 16 of the Exchange  Act, as may be required in connection
with this Agreement, the Offer and the other Transactions, (ii) requirements, if
any,  under  Competition  Laws,  and (iii) such  filings as may be  required  in
connection with the Taxes described in Section 5.08.

Section 3.05  Information  Supplied.  At the time the Offer  Documents are filed
with the SEC, at any time they are amended or  supplemented  or at the time they
are first mailed to stockholders of the Company, the Offer Documents, as amended
or  supplemented,  will not contain any untrue  statement of a material  fact or
omit to state any material  fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading,  except that this representation and warranty is
and shall be made by  Acquirer  in this  Section  3.05  solely  with  respect to
statements  made or  incorporated  by  reference  therein  based on  information
supplied  by  Acquirer,  any  other  member  of  the  Acquirer  Group  or  their
Representatives  for inclusion or  incorporation by reference in such documents.
None of the information supplied or to be supplied by Acquirer, any other member
of the Acquirer Group or their Representatives for inclusion or incorporation by
reference in the Offer  Documents will, at the time any such documents are filed
with the SEC, at any time they are amended or  supplemented  or at the time they
are first mailed to the Company's stockholders,  contain any untrue statement of
a material fact or omit to state a material  fact required to be stated  therein
or necessary in order to make the statements therein not misleading.

Section 3.06 Brokers. No broker,  investment banker,  financial advisor or other
person is entitled  to any  broker's,  finder's,  financial  advisor's  or other
similar  fee  or  commission  in  connection   with  the  Offer  and  the  other
Transactions  from any Person  other than  Acquirer  or any other  member of the
Acquirer Group based upon  arrangements  made by or on behalf of Acquirer or any
other member of the Acquirer Group.

Section 3.07 Financing.  Acquirer has received, and has provided to the Company,
a true and  complete  copy of a  written  financing  commitment  (which  has not
expired or been cancelled, terminated, amended or otherwise modified) from Fleet
Capital  Corporation  in an amount  sufficient  to  enable  the  maintenance  or
replacement of the Company's  current credit facility.  At the time of the Share
Acceptance,  Acquirer  will have  monies  sufficient  for the payment of (i) the
Offer Price in respect of all Shares  tendered  pursuant to the Offer,  (ii) the
Cancellation  Consideration  in respect of the cancellation of all Company Stock
Options pursuant to Section 5.03, and (iii) all expenses  associated with any of
the foregoing  (including,  but not limited to, applicable  Acquirer broker fees
and expenses).

Section 3.08 Board Authorizing Agreements.

(a) Concurrently with the execution and delivery of this Agreement: (i) Acquirer
and the stockholder of the Company named in that certain Voting Agreement by and
between them (the "Voting  Agreement")  are executing and  delivering the Voting
Agreement and Acquirer is executing in favor of such stockholder the irrevocable
proxy  provided for therein (the  "Proxy");  and (ii) Acquirer and certain other
members of the Acquirer  Group named as the initial  signatories in that certain
Board Composition Agreement by and among them (the "Board Composition Agreement"
and,  together with the Voting Agreement and the Proxy,  the "Board  Authorizing
Agreements") are executing and delivering the Board Composition Agreement.

(b) True and complete copies of the Board Authorizing  Agreements,  in the forms
being executed and delivered concurrently  herewith,  have been furnished to the
Company.

(c) Neither  Acquirer nor the  stockholder  named in the Voting  Agreement  will
amend or revoke the Voting  Agreement or the Proxy prior to the Share Acceptance
or has any plans to do so thereafter.

(d) Each initial party to any Board  Authorizing  Agreement (a "Subject  Party")
has all  requisite  power and  authority  to  execute  and  deliver  such  Board
Authorizing Agreement and to perform its respective obligations thereunder.  The
execution,  delivery  and  performance  by such  Subject  Party  of  such  Board
Authorizing  Agreement and the performance of such Subject  Party's  obligations
thereunder have been duly authorized by all necessary action on the part of such
Subject  Party and no other  proceedings  on the part of such Subject  Party are
necessary  to approve such Board  Authorizing  Agreement  or to  consummate  the
transactions  provided for therein.  Such Subject  Party has duly  approved such
Board Authorizing Agreement.  Assuming due execution and delivery thereof by all
other Subject Parties,  such Board Authorizing  Agreement constitutes the legal,
valid and binding  obligation  of such Subject  Party  enforceable  against such
Subject Party in accordance with its terms,  subject to bankruptcy,  insolvency,
fraudulent  transfer,  moratorium  and other similar Laws of general  applicably
relating to or affecting creditors' rights and general equitable principles.


                                   ARTICLE IV
                    COVENANTS RELATING TO CONDUCT OF BUSINESS

Section 4.01 Conduct of Business by the Company.

(a) Except for matters  contemplated  by this  Agreement,  from the date of this
Agreement  until  the  Share  Acceptance  (or the  earlier  termination  of this
Agreement  pursuant to Article  VII),  the Company  shall,  and shall cause each
Company  Subsidiary  to,  (i)  conduct  its  business  in light of the  existing
circumstances in the ordinary course, including operating in compliance with Law
and making all required filings with the SEC, (ii) use  commercially  reasonable
efforts to preserve intact its current  business  organizations,  keep available
the service of its current  officers  and  employees  and  preserve  its current
relationships  with  customers,  suppliers,  distributors,  lessors,  creditors,
employees, contractors and others having material business dealings with it, and
(iii) permit  reasonable,  on-site  access  during  normal  business  hours to a
designated  representative  of  Acquirer,  which  representative  shall  be Rich
Hassert.  Without limiting the generality of the foregoing,  except as expressly
provided in this  Agreement  or as  consented  to in writing by Acquirer  (which
consent will not be unreasonably  withheld or delayed),  prior to the earlier of
(A) the Share  Acceptance and (B) the termination of this Agreement  pursuant to
Article VII, neither the Company nor any Company Subsidiary will:

     (i) amend its charter and organizational documents;

     (ii)  authorize for issuance,  issue,  sell,  deliver or agree to commit to
     issue,  sell or deliver  any stock of any class or any other debt or equity
     securities  or equity  equivalents  (including  any stock  options or stock
     appreciation rights), except for the issuance and sale of shares of Company
     Common  Stock  pursuant  to the  exercise  of  stock  options  or  warrants
     outstanding on the date hereof;

     (iii)  split,  combine  or  reclassify  any  shares of its  capital  stock,
     declare, set aside or pay any dividends (whether in cash, stock or property
     or any combination thereof) in respect of its capital stock, make any other
     actual, constructive or deemed distribution in respect of its capital stock
     or otherwise make any payments to  stockholders  in their capacity as such,
     or redeem or otherwise  acquire any of its  securities or any securities of
     any of the Company Subsidiaries;

     (iv)  subject  to  Section  4.02,  adopt  a plan  of  complete  or  partial
     liquidation,    dissolution,    merger,    consolidation,    restructuring,
     recapitalization or other reorganization of the Company;

     (v) (A)  incur or assume  any  long-term  or  short-term  indebtedness  for
     borrowed  money or issue  any debt  securities  in each  case,  except  for
     borrowings under existing lines of credit in the Company's  ordinary course
     of business, or materially modify or agree to any material amendment of the
     terms of any of the foregoing; (B) assume, guarantee,  endorse or otherwise
     become liable or responsible (whether directly,  contingently or otherwise)
     for the  obligations  of any other  Person  except for  obligations  of the
     Company Subsidiaries incurred in the ordinary course of business;  (C) make
     any loans, advances or capital contributions to or investments in any other
     Person  (other  than to a  Company  Subsidiary  in the  ordinary  course of
     business);  (D)  pledge  or  otherwise  create  or suffer to exist any Lien
     (except for a Permitted  Lien) with  respect to shares of capital  stock of
     the Company or the Company  Subsidiaries  or (E)  mortgage or pledge any of
     its assets, tangible or intangible,  or create or suffer to exist any other
     Lien thereon except for a Permitted Lien;

     (vi) except as  otherwise  contemplated  by this  Agreement  and except for
     increases in salary, wages and benefits granted to employees of the Company
     or Company  Subsidiaries in conjunction with promotions or other changes in
     job status  consistent  with past practice  (other than promotions or other
     changes in job status for officers and  directors  of the  Company),  or as
     required under existing agreements or otherwise made in the ordinary course
     of business,  and except as may be required by applicable  Law, enter into,
     adopt or amend or terminate  (other than by expiration) any bonus,  special
     remuneration,   compensation,   severance,  stock  option,  stock  purchase
     agreement,  retirement, health, life, or disability insurance, severance or
     other employee benefit plan agreement, trust, fund or other arrangement for
     the benefit or welfare of any director,  officer, employee or consultant in
     any manner or increase in any manner the compensation or fringe benefits of
     any  director,  officer or employee or pay any benefit not  required by any
     plan and  arrangement  as in effect as of the date  hereof  (including  the
     granting of stock  appreciation  rights or  performance  units);  provided,
     however,  that any  incentive  or bonus plans or programs for 2005 shall be
     permitted  only to the  extent  set  forth in  Section  4.01(a)(vi)  of the
     Company Disclosure Letter;

     (vii) grant any  severance or  termination  pay to any  director,  officer,
     employee or consultant, except payments made pursuant to written agreements
     outstanding  on the date  hereof,  copies of which  have been  provided  to
     Acquirer,  or as  required  by  applicable  federal,  state or local law or
     regulations;

     (viii) (A) acquire, sell, lease, license,  transfer or otherwise dispose of
     any  material  assets  in any  single  transaction  or  series  of  related
     transactions  having a fair  market  value in  excess  of  $250,000  in the
     aggregate,  other  than sales of its  products  in the  ordinary  course of
     business; or (B) enter into any exclusive license, distribution, marketing,
     sales or other agreement;

     (ix) except as may be required as a result of a change in applicable Law or
     in GAAP, change any of the accounting principles, practices or methods used
     by it;

     (x) (A)  acquire  (by  merger,  consolidation  or  acquisition  of stock or
     assets) any corporation, partnership or other entity or division thereof or
     any  material  equity  interest  therein;  (B)  amend,  modify or waive any
     material  right under any Material  Contract;  or (C) authorize any capital
     expenditure or expenditures, (aa) in respect of the fourth quarter of 2004,
     in excess of already committed and budgeted expenditures plus an additional
     $200,000,  and (bb) in  respect  of the first  quarter of 2005 in excess of
     $1.8 million in the aggregate;

     (xi) make or revoke any material tax election or settle or  compromise  any
     income tax liability in excess of $100,000;

     (xii) fail to file any Tax  returns  when due (or,  alternatively,  fail to
     file for available extensions) or fail to cause such Tax returns when filed
     to be complete and accurate in all material respects;

     (xiii)  fail to pay any  material  Taxes or other  material  debts when due
     unless being contested in good faith and promptly disclosed to Acquirer;

     (xiv) settle or compromise any pending or threatened suit,  action or claim
     that  (A)  relates  to  the  transactions   contemplated  hereby;  (B)  the
     settlement  or  compromise of which would involve more than $250,000 out of
     pocket  expenses  for the  Company or any Company  Subsidiary;  or (C) that
     would  reasonably  be  expected  to result in a  Company  Material  Adverse
     Effect;

     (xv) make any material change in its practices,  procedures or methods with
     respect to billing,  collections or payment of accounts, including delaying
     payment of any  accounts  payable or  accelerating  the  collection  of any
     accounts  receivable,  except,  with  respect  to  delaying  payment of any
     accounts payable or accelerating the collection of any accounts receivable,
     to the extent consistent with past practice; or

     (xvi)  agree in writing to take any of the  actions  described  in Sections
     4.01(a)(i) through (a)(xv).

(b) Except as otherwise permitted by Section 4.02, the Company, on the one hand,
and  Acquirer  on the other hand,  shall not,  and shall not permit any of their
subsidiaries or affiliates to, take any action that would, or that is reasonably
likely to, result in any of the representations and warranties of such party set
forth  in  this  Agreement  becoming  untrue,  other  than,  in the  case of the
representations and warranties of the Company,  for such failures to be true and
correct that,  individually  or in the aggregate,  have not resulted and are not
reasonably  likely to result  in the  condition  in  Section  6.01(c)  not being
satisfied.

Section 4.02 Company Takeover Proposals.

(a) The  Company  shall  not,  nor  shall it  authorize  or permit  any  Company
Subsidiary  to,  nor  shall it  authorize  or permit  any of its or any  Company
Subsidiary's  Representatives to, directly or indirectly (i) solicit,  initiate,
knowingly encourage or knowingly facilitate any Company Takeover Proposal or any
inquiries or the making of any proposal that  constitutes or could reasonably be
expected to lead to a Company Takeover Proposal; or (ii) enter into, continue or
otherwise participate in any discussions or negotiations  regarding,  or furnish
to any person any information with respect to, or otherwise cooperate in any way
with any Company Takeover Proposal; provided, however, that at any time prior to
the Share  Acceptance,  the Company may, in response to a bona fide  unsolicited
Company Takeover Proposal, and subject to compliance with this Section 4.02: (x)
furnish  information  with  respect to the  Company to the  person  making  such
Company   Takeover   Proposal   (and   its   representatives)   pursuant   to  a
confidentiality  agreement  that is no less  favorable  to the Company  than the
Confidentiality  Agreement  between  Equity Group  Investments,  L.L.C.  and the
Company  dated  July  19,  2004,  provided  that  all of  such  information  not
previously  supplied to  Acquirer  is  provided  to Acquirer on a  substantially
concurrent  basis; and (y) participate in discussions and negotiations  with the
person making such Company Takeover Proposal (and its representatives) regarding
such Company Takeover Proposal,  if (1) the Special Committee determines in good
faith, after consultation with outside counsel,  that it is required to do so in
order to comply with its fiduciary  duties to the Company's  stockholders  under
applicable law, (2) the Special Committee  determines that such Company Takeover
Proposal constitutes a Superior Company Proposal, or a Company Takeover Proposal
that could reasonably be expected to result in a Superior Company Proposal,  and
(3) the Company  provides  Acquirer with notice that it intends to engage in any
of the  actions  contemplated  in  clauses  (x) and (y) above,  identifying  the
Company  Takeover  Proposal and the parties  thereto and  delivering an accurate
description  of all material  terms of the Company  Takeover  Proposal.  Without
limiting the foregoing,  it is understood that any violation of the restrictions
set forth in this Section  4.02(a) by any  director,  officer or employee of the
Company  or  any  of  its  Subsidiaries  or  any  financial  advisor,  attorney,
accountant  or other  advisor  or  representative  of the  Company or any of its
Subsidiaries  shall be  deemed  to be a breach of this  Section  4.02(a)  by the
Company.

(b) The Company  Board shall not (i)  withdraw or modify in a manner  adverse to
Acquirer,  or propose  publicly to withdraw  or modify,  in a manner  adverse to
Acquirer,  the  recommendation  by the Company  Board of this  Agreement  or the
Offer,  in each case unless the Company Board  determines  in good faith,  after
consultation with outside counsel,  that it is necessary to do so to comply with
its  fiduciary  duties (any such  withdrawal,  modification  or  proposal  being
referred  to herein as an "Adverse  Recommendation  Change"),  (ii)  approve any
letter of intent,  agreement  in  principle,  acquisition  agreement  or similar
agreement  relating  to any  Company  Takeover  Proposal  or  (iii)  approve  or
recommend,  or propose  publicly to approve or recommend,  any Company  Takeover
Proposal.  Notwithstanding the foregoing, if, prior to the Share Acceptance, the
Company Board receives a Superior Company Proposal,  then the Company Board may,
in accordance  with Section  7.05(b) below,  approve and recommend such Superior
Company  Proposal  and  cause  the  Company  to  terminate  this  Agreement  and
concurrently  (or  substantially  contemporaneously)  enter  into  a  definitive
agreement providing for the implementation of such Superior Company Proposal.

(c) The  Company  promptly  (but in no event later than 24 hours)  shall  advise
Acquirer  orally and in writing of any  Company  Takeover  Proposal  made to the
Company or its Representatives, the Special Committee or a member thereof, or to
a Representative of the Special Committee, the identity of the person making any
such Company Takeover Proposal  (including the parties in interest  thereto,  to
the extent known to the Company or the Special Committee) and the material terms
of any such Company Takeover Proposal.  The Company shall keep Acquirer informed
of the status  (including any change to the material  terms) of any such Company
Takeover Proposal or inquiry.

(d) Nothing  contained  in this  Section  4.02 shall  prohibit  the Company from
taking any action  necessary  to comply with Rule 14d-9 or Rule  14e-2(a) of the
SEC or from making any disclosure to the Company's  stockholders if, in the good
faith  judgment  of the  Special  Committee,  after  consultation  with  outside
counsel, failure to so disclose would be inconsistent with its obligations under
applicable Law, it being  understood that if any such disclosure  constitutes an
Adverse  Recommendation  Change,  Acquirer shall have the rights provided in the
event of an Adverse Recommendation Change.

(e) The Company shall (i) immediately cease discussions or negotiations with any
person  conducted  heretofore  with respect to a Company  Takeover  Proposal and
existing as of the date of this  Agreement and (ii) take all steps  necessary to
ensure that any information that may be exchanged after the date hereof shall be
subject to the terms and conditions of this Agreement.


                                    ARTICLE V
                              ADDITIONAL AGREEMENTS

Section 5.01 Preparation of SEC Documents. As promptly as reasonably practicable
following  the date of this  Agreement,  (i) Acquirer  shall provide the Company
with all  information  with  respect  to the  Acquirer  Group  as is  reasonably
necessary or advisable  for  inclusion in the Schedule  14D-9,  (ii) the Company
shall provide  Acquirer with all  information  with respect to the Company as is
reasonably necessary or advisable for inclusion in the Offer Documents and (iii)
each of the Company and Acquirer shall prepare and, after obtaining the approval
of the other party, which approval shall not be unreasonably  withheld,  delayed
or  conditioned,  file  with  the SEC the  Schedule  14D-9  (in the  case of the
Company) or the Offer Documents (in the case of Acquirer).  Without limiting the
foregoing,  each of the  Company and  Acquirer  will take all  reasonable  steps
necessary or advisable to enable the Offer  Documents  and Schedule  14D-9 to be
filed with the SEC, as soon as  practicable  in  accordance  with  Section  1.01
hereof.

Section 5.02 Commercially Reasonable Efforts;  Notification.  (a) Upon the terms
and subject to the conditions set forth in this Agreement, unless, to the extent
permitted  by Section  4.02(b),  the  Company  Board  approves or  recommends  a
Superior Company Proposal, each of the parties hereto shall use its commercially
reasonable  efforts to take,  or cause to be taken,  all actions,  and to do, or
cause to be done, and to assist and cooperate with the other party in doing, all
things necessary,  proper or advisable to consummate and make effective,  in the
most  expeditious  manner  practicable,  the  Transactions,  including  (i)  the
obtaining  of all  necessary  actions or  nonactions,  Consents and waivers from
Governmental Entities and the making of all necessary  registrations and filings
(including  filings with  Governmental  Entities,  if any) and the taking of all
reasonable  steps as may be necessary to obtain a Consent or waiver from,  or to
avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of
all necessary consents or waivers from third parties under Contracts,  (iii) the
defending  of any  lawsuits  or other  legal  proceedings,  whether  judicial or
administrative,  challenging  this Agreement or the  consummation  of any of the
Transactions, including seeking to have any stay, order or injunction entered by
any  court  or  other  Governmental  Entity  vacated  or  reversed  and (iv) the
execution and delivery of any additional instruments necessary to consummate the
Transactions  and to  fully  carry  out  the  purposes  of  this  Agreement.  In
connection with and without limiting the foregoing,  the Company and the Company
Board  shall (x) take all  action  necessary  to ensure  that no state  takeover
statute  or similar  statute  or  regulation  is or  becomes  applicable  to any
Transaction or this  Agreement and (y) if any state takeover  statute or similar
statute or regulation  becomes  applicable to any Transaction or this Agreement,
take all action  necessary to ensure that the Transactions may be consummated as
promptly  as  practicable  on the  terms  contemplated  by  this  Agreement  and
otherwise  to  minimize  the  effect  of  such  statute  or  regulation  on  the
Transactions. Notwithstanding the foregoing, the Company and its Representatives
shall not be prohibited under this Section 5.02 from taking any action permitted
by Section 4.02(b) or (d). Acquirer will use its reasonable efforts to cooperate
with the Company, at the Company's reasonable request, in the performance of the
Company's obligations in clauses (i), (ii) and (iii) above.

Section 5.03 Stock Options; Employee Stock Purchase Plan.

(a) Each outstanding and unexercised option to purchase shares of Company Common
Stock  issued under any Company  Stock Plan  (collectively,  the "Company  Stock
Options"),  whether  vested  or  unvested,  as to which an  option  cancellation
agreement (in form and substance reasonably  acceptable to Company and Acquirer)
providing for the cancellation of such option hereunder has been delivered prior
to the  Share  Acceptance,  shall  terminate  and be  canceled  as of the  Share
Acceptance. In consideration for the cancellation thereof, each person who holds
an exercisable  Company Stock Option  (including  options which, by their terms,
become exercisable as a result of the Transactions  hereby) shall be entitled to
receive,  in  consideration  therefor,  a cash payment  promptly after the Share
Acceptance (the  "Cancellation  Consideration")  equal to the product of (i) the
excess,  if any,  of the Offer Price over the per share  exercise  price of such
Company  Stock  Option,  multiplied  by (ii) the  aggregate  number of shares of
Company  Common Stock then subject to such Company  Stock  Option.  Prior to the
Share  Acceptance,  the Company and  Acquirer  shall  cooperate  in an effort to
obtain an option  cancellation  agreement  executed  by each holder of a Company
Stock Option in form and substance reasonably  acceptable to Acquirer and to the
Company.  Acquirer  shall provide to the Company the funds  necessary to pay the
Cancellation  Consideration.  Substantially  concurrent  with the payment of the
Cancellation  Consideration,  the Company shall issue and sell to Acquirer,  and
Acquirer shall purchase,  for a purchase price equal to the aggregate  amount of
all the  Cancellation  Consideration  paid to all such  holders,  the  number of
Shares  equal to (x) the  aggregate  amount of such  Cancellation  Consideration
divided by (y) the Offer Price.

(b) As promptly as practicable  following the Share Acceptance,  but in no event
later than five Business Days thereafter,  Acquirer shall cause the Cancellation
Consideration  to be paid to each  holder of Company  Stock  Options who has not
previously  exercised  his or her Company Stock Options and who has executed and
delivered  an  option  cancellation  agreement.   Payment  of  the  Cancellation
Consideration  shall be net of any  required  withholding  taxes and no interest
shall be paid or accrue thereon.

(c) Prior to the Share Acceptance, the Company Board shall adopt resolutions, in
form and substance  reasonably  acceptable to Acquirer,  terminating,  as of the
Share  Acceptance  or an earlier date  determined  by the  Company,  the Company
Employee Stock Purchase Plan in accordance with its terms.

Section 5.04  Competition  Laws.  Each of Acquirer and the Company will (i) make
any filings  required of such party under  Competition  Laws with respect to the
Transactions  as soon as reasonably  practicable or as otherwise  required after
the date of this Agreement;  (ii) comply at the earliest reasonably  practicable
date with any request under Competition Laws for information, documents or other
materials received by such party from any Governmental  Entity in respect of the
Transactions; (iii) promptly notify the other of (A) the receipt of any comments
on, or any  request  of  amendments  or  supplements  to,  any such  filings  or
information,  documents,  or  other  materials  by any  Governmental  Entity  or
official,  and (B) any other communications from or with any Governmental Entity
with respect to the  Transactions;  and (iv)  cooperate  with the other party in
connection with making any filing under  Competition Laws and in connection with
any  filings,   conferences  or  other  submissions  related  to  resolving  any
investigation or other inquiry by any such Governmental Entity under Competition
Laws with respect to the  Transactions,  including  (A) supplying the other with
information   which  may  be  required  to   effectuate   any  such  filings  or
applications,  (B)  keeping  the other  party  apprised of the status of matters
relating to the completion of the  Transactions  contemplated  by this Agreement
and working  cooperatively  in connection  with  obtaining any consents from any
Governmental  Entity, (C) not participating in any meeting with any Governmental
Entity  unless  it  consults  with the other  party in  advance,  to the  extent
permitted by such  Governmental  Entity,  and (D)  providing  copies of all such
documents and  correspondence  to the non-filing party and its advisors prior to
filing and, if  requested,  to accept all  reasonable  additions,  deletions  or
changes suggested in connection therewith.

Section 5.05 Indemnification.

(a) From and after the Share  Acceptance,  Acquirer  shall  cause the Company to
fulfill and honor in all respects the indemnification obligations of the Company
pursuant to the Company Charter,  the Company By-laws and any indemnification or
similar agreement to which the Company is a party, each as in effect on the date
hereof, with respect to each present and former Person who serves or served as a
director, officer, employee or agent of the Company or any Company Subsidiary at
any time at or before the Share  Acceptance  (each,  together with such Person's
heirs, executors or administrators, an "Indemnified Person").

(b) Without limiting the generality of Section 5.05(a), from and after the Share
Acceptance,  the certificate of  incorporation  and by-laws of the Company shall
continue to contain  provisions  with  respect to  exculpation  from  liability,
indemnification  and  advancement  of expenses that are at least as favorable to
the  Indemnified  Persons as those  contained  in the  Company  Charter  and the
Company By-laws as in effect on the date hereof,  which  provisions shall not be
amended, repealed or otherwise modified for a period of six years from the Share
Acceptance  in  any  manner  that  would  adversely  affect  the  rights  of the
Indemnified  Persons  who,  immediately  prior  to the  Share  Acceptance,  were
directors and officers of the Company,  unless such  modification is required by
law.

(c) Prior to the Share  Acceptance,  the Company shall  purchase a fully prepaid
"tail" policy under the Company's  existing  directors' and officers'  liability
insurance  policy  with  American  International  Group,  Inc.  ("AIG"),  or, if
unavailable from AIG and the current excess carriers, another insurance provider
or providers  mutually  acceptable to the Special  Committee and Acquirer,  such
policy or policies to (i) provide for aggregate coverage of at least $15,000,000
at a cost  not to  exceed  $1,000,000,  (or,  to the  extent  the  cost for such
aggregate coverage would exceed  $1,000,000,  aggregate coverage for the maximum
amount  available on substantially  equivalent  terms for  $1,000,000),  (ii) be
effective  for a period of six years  commencing  on the Share  Acceptance,  and
(iii) otherwise be on terms and conditions  reasonably acceptable to the Special
Committee  ("Tail   Coverage").   Until  the  sixth  anniversary  of  the  Share
Acceptance,  Acquirer  shall cause the Company (i) to maintain the Tail Coverage
in full  force  and  effect,  (ii)  not to amend or  otherwise  modify  the Tail
Coverage or take any action that would result in the cancellation,  termination,
amendment or modification  of the Tail Coverage,  and (iii) to continue to honor
its obligations under the Tail Coverage.

(d) If, following the Share Acceptance,  the Company or any of its successors or
assigns (i)  consolidates  with or merges into any other Person and shall not be
the  continuing  or surviving  corporation  or entity of such  consolidation  or
merger,  or (ii) transfers all or substantially all of its assets to any Person,
then  and in each  such  case,  proper  provision  shall  be  made  so that  the
successors   and  assigns  of  the   Company  or  its  assets   assume  (x)  the
indemnification  obligations  set  forth in the  Company  Charter,  the  Company
By-laws and any  indemnification  or similar agreement to which the Company is a
party,  each as in effect on the date hereof,  with respect to each  Indemnified
Person; and (y) the obligations set forth in this Section 5.05.

(e) Notwithstanding anything herein to the contrary, if any claim, action, suit,
proceeding  or  investigation  (whether  arising  before,  at or after the Share
Acceptance)  is made against any  Indemnified  Person,  the  provisions  of this
Section 5.05 shall continue in effect until the final disposition of such claim,
action, suit proceeding or investigation.

(f) This Section 5.05 shall continue in effect  following the Share  Acceptance.
The Company shall reimburse all expenses,  including reasonable  attorneys' fees
and expenses,  incurred by any Person to enforce the Company's obligations under
this Section 5.05. This Section 5.05 is intended to be for the benefit of and to
grant third party rights to Indemnified Persons,  whether or not parties to this
Agreement,  and each of the Indemnified Persons shall be entitled to enforce the
covenants  contained  herein.  The parties hereto agree that irreparable  damage
would occur to the  Indemnified  Persons in the event that any of the provisions
of this Section 5.05 were not performed in accordance  with their specific terms
or  were  otherwise  breached.  It  is  accordingly  agreed  that  each  of  the
Indemnified  Persons shall be entitled to an injunction or injunctions  (without
the necessity of posting any bond or other security) to prevent breaches of this
Section  5.05 and to  enforce  specifically  the  terms and  provisions  of this
Section  5.05 in any  Illinois  state  court or any  Federal  court  located  in
Chicago,  Illinois, this being in addition to any other remedy to which they are
entitled at law or in equity.

(g) The covenants  contained in this Section 5.05 shall not be deemed  exclusive
of other rights to which an Indemnified Person is entitled,  whether pursuant to
Law, contract or otherwise.

Section 5.06 Fees and Expenses.

(a) Except as otherwise provided below, all fees, costs and expenses incurred in
connection with the Transactions  shall be paid by the party incurring such fees
or expenses, whether or not the Offer is consummated.

(b) In  the  event  (A)  this  Agreement  is  terminated  pursuant  to  Sections
7.01(a)(i) or 7.01(b) and at or prior to such termination (1) Acquirer shall not
have breached this  Agreement in any material  respect,  (2) a Company  Takeover
Proposal  shall have been  publicly  announced,  commenced or  otherwise  become
publicly known or any person shall have publicly announced an intention (whether
or not  conditional)  to make a  Company  Takeover  Proposal,  (3) such  Company
Takeover  Proposal or intention  has not been  withdrawn  and (4) within six (6)
months  following  the  termination  of  this  Agreement,   with  respect  to  a
termination  of  this  Agreement  pursuant  to  Section  7.01(b),  a  definitive
agreement relating to a Company Takeover Proposal is executed by the Company, or
with respect to a termination of this Agreement pursuant to Section  7.01(a)(i),
a Company  Takeover  Proposal  is  consummated,  (B)  Acquirer  terminates  this
Agreement  pursuant  to  Section  7.01(c)  or (C) the  Company  terminates  this
Agreement pursuant to Section 7.05(b),  then the Company shall pay Acquirer,  by
wire transfer of same day funds to an account designated by Acquirer,  an amount
(the  "Expense  Reimbursement  Fee") equal to all out of pocket fees,  costs and
expenses,  including the reasonable fees and expenses of Acquirer's  counsel and
accountants  and the fees and  expenses  of Fleet  Capital  Corporation  and its
counsel,  incurred by Acquirer  (including  such out of pocket  fees,  costs and
expenses  Acquirer  has  incurred for the benefit of, or has agreed to reimburse
to, or advance  for the  account of, its  members)  in  connection  with (i) the
amendment  of the  Company's  Loan and Security  Agreement  with Bank of America
Business Capital (f/k/a Fleet Capital  Corporation),  (ii) the execution of this
Agreement, and (iii) the Transactions  (collectively,  the "Acquirer Expenses"),
provided that Acquirer has delivered to the Special Committee invoices and other
supporting  documentation with respect to such Acquirer Expenses,  and provided,
further, that the aggregate amount of such Acquirer Expenses reimbursable by the
Company  under  this  Section  5.06(b)  shall be limited  to  $750,000.  For the
avoidance of doubt,  in the event of a termination of this Agreement by Acquirer
pursuant to Section 7.01(b), the Expense  Reimbursement Fee shall not constitute
liquidated  damages,  and the  payment of the Expense  Reimbursement  Fee by the
Company  to  Acquirer  shall not  relieve  the  Company  of any  liabilities  or
obligations to Acquirer resulting from or arising in connection with any willful
and material breach by the Company of any  representation,  warranty or covenant
of the Company set forth in this Agreement.

(c) In case of  termination  of this  Agreement  by (i) the Company  pursuant to
Section  7.05(b) or (ii)  Acquirer  pursuant  to Section  7.01(c),  the  Expense
Reimbursement Fee shall be paid by the Company prior to or simultaneous with the
termination  of the  Agreement.  In case of termination of this Agreement by the
Company or Acquirer pursuant to Sections 7.01(a)(i),  the Expense  Reimbursement
Fee, if applicable,  shall be paid by the Company upon the  consummation  of the
transaction contemplated by the applicable Company Takeover Proposal. In case of
termination  of  this  Agreement  pursuant  to  Section  7.01(b),   the  Expense
Reimbursement Fee, if applicable shall be paid by the Company upon the execution
of a definitive agreement relating to a Company Takeover Proposal.

(d) Immediately  preceding the Share Acceptance,  and upon written certification
to the Company from Acquirer that the Share  Acceptance  will occur  immediately
thereafter  and  confirmation  from the  Acquirer to the Company  that all funds
necessary to pay the Offer Price in respect of Shares  tendered  pursuant to the
Offer have been deposited  with the depositary for the Offer,  the Company shall
pay  Acquirer,  by wire  transfer of same day funds to an account  designated by
Acquirer,  an amount equal to the Acquirer Expenses,  provided that Acquirer has
delivered to the Special Committee  invoices and other supporting  documentation
with  respect  to such  Acquirer  Expenses,  and  provided,  further,  that  the
aggregate  amount of such Acquirer  Expenses  reimbursable  by the Company under
this  Section  5.06(d)  shall be limited to  $1,500,000.  In the event that this
Agreement  is  terminated  prior  to the  occurrence  of the  Share  Acceptance,
Acquirer  shall repay to the Company,  by wire  transfer of same day funds to an
account  designated  by  the  Company,  the  amount  of  the  Acquirer  Expenses
theretofore  paid under this Section  5.06(d) as promptly as practicable  and in
any event within one business day.

The Company  acknowledges that the agreements contained in this Section 5.06 are
an  integral  part of the  Transactions,  and that,  without  these  agreements,
Acquirer would not enter into this Agreement.

Section  5.07  Public  Announcements.  Acquirer  and all  other  members  of the
Acquirer  Group,  on the one hand,  and the  Company,  on the other hand,  shall
consult with each other before  issuing,  and provide each other the opportunity
to review and comment upon,  any press release or other public  statements  with
respect  to the Offer and the  other  Transactions  and shall not issue any such
press  release or make any such  public  statement  prior to such  consultation,
except as may be  required  by  applicable  Law,  court  process or  obligations
pursuant to any listing  agreement with The NASDAQ Stock Market,  Inc.  Further,
Acquirer and all other members of the Acquirer  Group,  on the one hand, and the
Company,  on the other hand,  shall  consult with each other before  holding any
press  conferences,  analyst calls or other meetings or discussions with respect
to the Transactions.

Section  5.08  Transfer  Taxes.  All  stock  transfer,   real  estate  transfer,
documentary,  stamp,  recording  and other similar  Taxes  (including  interest,
penalties  and  additions  to any such  Taxes)  ("Transfer  Taxes")  incurred in
connection with the Transactions  shall be paid by the Company,  and the Company
shall  cooperate  with Acquirer in  preparing,  executing and filing any returns
with respect to such Transfer Taxes.

Section  5.09  Rights  Agreement.  Except as  approved in writing by Acquirer or
contemplated by this Agreement,  prior to the Share Acceptance the Company Board
shall not (i) amend the Company Rights Agreement, (ii) redeem the Company Rights
or (iii) take any action with respect to, or make any  determination  under, the
Company Rights  Agreement,  in each case, unless the Company Board determines in
good faith,  after  compliance with applicable  provisions of this Agreement and
after consultation with outside counsel,  that such action is necessary to do so
to comply with its fiduciary duties.

Section 5.10 Delisting.  If, following the Share Acceptance,  the Company Common
Stock is eligible,  or required,  to be delisted from the NASDAQ SmallCap Market
under the applicable  rules thereof,  the Company and Acquirer  acknowledge that
such delisting shall be effected by the Company.

Section 5.11 Conveyance  Taxes.  Acquirer and the Company shall cooperate in the
preparation,  execution and filing of all returns, questionnaires,  applications
or other documents  regarding any real property  transfer or gains,  sales, use,
transfer,  value added, stock transfer or stamp taxes, any transfer,  recording,
registration  or  other  fees or any  similar  taxes  which  become  payable  in
connection with the  Transactions  that are required or permitted to be filed on
or before the Effective  Time.  All such taxes will be paid by the party bearing
the legal responsibility for such payment.

Section 5.12 Acquirer. Prior to the Share Acceptance, Acquirer shall not conduct
any business or make any investments other than as specifically  contemplated by
or in  furtherance  of this  Agreement,  or incur or guarantee any  indebtedness
other than as necessary for the consummation of the Transactions.

Section 5.13 Employee and Termination Benefits.

(a)  Acquirer  shall  cause  the  Company,  through  90  days  after  the  Share
Acceptance, to provide compensation and benefits to the employees of the Company
and the Company  Subsidiaries (other than those employees  terminated for cause)
as of the Share Acceptance ("Company Employees") that are, in the aggregate,  no
less  favorable  than  those  provided  to  Company  Employees  as of the  Share
Acceptance,  to the extent,  if any, to which such compensation and benefits are
not  provided  during  such 90-day  period  under any  agreement  referred to in
Section 5.13(b) or under any Company Benefit Plan. Any former Company  Employees
who  receive any  compensation  or  benefits  as of the Share  Acceptance  shall
continue to receive such compensation and benefits for the lesser of such 90-day
period and the period of time provided for under the Company's  relevant benefit
plans as of the Share Acceptance.  With respect to any compensation,  severance,
termination, benefit, welfare and similar plans or arrangements in which Company
Employees first become eligible to participate on or after the Share  Acceptance
(the "New  Company  Plans"),  Acquirer  shall cause the  Company,  to the extent
allowable  by  its  third  party  providers,  to:  (i)  waive  all  pre-existing
conditions,  exclusions and waiting  periods with respect to  participation  and
coverage  requirements  applicable  to  Company  Employees  under any health and
welfare  New Company  Plans in which such  Company  Employee  may be eligible to
participate after the Share Acceptance, and deductibles,  coinsurance or maximum
out-of-pocket  payments made by such Company Employee during the applicable plan
year in which such Company  Employee  first  participates  in the applicable New
Company  Plan occurs  shall reduce the amount of  deductibles,  coinsurance  and
maximum out-of-pocket payments under the New Company Plans, provided,  that, for
purposes of deductibles,  coinsurance and out-of-pocket  payments,  such Company
Employee was enrolled under the Company Benefit Plans  immediately  prior to the
effective time of coverage in the New Company Plans, and (ii) recognize  service
of Company  Employees  accrued  prior to the Share  Acceptance  for  purposes of
eligibility  to  participate  and vesting credit (and levels of benefits) in any
New Company Plan in which such Company  Employee may be eligible to  participate
after the Share  Acceptance,  to the extent such  service  would have been taken
into account under the applicable Company Benefit Plans.

(b) From and after the Share  Acceptance,  Acquirer  shall  cause the Company to
honor and assume,  in  accordance  with their terms,  all  existing  employment,
change-of-control,  retention,  non-competition,  non-solicitation and severance
agreements  between  the  Company  or any of its  Subsidiaries  and any  Company
Employee,  to the extent the same have been identified in the Company Disclosure
Letter, and all benefits or other amounts earned or accrued to the extent vested
or which becomes  vested in the ordinary  course,  through the Share  Acceptance
(including paying amounts payable at the Share  Acceptance,  as set forth in the
Disclosure  Letter,  pursuant to the Company's  1998 Executive  Incentive  Plan,
Management   Incentive  Plan  and  Compensation  Plan  for  Retirement,   Profit
Sharing/401(k)  Plan dated  December  5, 2001,  as  amended,  as  determined  in
accordance  with the terms of each such plan),  under the Company  Benefit Plans
identified in the Company Disclosure Letter.

(c) In the event of any  termination  of any Company  Benefit Plan following the
Share  Acceptance,  terminated  Company or Surviving  Corporation  employees and
their qualified  beneficiaries  will have the right to continued  coverage under
group health plans of the Company as required by Code Section 4980B(f) and ERISA
Sections 601 through 609.

Section 5.14  Company  Board  Resolutions.  Prior to the Share  Acceptance,  the
Company Board shall adopt  resolutions,  each of which shall be contingent  upon
the Share Acceptance,  as reasonably  requested by Acquirer,  in connection with
(i) the approval of the  appointment of the Board Designees as the new directors
of the Company  pursuant to Section  1.03  hereof,  and (ii) the approval of the
proposed  amendment  to  the  Company's  credit  agreement  with  Fleet  Capital
Corporation  implementing  the commitment  letter that Acquirer has furnished to
the Company in connection with the execution and delivery of this Agreement.

Section 5.15 Insurance.  Effective upon the expiration of the Company's existing
directors and officers liability insurance policies,  the Company shall purchase
an  extension  of  such  policies  (the  "Policy  Extension")  on  substantially
equivalent  coverage terms for up to one  additional  year, for a premium not to
exceed the amount set forth in Section  5.16 of the Company  Disclosure  Letter;
provided,  however,  that any of such  premium  applicable  to coverage  for the
period  subsequent  to the Share  Acceptance  shall be  credited,  on a pro rata
basis,  by the insurers  against the cost of the Tail  Coverage (as set forth in
Section  5.05(c)).  The Policy  Extension shall reflect this agreement for a pro
rata credit.  The aggregate of the premiums payable for the Policy Extension and
the Tail Coverage,  after  application of the credit as above,  shall not exceed
$1,200,000. Notwithstanding the foregoing, the $1,200,000 cap shall not apply if
the Share Acceptance occurs after March 31, 2005.

Section 5.16 Certain  Transactions.  During the period  commencing  on the Share
Acceptance  and ending on the first  anniversary  thereof,  Acquirer  shall not,
directly  or through  any  member of the  Acquirer  Group,  and shall not cause,
suffer or permit the Company  to,  engage in any  transaction  (whether by stock
purchase,  stock split,  merger or otherwise) that results in any Shares held by
any  stockholder  of the Company other than any member of the Acquirer  Group or
any Filing Group (or any successor  security to such Shares  resulting  from any
reclassification,  recapitalization  or other change in the capital stock of the
Company)  being  converted  into, or eliminated in exchange for, cash unless the
amount of cash paid per Share (or successor  security) in such transaction is at
least $2.25 per Share (or equivalent as adjusted per successor security).


                                   ARTICLE VI
                              CONDITIONS PRECEDENT

Section  6.01  Conditions  to the Offer.  Notwithstanding  any other term of the
Offer or this  Agreement,  Acquirer shall not be required to accept for payment,
or subject to any applicable  rules and  regulations of the SEC,  including Rule
14e-1(c) under the Exchange Act (relating to Acquirer's obligation to pay for or
return tendered  Shares promptly after  termination of withdrawal of the Offer),
to pay for any Shares tendered pursuant to the Offer unless (i) there shall have
been validly  tendered and not  withdrawn  prior to the  expiration of the Offer
such number of Shares that would  constitute at least 80% of the Shares that are
outstanding  immediately  prior to the Share  Acceptance and are not held by any
member of a Filing Group  (determined on a primary basis,  without giving effect
to the exercise or  conversion of any  then-outstanding  options,  warrants,  or
other rights to acquire,  or securities  convertible  into or  exercisable  for,
Shares) (the "Minimum  Tender  Condition")  and (ii) the waiting period (and any
extension  thereof)  under any  Competition  Law  applicable  to the purchase of
Shares pursuant to the Offer shall have expired or been terminated. Furthermore,
notwithstanding  any other term of the Offer or this  Agreement,  Acquirer shall
not be required  to accept for payment or to pay for any Shares not  theretofore
accepted  for  payment  or paid for if, at any time on or after the date of this
Agreement  and before the  acceptance  of such Shares for payment or the payment
therefore, any of the following conditions exist:

(a) Injunctions or Restraints.  Any temporary restraining order,  preliminary or
permanent   injunction   or  other  order  issued  by  any  court  of  competent
jurisdiction  or Law preventing  the  consummation  of the Offer,  or preventing
Acquirer from owning the shares of the Surviving  Corporation  or from operating
any  material  part  of  the  business  of the  Surviving  Corporation  and  its
subsidiaries,  taken as a whole,  shall be in effect;  provided,  however,  that
prior to asserting  this  condition,  the  applicable  party shall have used its
reasonable  efforts to prevent the entry of any such  injunction  or other order
and to appeal as promptly as possible  any such  injunction  or other order that
may be entered.

(b)  Governmental  Restriction.  There shall be any pending or threatened  suit,
action or proceeding  asserted by any Governmental Entity challenging or seeking
to restrain or prohibit the consummation any of the Transaction.

(c)  Representations  and Warranties.  The representations and warranties of the
Company in this Agreement shall not be true and correct in all material respects
(except to the extent such  representations  and  warranties  contain  "Material
Adverse  Effect"  or other  materiality  qualifications,  to which  extent  such
representations  and warranties  shall not be true and correct in all respects),
as of the date of this Agreement and as of the Share  Acceptance,  except to the
extent that such  representations and warranties  expressly relate to an earlier
date (in which case on and as of such earlier date; provided,  however, that the
foregoing shall not apply to the  representation and warranty in Section 2.11 to
the extent that such  representation and warranty has become untrue or incorrect
by reason of a claim referred to in the proviso to Section 6.01(f)).

(d)  Performance  of  Obligations  of the  Company.  The Company  shall not have
performed in all material  respects any  obligation and complied in all material
respects  with any  agreement  or  covenant of the  Company to be  performed  or
complied  with by it under this  Agreement  prior to or at the time of the Share
Acceptance.

(e) Company  Certificate.  The Company shall not have  furnished a  certificate,
signed by an authorized officer,  certifying  compliance with the conditions set
forth in Sections  6.01(c) and (d) if such  certificate was requested in writing
by Acquirer prior to the Share Acceptance.

(f)  Litigation.  There shall be any pending  suit,  action or  proceeding  that
advances  non-frivolous  claims  against  Acquirer,  the  Company or any Company
Subsidiary that seeks any equitable  relief which, if successful,  would prevent
(i) the  consummation  of the Offer,  (ii)  Acquirer  from owning  shares of the
Company  Common Stock or (iii)  Acquirer from operating any material part of the
business  of the  Company  and its  subsidiaries,  taken as a  whole;  provided,
however,  that the  foregoing  shall not apply to any claim to the  extent  such
claim (x) is made by, and in the capacity of, and relating to the alleged rights
of, a holder of the  securities  issued under the Indenture  dated as of May 14,
1998 among the Company and the other parties thereto,  and (y) is based upon the
execution,  delivery or performance of this Agreement and/or the consummation or
proposed consummation of any Transaction.

(g) Company  Material  Adverse Effect.  Since the date of this Agreement,  there
shall have occurred and be continuing a Company Material Adverse Effect.

(h) Consents  and  Approvals.  Any consent or approval  required to be obtained,
made or given in connection  with the Offer and the other  Transactions,  and as
listed on Schedule 6.01(h) of the Company Disclosure Letter, shall not have been
obtained,  made or given in a form reasonably  satisfactory to Acquirer or shall
not be in full force and effect.

(i)  Directors  of  the  Company.  Acquirer  shall  not  have  received  written
resignations  from all of the  incumbent  members  of the  Company  Board of the
Company or the Board Designees shall not have been duly appointed to the Company
Board, subject only to the occurrence of the Share Acceptance.

(j) Company  Board  Resolutions.  The Company  Board shall not have approved the
resolutions required by Section 5.03(c) and 5.14.

(k) Payment of Acquirer  Expenses.  The Company  shall not have made the payment
provided for in Section 5.06(d).

Section  6.02  Frustration  of Offer  Conditions.  Acquirer  may not rely on the
failure of any  condition  set forth in  Section  6.01 to be  satisfied  if such
failure was caused  primarily  by the failure of Acquirer or any other member of
the Acquirer  Group to use  commercially  reasonable  efforts to consummate  the
Offer.

Section 6.03 Waiver of Offer  Conditions.  The  conditions  set forth in Section
6.01 are for the sole benefit of Acquirer  and may be asserted by  Acquirer,  in
whole  or in  part,  at any time  and  from  time to time in the  discretion  of
Acquirer.  The failure of Acquirer at any time to exercise  its rights under any
of the foregoing  conditions shall not be deemed a waiver of any such rights and
each such  right  shall be deemed an ongoing  right  which may be amended at any
time or from time to time.  Notwithstanding  the  foregoing,  however,  Acquirer
shall not waive the Minimum Tender  Condition  without the prior written consent
of the Company,  authorized  by the Special  Committee  where the effect of such
waiver would be to entitle  Acquirer to accept for payment pursuant to the Offer
a number of Shares that would result in Acquirer  beneficially owning (including
Shares held by any member of a Filing  Group)  less than 70% of the  outstanding
Shares  (determined on a fully diluted  basis,  giving effect to the exercise or
conversion of any then-outstanding options, warrants or other rights to acquire,
or securities convertible into or exercisable for, Shares).

                                   ARTICLE VII
                        TERMINATION, AMENDMENT AND WAIVER

Section 7.01 Termination.  This Agreement may be terminated at any time prior to
the Share Acceptance:

(a) by either Acquirer or the Company if any of the following events occur:

     (i) if the Share Acceptance does not occur on or before March 31, 2005 (the
     "Outside Date"), unless its failure to so occur is the result of a material
     breach of this Agreement by the party seeking to terminate this  Agreement;
     or

     (ii) if any Governmental  Entity issues an order or injunction or takes any
     other action permanently  enjoining,  restraining or otherwise  prohibiting
     the  consummation  of the Offer and such order,  injunction or other action
     shall have become final and nonappealable, unless such order, injunction or
     other  action is the result of a material  breach of this  Agreement by the
     party seeking to terminate this Agreement; provided, however, that prior to
     seeking  to  terminate,   such  party  shall  have  used  its  commercially
     reasonable efforts to prevent such order, injunction or other action and to
     appeal as  promptly as  practicable  any such  order,  injunction  or other
     action.

(b) by  Acquirer if the  Company  breaches  or fails to perform in any  material
respect any of its  representations,  warranties or covenants  contained in this
Agreement, which breach or failure to perform (i) would give rise to the failure
of a  condition  set forth in Section  6.01,  and (ii) cannot be or has not been
cured  within 30 days after the giving of written  notice to the Company of such
breach;

(c) by Acquirer if (i) the  Company or any  Company  Subsidiary  or any of their
Representatives  fail to comply in any material  respect with Section  4.02,  or
(ii) there shall have occurred a Company Triggering Event;

(d) by the Company (i) if Acquirer  breaches or fails to perform in any material
respect any of its  representations,  warranties or covenants  contained in this
Agreement,  which  breach or failure to perform  cannot be or has not been cured
within 30 days after the giving of written notice to Acquirer of such breach; or
(ii) in accordance with Section  7.05(b);  provided,  however,  that the Company
shall have complied with all provisions thereof.

Section  7.02  Effect  of  Termination.  In the  event  of  termination  of this
Agreement  by either the Company or Acquirer as provided in Section  7.01,  this
Agreement shall forthwith become void and have no effect,  without any liability
or obligation on the part of Acquirer or the Company,  other than the provisions
of Section 2.08,  Section 3.06,  Section 5.05,  Section 5.06, this Section 7.02,
Section 7.05 and Article VIII, which provisions shall survive such  termination,
and except to the extent  that such  termination  results  from the  willful and
material breach by a party of any representation, warranty or covenant set forth
in this Agreement.

Section  7.03  Amendment.  This  Agreement  may  not  be  amended  except  by an
instrument in writing signed on behalf of each of the parties hereto.

Section 7.04 Extension;  Waiver. At any time prior to the Share Acceptance,  the
parties  hereto  may (a)  extend  the  time  for the  performance  of any of the
obligations or other acts of the other parties,  (b) waive any  inaccuracies  in
the  representations  and  warranties  contained  in  this  Agreement  or in any
document  delivered  pursuant  to this  Agreement  or (c) except as set forth in
Section 6.03 with respect to the Minimum Tender Condition, waive compliance with
any of the agreements or conditions  contained in this Agreement.  Any agreement
on the part of a party to any such  extension  or waiver  shall be valid only if
set forth in an  instrument  in  writing  signed on  behalf of such  party.  Any
failure  or delay by any party  hereto to assert  any of its  rights  under this
Agreement or otherwise shall not constitute a waiver of such rights.

Section 7.05 Procedure for Termination, Amendment, Extension or Waiver.

(a) A termination  of this  Agreement  pursuant to Section 7.01, an amendment of
this  Agreement  pursuant to Section 7.03 or an extension or waiver  pursuant to
Section  7.04  shall,  in  order  to be  effective,  require  in the case of the
Company, action by its Board of Directors or the duly authorized designee of its
Board of Directors (including the Special Committee).

(b) Prior to the Share  Acceptance  and so long as the Company is in  compliance
with Section 4.02, the Company may terminate this Agreement  pursuant to Section
7.01(d)(ii) if (i) the Company Board has received a Company  Takeover  Proposal,
(ii) the Special Committee shall have determined in good faith that such Company
Takeover Proposal constitutes a Superior Company Proposal,  (iii) at least three
(3) business days prior to such  termination,  the Company notifies  Acquirer in
writing of the determination  described in clause (ii) above, which notice shall
describe all material terms of such Company Takeover Proposal in accordance with
Section  4.02(c)  hereof;  (iv) Acquirer  shall not have made,  within three (3)
business  days of receipt of such notice  referred to in clause (iii)  above,  a
binding  written offer to acquire the Company that causes the Special  Committee
to no longer be able to  determine  in good  faith  that such  Superior  Company
Proposal remains a Superior Company Proposal,  and (v) the Company  concurrently
(or  substantially  contemporaneously),   enters  into  a  definitive  agreement
providing for the implementation of such Superior Company Proposal.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

Section  8.01  Nonsurvival  of  Representations  and  Warranties.  None  of  the
representations and warranties in this Agreement or in any instrument  delivered
pursuant to this Agreement shall survive the Share Acceptance. This Section 8.01
shall not limit any  covenant or  agreement  of the parties  hereto which by its
terms contemplates performance after the Share Acceptance.

Section  8.02  Notices.  All  notices,   requests,  claims,  demands  and  other
communications  given or made under this Agreement shall be in writing and shall
be  deemed  to have  been  duly  given or made (i) as of the date  delivered  if
delivered personally or by a nationally  recognized overnight courier service or
(ii) on the date  confirmation  of receipt (or, the first business day following
such  receipt if the date is not a business  day) of  transmission  by facsimile
(with a confirming copy of such  communication  to be sent as provided in clause
(i)),  and, in each case to the parties at the following  addresses or facsimile
number  (or at such  other  address  for a party as shall be  specified  by like
notice,  except  that  notices of changes of  address  shall be  effective  upon
receipt):

(a) If to Acquirer, to
Storage Acquisition Company, L.L.C.
c/o Equity Group Investments, L.L.C.
Two N. Riverside Plaza
Suite 600
Chicago, Illinois  60606
Attention:  Ellen Havdala
Fax:  312-454-9678

With a copy to:

Gray Cary Ware & Freidenrich LLP
2000 University Ave.
East Palo Alto, CA  94303
Attention:  Henry Lesser
Fax:  650-833-2001

(b) If to the Company, to
Home Products International, Inc.
4501 West 47th Street
Chicago, IL  60632
Attention:  Special Committee of the Board of Directors
Fax:  773-890-0523

with a copy to

Katten Muchin Zavis Rosenman
525 West Monroe Street
Chicago, IL  60661
Attention:  Maryann A. Waryjas, Esq.
Mark D. Wood, Esq.
Fax:  312-902-1061

Section 8.03 Definitions.  For purposes of this Agreement:

(a) "Acquirer  Group" shall mean Acquirer,  any direct or indirect equity holder
of Acquirer,  including EGI-Fund (02-04)  Investors,  L.L.C., a Delaware limited
liability company,  any direct or indirect subsidiary of Acquirer,  Equity Group
Investments,  L.L.C., a Delaware limited  liability  company,  Joseph Gantz, and
Walnut Investment  Partners,  L.P., a Delaware limited  partnership,  and Triyar
Capital,  LLC and Triyar  Storage  Investment  Company,  LLC,  Delaware  limited
liability companies.

(b)  "Acquirer  Material  Adverse  Effect"  means any  state of  facts,  change,
development, effect, condition or occurrence that materially impairs the ability
of Acquirer to perform its  obligations  under this  Agreement or consummate the
Transactions.

(c)  An  "affiliate"  of  any  person  means  another  person  who  directly  or
indirectly,  through one or more intermediaries,  controls, is controlled by, or
is under  common  control  with,  such first  person.  For the  purposes of this
Agreement,  (i) no member of the  Acquirer  Group is an affiliate of the Company
and (ii) the Company is not an affiliate of any member of the Acquirer Group.

(d) "Company  Benefit  Plan" means any  collective  bargaining  agreement or any
bonus,  "employee  pension  benefit  plans" (as  defined in Section  3(2) of the
Employee  Retirement  Income  Security  Act  of  1974,  as  amended  ("ERISA")),
"employee welfare benefit plans" (as defined in Section 3(1) of ERISA), deferred
compensation,  incentive compensation,  stock ownership,  stock purchase,  stock
option,  phantom  stock,  retirement,  vacation,  severance,  disability,  death
benefit,  hospitalization,  medical or other plan,  arrangement or understanding
providing benefits to any current or former employee, officer or director of the
Company or any Company Subsidiary.

(e)  "Company  Material  Adverse  Effect"  means  any  state of  facts,  change,
development, effect, condition or occurrence that is material and adverse to the
business, prospects, financial condition or results of operations of the Company
and the Company  Subsidiaries,  taken as a whole, or that materially impairs the
ability of the  Company to  perform  its  obligations  under this  Agreement  or
consummate the Transactions; provided, however, that none of the following shall
be deemed in themselves, either alone or in combination, to constitute, and none
of the following  shall be taken into account in  determining  whether there has
been or will be, a Company  Material  Adverse Effect:  any change or effect that
results from (A)  conditions  affecting  the consumer  housewares  manufacturing
industry  generally,  (B) any change in the  trading  price or volume of Company
Common  Stock,  in and of itself,  or (C) the  announcement  or pendency of this
Agreement  or the Offer,  including  any  stockholder  class  action  litigation
arising from  allegations  of breach of fiduciary duty relating to the Agreement
or any litigation covered by the proviso to Section 6.01(f).  The parties hereby
agree that an increase in the price of resin (as set forth in The Plastics  News
trade  publication)  used by the Company in its business by less than 12.5% from
the date of this  Agreement  shall not, in and of itself,  constitute  a Company
Material Adverse Effect.

(f) "Company  Stock Plan" means the Company's  (i) 1994 Stock Option Plan,  (ii)
1991 Stock Option Plan,  (iii) 1987 Stock  Option  Plan,  (iv) 1999  Performance
Incentive  Plan and (vi) 1999  Director's  Restricted  Stock Plan, and any other
stock option plan of the Company or any Company  Subsidiary which issued options
to purchase  shares of the Company to  officers,  employees  or directors of the
Company, in each case as amended through the date of this Agreement.

(g) "Company  Takeover  Proposal"  means any  inquiry,  proposal or offer from a
third party relating to, or that is reasonably  likely to lead to, any direct or
indirect acquisition, in one transaction or a series of transactions,  including
any merger, consolidation,  tender offer, stock acquisition,  asset acquisition,
binding share exchange,  business  combination,  recapitalization,  liquidation,
dissolution,  joint  venture or similar  transaction,  of (i) 25% or more of the
assets,  properties or business of the Company or its Subsidiaries,  or (ii) 20%
or more of the  outstanding  shares of Company Common Stock or capital stock of,
or other equity or voting interests in, the Company or any of its Subsidiaries.

(h)  "Company  Triggering  Event"  shall  mean  the  occurrence  of  any  of the
following:  (i) an Adverse  Recommendation Change by the Company Board; (ii) the
Company  shall  have  failed  to  include  in the  Schedule  14D-9  a  statement
recommending  that  holders of Company  Common Stock accept the Offer and tender
their Shares thereunder;  (iii) the Board of Directors of the Company shall have
approved, endorsed or recommended any Company Takeover Proposal; (iv) any member
of the Company Board  directly or indirectly  publicly  recommends,  endorses or
supports any Company  Takeover  Proposal or publicly advises against or publicly
recommends or encourages other Company shareholders to not accept the Offer; (v)
a tender or exchange offer (other than the Offer)  relating to securities of the
Company  shall have been  commenced  and the Company  shall not have sent to its
securityholders,  within 10 business days after the  commencement of such tender
or exchange  offer,  a statement  disclosing  that the Company Board  recommends
rejection of such tender or exchange offer;  (vi) a Company Takeover Proposal is
publicly  announced,  and the Company fails to issue a press release  announcing
its opposition to such Company  Takeover  Proposal within 10 business days after
such Company Takeover  Proposal is announced;  (vii) the Company enters into any
letter  of  intent,   memorandum  of  understanding,   agreement  in  principle,
acquisition  agreement,   merger  agreement,  option  agreement,  joint  venture
agreement, partnership agreement or other agreement (excluding any nondisclosure
agreement)  constituting  or directly  related to, or which is intended to or is
reasonably likely to lead to, any Company Takeover Proposal;  (viii) the Company
fails to publicly confirm its approval or  recommendation  of this Agreement and
the  acceptance  of the Offer by the holders of Company  Common Stock within ten
(10)  business  days  after  receipt of request  from  Acquirer  after a Company
Takeover  Proposal is publicly  announced by the Company;  (ix) if,  pursuant to
Section  5.09 and without the written  approval of Acquirer,  the Company  Board
amends the Company  Rights  Agreement,  redeems the Company  Rights or takes any
action with respect to, or makes any  determination  under,  the Company  Rights
Agreement  to  comply  with  its  fiduciary  duties  and,  as a  result  of such
amendment, redemption, action or determination, any person other than any member
of the  Acquirer  Group or any of its  affiliates  is  permitted  to  become  an
Acquiring Person (as currently defined in the Company Rights Agreement).

(i) "Competition  Laws" means statutes,  rules,  regulations,  orders,  decrees,
administrative  and  judicial  doctrines,  and other Laws that are  designed  or
intended to prohibit,  restrict or regulate actions having the purpose or effect
of monopolization,  lessening of competition or restraint of trade, and includes
the  Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended, and, to
the  extent  applicable,  equivalent  Laws of the  European  Union or the Member
States thereof, Canada and any other country in which the Company or any Company
Subsidiary has operations or derives revenue.

(j) "Permitted Lien" means (i) Liens as reflected on the Company's June 26, 2004
balance sheet,  including the notes thereto,  included in the Company  Financial
Statements,  (ii)  Liens for Taxes not yet due and  payable,  or, if due (A) not
delinquent,  or (B) being  contested  in good faith by  appropriate  proceedings
during which  collection or enforcement is stayed (iii) statutory Liens securing
payments  not  yet  due,  including   carriers',   warehouseman's,   mechanics',
materialmen's,  repairmen's or other similar Liens,  (iv) pledges or deposits in
connection with workers'  compensation,  unemployment insurance and other social
security  legislation,  (v)  easements,  rights-of-way,  restrictions  and other
similar Liens incurred in the ordinary course of business,  (vi) title retention
or security  interests under  conditional  sales contracts and equipment  leases
with third parties entered into in the ordinary course of business,  (vii) Liens
relating  to  purchase  money  obligations,   and  (viii)  Liens,  if  any,  as,
individually or in the aggregate, would not have or result in a Company Material
Adverse Effect or Acquirer Material Adverse Effect, as applicable.

(k) A "person" means any individual,  firm, corporation,  partnership,  company,
limited  liability  company,  trust,  joint venture,  association,  Governmental
Entity or other entity.

(l) A "Representative" of any person means any officer, director or employee of,
or any investment  banker,  attorney or other advisor or representative of, such
person.

(m) A "subsidiary" of any person means another  person,  an amount of the voting
securities or other voting ownership or voting partnership interests of which is
sufficient  to elect at least a  majority  of its  Board of  Directors  or other
governing  body (or, if there are no such voting  interests,  50% or more of the
equity interests of which) is owned directly or indirectly by such first person.

(n)  "Superior  Company  Proposal"  means any inquiry,  proposal or offer from a
third party relating to, or that is reasonably  likely to lead to, any direct or
indirect acquisition, in one transaction or a series of transactions,  including
any merger,  consolidation,  tender offer,  exchange offer,  stock  acquisition,
asset    acquisition,    binding   share   exchange,    business    combination,
recapitalization,   liquidation,   dissolution,   joint   venture   or   similar
transaction,  of (i) all or  substantially  all of the  assets,  properties  and
business  of the  Company  or its  Subsidiaries  or  (ii)  50%  or  more  of the
outstanding  shares of the Company  Common  Stock or capital  stock of, or other
equity or voting interests in, the Company or any of its Subsidiaries,  that the
Special  Committee  determines  in good faith,  after receipt of advice from the
Company's  independent  financial  advisors,  is more favorable to the Company's
stockholders  from a financial  point of view than the Offer (or if  applicable,
any  proposal  by Acquirer  to amend the terms of this  Agreement),  taking into
account all of the terms and  conditions  of such  proposal,  the  likelihood of
completion of such transaction,  and all financial,  regulatory, legal and other
aspects of such proposal.

(o) "Taxes"  includes  all forms of taxation  imposed by any domestic or foreign
(whether national, federal, state, provincial, local, or otherwise) Governmental
Entity, including income, franchise,  property, sales, use, excise,  employment,
unemployment,  payroll,  social  security,  estimated,  value added, ad valorem,
transfer,  recapture,  withholding  and other taxes of any kind,  including  all
interest, penalties and additions thereto.

Section 8.04 Interpretation; Disclosure Letter.

(a)  When a  reference  is made in  this  Agreement  to a  Section,  Exhibit  or
Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to,
this Agreement  unless otherwise  indicated.  The table of contents and headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation  of this Agreement.  Whenever the words
"include,"  "includes" or "including" are used in this Agreement,  they shall be
deemed to be followed by the words  "without  limitation."  The words  "hereof,"
"herein," "hereby" and "hereunder" and words of similar import when used in this
Agreement  shall refer to this  Agreement  as a whole and not to any  particular
provision of this Agreement.  The words "date hereof" shall refer to the date of
this Agreement.  The term "or" is not exclusive. The word "extent" in the phrase
"to the extent" shall mean the degree to which a subject or other thing extends,
and such phrase  shall not mean simply "if." The  definitions  contained in this
Agreement  are  applicable  to the  singular as well as the plural forms of such
terms.  Any  agreement  or  instrument  defined or  referred to herein or in any
agreement  or  instrument  that is referred to herein  means such  agreement  or
instrument as from time to time amended, modified or supplemented. References to
a person are also to its permitted successors and assigns.

(b) The Company may update or amend the Company  Disclosure  Letter prior to the
Share Acceptance;  provided however, if any such update or amendment discloses a
breach or default under this  Agreement  which results in Section 6.01 not being
satisfied,  Acquirer  may  terminate  this  Agreement  as  permitted  by Section
7.01(b).

Section 8.05  Severability.  If any term or other provision of this Agreement is
invalid,  illegal or incapable of being  enforced as a result of any  applicable
Law, or public  policy,  all other  conditions  and provisions of this Agreement
shall  nevertheless  remain in full force and effect so long as the  economic or
legal substance of the Transactions  contemplated  hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term or
other provision is invalid,  illegal or incapable of being enforced, the parties
hereto shall  negotiate  in good faith to modify this  Agreement so as to effect
the  original  intent of the  parties as closely as  possible  in an  acceptable
manner to the end that the Transactions are fulfilled to the extent possible.

Section  8.06  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties  hereto and delivered to the other  parties.  Each party hereto need
not sign the same  counterpart.  This  Agreement,  and each other  agreement  or
instrument entered into in connection  herewith or contemplated  hereby, and any
amendments  hereto or thereto,  to the extent signed and delivered by means of a
facsimile  machine,  shall be treated in all  manner  and  respects  and for all
purposes as an original  agreement or instrument and shall be considered to have
the same binding legal effect as if it were the original  signed version thereof
delivered in person. At the request of any party hereto or to any such agreement
or  instrument,  each other party hereto or thereto  shall  re-execute  original
forms thereof and deliver them to all other  parties.  No party hereto or to any
such  agreement  or  instrument  shall raise the use of a  facsimile  machine to
deliver a signature or the fact that any  signature  or agreement or  instrument
was  transmitted  or  communicated  through the use of a facsimile  machine as a
defense  to the  formation  or  enforceability  of this  Agreement  or any  such
agreement or instrument, and each such party forever waives any such defense.

Section 8.07 Entire  Agreement;  No Third-Party  Beneficiaries.  This Agreement,
taken together with the Company  Disclosure  Letter,  (a) constitutes the entire
agreement, and supersedes all prior agreements and understandings,  both written
and oral,  among the parties  hereto with  respect to the  Transactions  and (b)
except for the  provisions  of Section  5.05  (which are  intended to be for the
benefit of the persons  covered thereby and may be enforced by such persons only
following the  consummation  of the Offer),  are not intended to confer upon any
person other than the parties hereto any rights or remedies.

Section 8.08 Governing  Law. This Agreement  shall be governed by, and construed
in accordance  with,  the laws of the State of Delaware,  regardless of the laws
that might  otherwise  govern under  applicable  principles of conflicts of laws
thereof.

Section 8.09 Assignment. Neither this Agreement nor any of the rights, interests
or obligations  under this Agreement shall be assigned,  in whole or in part, by
operation  of law or otherwise  by any of the parties  hereto  without the prior
written  consent of the other  parties.  Any purported  assignment  without such
consent shall be void. Subject to the preceding  sentences,  this Agreement will
be binding  upon,  inure to the benefit of, and be  enforceable  by, the parties
hereto and their respective successors and assigns.

Section 8.10 Enforcement; Waiver of Jury Trial.

(a) The parties  hereto agree that  irreparable  damage would occur in the event
that any of the  provisions of this  Agreement  were not performed in accordance
with their specific terms or were otherwise  breached.  It is accordingly agreed
that the parties  hereto shall be entitled to an  injunction or  injunctions  to
prevent  breaches of this  Agreement and to enforce  specifically  the terms and
provisions  of this  Agreement in any Illinois  state court or any Federal court
located in Chicago,  Illinois,  this being in  addition  to any other  remedy to
which they are entitled at law or in equity.  In  addition,  each of the parties
hereto irrevocably and unconditionally  submits to the exclusive jurisdiction of
any Illinois  state court or any Federal court located in Chicago,  Illinois for
the  purposes  of any suit,  action  or other  proceedings  arising  out of this
Agreement or any Transaction (and each party agrees that no such suit, action or
proceeding  arising out of to this Agreement or any Transaction shall be brought
by it or any of its affiliates except in such courts). Each party hereto further
agrees that, to the fullest extent  permitted by applicable Law,  service of any
process,  summons,  notice or document by U.S.  registered  mail to such party's
respective address set forth above shall be effective service of process for any
suit,  action or  proceeding in Illinois with respect to any matters to which it
has submitted to  jurisdiction  in this Section 8.10. Each of the parties hereto
irrevocably  and  unconditionally  waives (and agrees not to plead or claim) any
objection to the laying of venue of any suit,  action or proceeding  arising out
of this Agreement or any  Transaction in any Illinois State court or any Federal
court located in Chicago,  Illinois, or that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.

(b) Each  party  hereto  hereby  waives,  to the  fullest  extent  permitted  by
applicable Law, any right it may have to a trial by jury in respect of any suit,
action  or  proceeding  directly  or  indirectly  arising  out of,  under  or in
connection  with this  Agreement  or any  Transaction.  Each party  hereto,  (i)
certifies  that no  representative,  agent or  attorney  of any other  party has
represented,  expressly or otherwise, that such party would not, in the event of
any suit,  action or proceeding,  seek to enforce the foregoing  waiver and (ii)
acknowledges  that it and the other  parties  hereto have been  induced to enter
into this Agreement by, among other things the mutual waivers and certifications
in this Section 8.10(b).

                            [Signature page follows.]

IN WITNESS WHEREOF, Acquirer and the Company have duly executed this Acquisition
Agreement as of the date first written above.

STORAGE ACQUISITION COMPANY, L.L.C.

/s/
-----------------------------
 Authorized Signatory


HOME PRODUCTS INTERNATIONAL, INC.

/s/
-----------------------------
Authorized Signatory







                                    EXHIBIT 8

                               INVESTORS AGREEMENT

THIS  INVESTORS  AGREEMENT (the  "Agreement")  is entered into as of October 28,
2004, by and among  Storage  Acquisition  Company,  L.L.C.,  a Delaware  limited
liability  company  (the  "Company"),  EGI-Fund  (02-04)  Investors,  L.L.C.,  a
Delaware  limited  liability  company ("EGI"),  Joseph Gantz  ("Gantz"),  Walnut
Investment  Partners,  L.P., a Delaware limited partnership  ("Walnut"),  Triyar
Storage Investment Company, LLC, a Delaware limited liability company ("Triyar")
and the other persons and entities set forth on Schedule A hereto  (individually
an "Investor" and collectively the "Investors").

                                    RECITALS

WHEREAS,  the  Company  has  been  formed  for  the  purpose  of  acquiring  the
outstanding   common   stock  (the  "HPI   Common   Stock")  of  Home   Products
International, Inc., a Delaware corporation ("HPI"), by means of a tender offer,
pursuant  to  an  Acquisition   Agreement  between  the  Company  and  HPI  (the
"Acquisition  Agreement").  Capitalized  terms not otherwise defined herein have
the meanings given in the Acquisition Agreement;

WHEREAS,  as partial  consideration  for each  Investor's  agreement to purchase
membership  interests of the Company (the  "Membership  Interests"),  each other
Investor has agreed to execute and deliver,  and become bound by the obligations
under, this Agreement; and

WHEREAS,  the Investors  wish to promote the Company's  best interests and their
own  interests  and  facilitate  the  Offer,  as  that  term is  defined  in the
Acquisition  Agreement,  by imposing  certain  restrictions  and  obligations on
themselves.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree:

1. Initial Capital Contributions. Each Investor hereby agrees that, prior to the
Share  Acceptance,  at such times as is  determined  by the  Company's  Managing
Member,  such Investor shall pay and  contribute to the Company cash and/or,  at
the election of such  Investor,  shares of HPI Common  Stock,  with an Aggregate
Contribution  Value (as defined  below) equal to the dollar value set forth next
to such Investor's name on Schedule A, and such Investor shall receive  therefor
Membership  Interests in the Company pursuant to the Company's Limited Liability
Company  Agreement dated as of the date hereof (the "Operating  Agreement").  As
used  herein,  "Aggregate  Contribution  Value"  means,  with  respect  to  each
Investor,  the sum of (a) the total amount of cash paid and  contributed  to the
Company by such  Investor,  plus (b) the  product of (x) the number of shares of
HPI Common Stock contributed to the Company by such Investor,  multiplied by (y)
$2.25.  In no event  shall any  Investor  be liable for the failure of any other
Investor to make its or his required payments and contributions hereunder.

2. Expenses of Offer and Related Expenses; Additional Capital Contributions. The
Company's  Managing  Member,  in its sole  discretion,  may,  from time to time,
request  from the  Investors  additional  cash  Capital  Contributions  (up to a
maximum of $15,000,000, or such larger amount as is approved in a writing signed
by (i)  the  holder  of the  largest  Percentage  Interest  (as  defined  in the
Operating  Agreement)  in the  Company  and (ii) the  Supermajority  of Minority
Interests (as defined in the Operating  Agreement) in the Company) on a pro rata
basis, based on each Investor's  aggregate Capital  Contributions prior thereto,
in  accordance  with  Section  7.5 of the  Operating  Agreement,  to pay for, or
reimburse the payment of, costs and expenses incurred by HPI, the Company and/or
Investors on behalf of the Company and  approved by the  Managing  Member in its
sole discretion,  in connection with the Offer and the transactions contemplated
thereby  and  the  consequences  thereof,  including,  without  limitation:  (i)
attorneys',  accountants'  and  other  professionals'  fees and  expenses;  (ii)
brokerage,  investment  banking and similar fees and expenses;  (iii) severance,
other compensation and other payments owed to HPI employees,  option holders and
other constituents;  and (iv) payments in respect of any outstanding obligations
of HPI, in each case to the extent not paid or  reimbursed by HPI. To the extent
any Investor declines to fund its pro rata share of requested additional Capital
Contributions,  each other Investor shall be entitled, but not required, to fund
the unfunded Capital  Contribution on a pro rata basis, based on each Investor's
aggregate Capital Contributions prior thereto, in accordance with Section 7.5 of
the Operating  Agreement.  All Capital  Contributions  requested by the Managing
Member for the purposes  described  herein during the first six months following
the Share Acceptance  shall be contributed at the same Company  enterprise value
as that at the time of the initial Capital Contributions made by the Investors.

3. Investor Representations and Warranties.  Each Investor hereby represents and
warrants to the Company and each other  Investor  that the  representations  and
warranties  relating  to  such  Investor  set  forth  in  Section  3.08  of  the
Acquisition Agreement are true and correct.

4. Additional Documentation. Each Investor shall, from time to time, execute and
deliver,  or cause to be executed  and  delivered,  such  additional  or further
consents,  documents and other  instruments and shall take all such other action
as any other party hereto may reasonably  request for the purpose of effectively
carrying out the  transactions  contemplated  by and the purposes and intents of
this Agreement.

5. Term of this Agreement. The term of this Agreement shall commence at the date
this  Agreement is executed by all parties and shall  continue until the parties
unanimously  agree to terminate  the  Agreement or until the earliest of (A) the
date on which none of the 9 5/8 % Senior  Subordinated  Notes due 2008 issued by
HPI and  outstanding  as of the date hereof (as such may be amended  pursuant to
their terms, the "Notes") are outstanding,  (B) the date on which such Notes and
the  Indenture  dated as of May 14,  1998,  by and  among  HPI,  the  Subsidiary
Guarantors (as defined in such Indenture) and LaSalle National Bank, predecessor
to HSBC Bank USA, as trustee (as such may be amended  pursuant to its terms, the
"Indenture")  are  satisfied and  discharged  or the  Indenture  ceases to be in
effect,  (C) the date of defeasance in whole of the HPI's  obligations under the
Notes and the Indenture, and (D) the termination of the Acquisition Agreement in
accordance with its terms.

6. Remedies.  The Investors  stipulate that an Investor's remedies at law in the
event of any default or threatened  default by an Investor in the performance of
or  compliance  with any of the terms hereof are not and will not be adequate to
the fullest  extent  permitted by law,  and that such terms may be  specifically
enforced by a decree for the specific  performance  of any  agreement  contained
herein or by an  injunction  against a violation  of any of the terms  hereof or
otherwise.

7.  Enforcement  Costs. If any party to, or beneficiary of, this Agreement seeks
to enforce its rights  hereunder by legal  proceedings  or  otherwise,  then the
non-prevailing party shall pay all reasonable costs and expenses incurred by the
prevailing party, including,  without limitation, all reasonable attorneys' fees
and costs of suit.

8. Nonwaiver;  Cumulative Remedies. No course of dealing or any delay or failure
to exercise any right  hereunder on the part of an Investor  shall  operate as a
waiver of such right or otherwise  prejudice  the rights,  powers or remedies of
such  Investor.  No single or partial  waiver by an  Investor  of any  provision
hereof or of any breach or  default  hereunder  or of any right or remedy  shall
operate as a waiver of any other provision,  breach,  default right or remedy or
of the same provision,  breach,  default,  right or remedy on a future occasion.
The rights and remedies  provided  herein are  cumulative and are in addition to
all rights and remedies  which each  Investor may have in law or in equity or by
statute or otherwise.

9. Notices. All notices,  requests, reports and other communications pursuant to
this  Agreement  shall be in  writing,  either by letter  (delivered  by hand or
commercial delivery service or sent by certified mail, return receipt requested)
or telecopier,  addressed to each Investor at the address set forth next to such
Investor's  name on  Schedule A hereto.  Any  notice,  request or  communication
hereunder shall be deemed to have been given on the day on which it is delivered
by hand to such party at its address  specified  above,  or, if sent by mail, on
the third  business day following the day it was deposited in the mail,  postage
prepaid,  or in the case of  telecopy  notice,  when  transmitted  addressed  as
aforesaid,  answerback  received.  Any party may change the person or address to
whom or which notices are to be given hereunder, by notice duly given hereunder;
provided,  however,  that any such  notice  shall be deemed  to have been  given
hereunder only when actually received by the party to which it is addressed.

10. Miscellaneous Provisions.

(a) This  Agreement  shall be governed by and construed in  accordance  with the
laws of the State of Delaware  (without  regard to conflicts of laws  purposes).
Each party hereby irrevocably and unconditionally consents service of process by
notice given as provided herein and to submit to the jurisdiction of the federal
courts  located  in the  State of  Delaware  or any  Delaware  state  courts  in
connection  with any action or  proceeding  arising  out of or  relating to this
Agreement and the transactions  contemplated  hereby (and agrees not to commence
any suit, action or proceeding relating thereto except in those courts),  waives
any defense or objection  such party may have or hereafter  have relating to the
laying of venue of any suit,  action or proceeding in any such courts and agrees
not to plead or claim that any suit,  action or proceeding  brought  therein has
been brought in an inconvenient forum.

(b) If, in any action  before any court or agency  legally  empowered to enforce
any term, any term is found to be unenforceable,  then such term shall be deemed
modified to the extent necessary to make it enforceable by such court or agency.
If any  term  is not  curable  as set  forth  in  the  preceding  sentence,  the
unenforceability  of such term  shall not affect  the other  provisions  of this
Agreement but this Agreement  shall be construed as if such  unenforceable  term
had never been contained herein.

(c) This Agreement,  together with the Operating Agreement,  embodies the entire
agreement  between the parties  hereto with respect to the subject matter hereof
and  supersedes  any and all prior  agreements  and  understandings  between the
parties  hereto with respect to the subject  matter  hereof.  This Agreement may
only be amended,  modified or restated by means of a written instrument executed
by (i)  the  holder  of the  largest  Percentage  Interest  (as  defined  in the
Operating  Agreement)  in the  Company  and (ii) the  Supermajority  of Minority
Interests in the Company.  Notwithstanding  the  foregoing,  all parties  hereto
acknowledge and agree that individuals  identified by the Company as prospective
officers and key employees of HPI (each a "Member of Management")  may be issued
membership  interests  of the Company and invited or required to become party to
this  Agreement  as a condition of such  issuance,  and hereby agree that if and
when a Member of Management receives a Membership Interest in the Company,  such
Member of Management may become a party to, and bound by, this Agreement, solely
with the consent of the Company and by  delivering  to the Company a counterpart
signature  page to this  Agreement  (and  Schedule A hereto shall be adjusted to
reflect the Aggregate Contribution Value provide by such Member of Management).

(d) This Agreement  shall not be  assignable,  by operation of law or otherwise,
without the consent of all other parties  hereto,  but shall be binding upon the
parties hereto.

(e) This  Agreement  and the  documents  and  instruments  and other  agreements
specifically  referred to herein or delivered  pursuant hereto, are not intended
to confer upon any other person any rights or remedies hereunder,  and shall not
be assigned by operation of law or otherwise  without the written consent of the
other parties.

(f) Various headings used in this Agreement are for convenience only and are not
to be used in  interpreting  the text of the  section in which they appear or to
which they relate.

(g) This  Agreement may be executed by the parties in two or more  counterparts,
each of which shall be deemed to constitute an original,  and all of which shall
constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have caused this Investors Agreement to be
duly executed as of the date first above written.


STORAGE ACQUISITION COMPANY, L.L.C.

/s/ Donald J. Liebentritt
-----------------------------
 Vice President


EGI-FUND (02-04) INVESTORS, L.L.C.

/s/ Donald J. Liebentritt
-----------------------------
 Vice President


WALNUT INVESTMENT PARTNERS, L.P.
By: Walnut Investments Holding Company, LLC
Its: General Partner

/s/ James M. Gould
-----------------------------
By: James M. Gould
Its: Manager


/s/ Joseph Gantz
-----------------------------
JOSEPH GANTZ


TRIYAR STORAGE INVESTMENT COMPANY, LLC

/s/ Mark Weber
-----------------------------
By: Mark Weber
Its: Authorized Signatory






                                    EXHIBIT 9

                           AGREEMENT REGARDING FUNDING

THIS AGREEMENT  REGARDING  FUNDING (this  "Agreement") is made as of October 28,
2004,  by EGI-Fund  (02-04)  Investors,  L.L.C.,  a Delaware  limited  liability
company ("Investor"), in favor of Home Products International,  Inc., a Delaware
corporation (the "Company").

                                    RECITALS

A. The Company and  Storage  Acquisition  Company,  L.L.C.,  a Delaware  limited
liability  company  ("Storage"),  have  entered  into that  certain  Acquisition
Agreement, dated as of the date hereof (the "Acquisition Agreement"),  providing
for,  among other  things,  the  acquisition  of common  stock of the Company by
Storage as provided in the Acquisition Agreement (the "Acquisition").

B. Investor is a member of Storage.

C. As a  material  inducement  for the  Company  to enter  into the  Acquisition
Agreement,  Investor  desires,  pursuant to the terms and  conditions  described
herein, to provide this Agreement regarding funding of Storage.

NOW,  THEREFORE,  for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree as
follows:

1. Capitalized  terms not otherwise defined herein have the meanings provided in
the Acquisition Agreement.  As used in this Agreement,  the following terms have
the meanings given below:

(a) "Aggregate Contributions" means the amount equal to sum of (a) the aggregate
amount of all cash  contributions by all investors in Storage prior to the Share
Acceptance, plus (b) the product of (i) the aggregate number of shares of common
stock of the Company contributed to Storage by all investors in Storage prior to
the Share Acceptance, multiplied by (ii) Two and 25/100 Dollars ($2.25).

(b) "Cash  Contribution"  means the aggregate  amount of all cash invested in or
contributed to Storage by Investor.

(c)  "Share  Value"  means an amount  equal to the  product of (a) the number of
shares of common  stock of the  Company  contributed  to  Storage  by  Investor,
multiplied, by (b) Two and 25/100 Dollars ($2.25).

2. Investor agrees that it shall,  prior to the Share  Acceptance,  invest in or
contribute  to,  or cause to be  invested  in or  contributed  to,  Storage  any
combination  of shares of common stock of the Company and cash such that the sum
of the Share Value plus the Cash  Contribution  is not less than Eleven  Million
Five Hundred  Forty Eight  Thousand One Hundred  Eighty Five and 00/100  Dollars
($11,548,185.00),  or such lesser  amount as is  sufficient  to cause Storage to
hold, at the time of the Share Acceptance, Aggregate Contributions available for
payment of the aggregate  Offer Price of not less than  Seventeen  Million Seven
Hundred   Twenty  Seven   Thousand  Five  Hundred   Thirty  and  00/100  Dollars
($17,727,530.00).

3. This  Agreement  shall remain and continue in full force and effect until the
Expiration  Date (as defined  below),  at which  time,  the  obligations  of the
Investor  under this  Agreement  shall cease,  become null and void and be of no
further force or effect. As used in this Agreement,  "Expiration Date" means the
earliest  to occur of:  (a)  payment  in full of the Offer  Price for all Shares
purchased  pursuant to the Offer under the  Acquisition  Agreement;  and (b) the
termination of the Acquisition Agreement pursuant to Section 7.01 thereof.

4. This Agreement may not be amended, modified, waived, discharged or terminated
orally  or by course of  conduct,  but only by an  instrument  in  writing  duly
executed  by both the  Company  and  Investor.  No waiver by the  Company of any
default or any other event shall be  effective  unless in writing,  nor shall it
operate  as a waiver of any other  default  or of the same  default  on a future
occasion.  No delay or omission by the Company in exercising  any of its rights,
remedies,  powers and privileges  hereunder and no course of dealing between the
Company  and  Investor  shall be  deemed a waiver by the  Company  of any of its
rights,  remedies,  powers or  privileges,  even if such  delay or  omission  is
continuous or repeated,  nor shall any single or partial  exercise of any right,
remedy, power or privilege preclude any other or further exercise thereof by the
Company, or the exercise of any other right,  remedy,  power or privilege by the
Company.

5. This  Agreement  shall be binding  upon and shall inure to the benefit of the
Company and Investor and their respective successors and assigns. This Agreement
is not  intended  to  confer  upon any  other  person  any  rights  or  remedies
hereunder,  and shall not be  assigned by  operation  of law or  otherwise.  All
rights and remedies of the Company under this  Agreement are  cumulative and not
restrictive of any other rights or remedies available at law or in equity.

6. All notices, requests, claims, demands and other communications given or made
under this  Agreement  shall be in writing and shall be deemed to have been duly
given or made (i) as of the  date  delivered  if  delivered  personally  or by a
nationally recognized overnight courier service or (ii) on the date confirmation
of receipt (or, the first business day following such receipt if the date is not
a business day) of  transmission  by facsimile  (with a confirming  copy of such
communication  to be sent as provided in clause  (i)),  and, in each case to the
parties at the following addresses or facsimile number (or at such other address
for a party as shall be specified by like notice, except that notices of changes
of address shall be effective upon receipt):

(a) If to Investor, to
EGI-Fund (02-04) Investors, L.L.C.
Two N. Riverside Plaza, Suite 600
Chicago, Illinois  60606
Attention:  Ellen Havdala
Fax:  312-454-9678

With a copy to:

Gray Cary Ware & Freidenrich LLP
2000 University Ave.
East Palo Alto, CA  94303
Attention:  Henry Lesser, Esq.
Fax:  (650) 833-2001

(b) If to Company, to
Home Products International, Inc.
4501 West 47th Street
Chicago, IL  60632
Attention:  Special Committee of the Board of Directors
Fax:  773-890-0523

with a copy to

Katten Muchin Zavis Rosenman
525 West Monroe Street
Chicago, IL  60661
Attention:  Maryann A. Waryjas, Esq.
Mark D. Wood, Esq.
Fax:  312-902-1061

7. Whenever  possible,  each provision of this Agreement shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this  Agreement  shall be  prohibited by or invalid under such law,
such  provision  shall be  ineffective  to the  extent  of such  prohibition  or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining provisions of this Agreement.

8.  This  Agreement  shall be  governed  by the laws of the  State of  Delaware,
without regard to conflicts of law principles.

9. This  Agreement  may be  executed in one or more  counterparts,  all of which
shall be considered one and the same  agreement and shall become  effective when
one or more  counterparts  have been  signed by each of the  parties  hereto and
delivered  to the  other  parties.  Each  party  hereto  need  not sign the same
counterpart.  This  Agreement to the extent  signed and  delivered by means of a
facsimile  machine,  shall be treated in all  manner  and  respects  and for all
purposes as an original and shall be  considered  to have the same binding legal
effect as if it were the original signed version thereof delivered in person. No
party hereto  shall raise the use of a facsimile  machine to deliver a signature
or the fact that any signature was transmitted or  communicated  through the use
of a facsimile  machine as a defense to the formation or  enforceability of this
Agreement, and each such party forever waives any such defense.

IN WITNESS  WHEREOF,  the undersigned have executed this Agreement as of the day
and year first above written.


EGI-FUND (02-04) INVESTORS, L.L.C.

/s/ Donald J. Liebentritt
-----------------------------
 Vice President


HOME PRODUCTS INTERNATIONAL, INC.

/s/ James E. Winslow
-----------------------------
Executive Vice President and
Chief Financial Officer


                           AGREEMENT REGARDING FUNDING

THIS AGREEMENT  REGARDING  FUNDING (this  "Agreement") is made as of October 28,
2004,  by Walnut  Investment  Partners,  L.P.,  a Delaware  limited  partnership
("Investor"),  in  favor  of  Home  Products  International,  Inc.,  a  Delaware
corporation (the "Company").

                                    RECITALS

A. The Company and  Storage  Acquisition  Company,  L.L.C.,  a Delaware  limited
liability  company  ("Storage"),  have  entered  into that  certain  Acquisition
Agreement, dated as of the date hereof (the "Acquisition Agreement"),  providing
for,  among other  things,  the  acquisition  of common  stock of the Company by
Storage as provided in the Acquisition Agreement (the "Acquisition").

B. Investor is a member of Storage.

C. As a  material  inducement  for the  Company  to enter  into the  Acquisition
Agreement,  Investor  desires,  pursuant to the terms and  conditions  described
herein, to provide this Agreement regarding funding of Storage.

NOW,  THEREFORE,  for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree as
follows:

1. Capitalized  terms not otherwise defined herein have the meanings provided in
the Acquisition Agreement.  As used in this Agreement,  the following terms have
the meanings given below:

(a) "Aggregate Contributions" means the amount equal to sum of (a) the aggregate
amount of all cash  contributions by all investors in Storage prior to the Share
Acceptance, plus (b) the product of (i) the aggregate number of shares of common
stock of the Company contributed to Storage by all investors in Storage prior to
the Share Acceptance, multiplied by (ii) Two and 25/100 Dollars ($2.25).

(b) "Cash  Contribution"  means the aggregate  amount of all cash invested in or
contributed to Storage by Investor.

(c)  "Share  Value"  means an amount  equal to the  product of (a) the number of
shares of common stock of the Company contributed to Storage, multiplied, by (b)
Two and 25/100 Dollars ($2.25).

2. Walnut  agrees  that it shall,  prior to the Share  Acceptance,  invest in or
contribute  to,  or cause to be  invested  in or  contributed  to,  Storage  any
combination  of shares of common stock of the Company and cash such that the sum
of its Share Value plus its Cash Contribution is not less than Three Million One
Hundred  Seventy Nine Thousand  Three Hundred and  Forty-Five and 00/100 Dollars
($3,179,345.00),  or such lesser  amount as is  sufficient  to cause  Storage to
hold, at the time of the Share Acceptance, Aggregate Contributions available for
payment of the aggregate  Offer Price of not less than  Seventeen  Million Seven
Hundred   Twenty  Seven   Thousand  Five  Hundred   Thirty  and  00/100  Dollars
($17,727,530.00).

3. This  Agreement  shall remain and continue in full force and effect until the
Expiration  Date (as defined  below),  at which  time,  the  obligations  of the
Investor  under this  Agreement  shall cease,  become null and void and be of no
further force or effect. As used in this Agreement,  "Expiration Date" means the
earliest  to occur of:  (a)  payment  in full of the Offer  Price for all Shares
purchased  pursuant to the Offer under the  Acquisition  Agreement;  and (b) the
termination of the Acquisition Agreement pursuant to Section 7.01 thereof.

4. This Agreement may not be amended, modified, waived, discharged or terminated
orally  or by course of  conduct,  but only by an  instrument  in  writing  duly
executed  by both the  Company  and  Investor.  No waiver by the  Company of any
default or any other event shall be  effective  unless in writing,  nor shall it
operate  as a waiver of any other  default  or of the same  default  on a future
occasion.  No delay or omission by the Company in exercising  any of its rights,
remedies,  powers and privileges  hereunder and no course of dealing between the
Company  and  Investor  shall be  deemed a waiver by the  Company  of any of its
rights,  remedies,  powers or  privileges,  even if such  delay or  omission  is
continuous or repeated,  nor shall any single or partial  exercise of any right,
remedy, power or privilege preclude any other or further exercise thereof by the
Company, or the exercise of any other right,  remedy,  power or privilege by the
Company.

5. This  Agreement  shall be binding  upon and shall inure to the benefit of the
Company and Investor and their respective successors and assigns. This Agreement
is not  intended  to  confer  upon any  other  person  any  rights  or  remedies
hereunder,  and shall not be  assigned by  operation  of law or  otherwise.  All
rights and remedies of the Company under this  Agreement are  cumulative and not
restrictive of any other rights or remedies available at law or in equity.

6. All notices, requests, claims, demands and other communications given or made
under this  Agreement  shall be in writing and shall be deemed to have been duly
given or made (i) as of the  date  delivered  if  delivered  personally  or by a
nationally recognized overnight courier service or (ii) on the date confirmation
of receipt (or, the first business day following such receipt if the date is not
a business day) of  transmission  by facsimile  (with a confirming  copy of such
communication  to be sent as provided in clause  (i)),  and, in each case to the
parties at the following addresses or facsimile number (or at such other address
for a party as shall be specified by like notice, except that notices of changes
of address shall be effective upon receipt):

(a) If to Investor, to:
Walnut Investment Partners, L.P.
Attn: Manager
312 Walnut Street, Suite 1151
Cincinnati, Ohio  45202

With a copy to:

Keating, Muething & Klekamp, PLL
1400 Provident Tower
One East Fourth Street
Cincinnati, Ohio  45202
Attn: Edward E. Steiner, Esq.
Fax:  513-579-6578

(b) If to Company, to
Home Products International, Inc.
4501 West 47th Street
Chicago, IL  60632
Attention:  Special Committee of the Board of Directors
Fax:  773-890-0523

with a copy to

Katten Muchin Zavis Rosenman
525 West Monroe Street
Chicago, IL  60661
Attention:  Maryann A. Waryjas, Esq.
Mark D. Wood, Esq.
Fax:  312-902-1061

7. Whenever  possible,  each provision of this Agreement shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this  Agreement  shall be  prohibited by or invalid under such law,
such  provision  shall be  ineffective  to the  extent  of such  prohibition  or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining provisions of this Agreement.

8.  This  Agreement  shall be  governed  by the laws of the  State of  Delaware,
without regard to conflicts of law principles.

9. This  Agreement  may be  executed in one or more  counterparts,  all of which
shall be considered one and the same  agreement and shall become  effective when
one or more  counterparts  have been  signed by each of the  parties  hereto and
delivered  to the  other  parties.  Each  party  hereto  need  not sign the same
counterpart.  This  Agreement to the extent  signed and  delivered by means of a
facsimile  machine,  shall be treated in all  manner  and  respects  and for all
purposes as an original and shall be  considered  to have the same binding legal
effect as if it were the original signed version thereof delivered in person. No
party hereto  shall raise the use of a facsimile  machine to deliver a signature
or the fact that any signature was transmitted or  communicated  through the use
of a facsimile  machine as a defense to the formation or  enforceability of this
Agreement, and each such party forever waives any such defense.

IN WITNESS  WHEREOF,  the undersigned have executed this Agreement as of the day
and year first above written.


WALNUT INVESTMENT PARTNERS, L.P.
By: Walnut Investments Holding Company, LLC
Its: General Partner

/s/ James M. Gould
-----------------------------
By: James M. Gould
Its: Manager


HOME PRODUCTS INTERNATIONAL, INC.

/s/ James E. Winslow
-----------------------------
Executive Vice President and
Chief Financial Officer


                           AGREEMENT REGARDING FUNDING

THIS AGREEMENT  REGARDING  FUNDING (this  "Agreement") is made as of October 28,
2004, by Triyar Capital,  LLC, a Delaware limited liability company  ("Triyar"),
in favor of Home  Products  International,  Inc.,  a Delaware  corporation  (the
"Company").

                                    RECITALS

A. The Company and  Storage  Acquisition  Company,  L.L.C.,  a Delaware  limited
liability  company  ("Storage"),  have  entered  into that  certain  Acquisition
Agreement, dated as of the date hereof (the "Acquisition Agreement"),  providing
for,  among other  things,  the  acquisition  of common  stock of the Company by
Storage as provided in the Acquisition Agreement (the "Acquisition").

B. Triyar Storage Investment Company,  LLC, a Delaware limited liability company
("Investor"), is an affiliate of Triyar and is a member of Storage.

C. As a  material  inducement  for the  Company  to enter  into the  Acquisition
Agreement,  Triyar  desires,  pursuant  to the  terms and  conditions  described
herein, to provide this Agreement regarding funding of Storage.

NOW,  THEREFORE,  for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree as
follows:

1. Capitalized  terms not otherwise defined herein have the meanings provided in
the Acquisition Agreement.  As used in this Agreement,  the following terms have
the meanings given below:

(a) "Aggregate Contributions" means the amount equal to sum of (a) the aggregate
amount of all cash  contributions by all investors in Storage prior to the Share
Acceptance, plus (b) the product of (i) the aggregate number of shares of common
stock of the Company contributed to Storage by all investors in Storage prior to
the Share Acceptance, multiplied by (ii) Two and 25/100 Dollars ($2.25).

(b) "Cash  Contribution"  means the aggregate  amount of all cash invested in or
contributed to Storage by Triyar and Investor.

(c)  "Share  Value"  means an amount  equal to the  product of (a) the number of
shares of common  stock of the  Company  contributed  to  Storage  by Triyar and
Investor, multiplied, by (b) Two and 25/100 Dollars ($2.25).

2. Triyar  agrees  that it shall,  prior to the Share  Acceptance,  invest in or
contribute  to,  or cause to be  invested  in or  contributed  to,  Storage  any
combination  of shares of common stock of the Company and cash such that the sum
of the Share  Value plus the Cash  Contribution  is not less than Three  Million
Dollars ($3,000,000.00), or such lesser amount as is sufficient to cause Storage
to hold, at the time of the Share Acceptance,  Aggregate Contributions available
for  payment of the  aggregate  Offer Price of not less than  Seventeen  Million
Seven  Hundred  Twenty Seven  Thousand  Five Hundred  Thirty and 00/100  Dollars
($17,727,530.00).

3. This  Agreement  shall remain and continue in full force and effect until the
Expiration  Date (as defined  below),  at which time, the  obligations of Triyar
under this  Agreement  shall  cease,  become  null and void and be of no further
force or effect. As used in this Agreement, "Expiration Date" means the earliest
to occur of:  (a)  payment in full of the Offer  Price for all Shares  purchased
pursuant to the Offer under the Acquisition  Agreement;  and (b) the termination
of the Acquisition Agreement pursuant to Section 7.01 thereof.

4. This Agreement may not be amended, modified, waived, discharged or terminated
orally  or by course of  conduct,  but only by an  instrument  in  writing  duly
executed by both the Company and Triyar. No waiver by the Company of any default
or any other event shall be effective unless in writing, nor shall it operate as
a waiver of any other  default or of the same default on a future  occasion.  No
delay or  omission  by the Company in  exercising  any of its rights,  remedies,
powers and privileges hereunder and no course of dealing between the Company and
Triyar  shall be deemed a waiver by the Company of any of its rights,  remedies,
powers or privileges,  even if such delay or omission is continuous or repeated,
nor  shall  any  single or  partial  exercise  of any  right,  remedy,  power or
privilege preclude any other or further exercise thereof by the Company,  or the
exercise of any other right, remedy, power or privilege by the Company.

5. This  Agreement  shall be  binding  upon and shall  inure to the  benefit  of
Company and Triyar and their respective  successors and assigns.  This Agreement
is not  intended  to  confer  upon any  other  person  any  rights  or  remedies
hereunder,  and shall not be  assigned by  operation  of law or  otherwise.  All
rights and  remedies of Company  under this  Agreement  are  cumulative  and not
restrictive of any other rights or remedies available at law or in equity.

6. All notices, requests, claims, demands and other communications given or made
under this  Agreement  shall be in writing and shall be deemed to have been duly
given or made (i) as of the  date  delivered  if  delivered  personally  or by a
nationally recognized overnight courier service or (ii) on the date confirmation
of receipt (or, the first business day following such receipt if the date is not
a business day) of  transmission  by facsimile  (with a confirming  copy of such
communication  to be sent as provided in clause  (i)),  and, in each case to the
parties at the following addresses or facsimile number (or at such other address
for a party as shall be specified by like notice, except that notices of changes
of address shall be effective upon receipt):

(a) If to Triyar, to 
Mark Weber 
Managing Director 
Triyar Capital, LLC
10850 Wilshire Blvd., 10th Floor
Los Angeles, CA 90024

(b) If to Company, to
Home Products International, Inc.
4501 West 47th Street
Chicago, IL  60632
Attention:  Special Committee of the Board of Directors
Fax:  773-890-0523

with a copy to

Katten Muchin Zavis Rosenman
525 West Monroe Street
Chicago, IL  60661
Attention:  Maryann A. Waryjas, Esq.
Mark D. Wood, Esq.
Fax:  312-902-1061

7. Whenever  possible,  each provision of this Agreement shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this  Agreement  shall be  prohibited by or invalid under such law,
such  provision  shall be  ineffective  to the  extent  of such  prohibition  or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining provisions of this Agreement.

8.  This  Agreement  shall be  governed  by the laws of the  State of  Delaware,
without regard to conflicts of law principles.

9. This  Agreement  may be  executed in one or more  counterparts,  all of which
shall be considered one and the same  agreement and shall become  effective when
one or more  counterparts  have been  signed by each of the  parties  hereto and
delivered  to the  other  parties.  Each  party  hereto  need  not sign the same
counterpart.  This  Agreement to the extent  signed and  delivered by means of a
facsimile  machine,  shall be treated in all  manner  and  respects  and for all
purposes as an original and shall be  considered  to have the same binding legal
effect as if it were the original signed version thereof delivered in person. No
party hereto  shall raise the use of a facsimile  machine to deliver a signature
or the fact that any signature was transmitted or  communicated  through the use
of a facsimile  machine as a defense to the formation or  enforceability of this
Agreement, and each such party forever waives any such defense.

IN WITNESS  WHEREOF,  the undersigned have executed this Agreement as of the day
and year first above written.


TRIYAR CAPITAL, LLC

/s/ Mark Weber
-----------------------------
Authorized Signatory


HOME PRODUCTS INTERNATIONAL, INC.

/s/ James E. Winslow
-----------------------------
Executive Vice President and
Chief Financial Officer






                                    EXHIBIT 10


                                VOTING AGREEMENT

THIS VOTING AGREEMENT (this "Agreement") is dated as of October 28, 2004, by and
between  STORAGE  ACQUISITION  COMPANY,  L.L.C.,  a Delaware  limited  liability
company (the "Company"), and JOSEPH GANTZ ("Gantz").

WHEREAS,  Home Products  International,  Inc., a Delaware  corporation  ("HPI"),
currently has outstanding  approximately 7,878,900 shares of common stock, $0.01
par value per share (the "Common Stock");

WHEREAS, HPI and the Company are entering into an Acquisition  Agreement of even
date  herewith  which  provides for the  acquisition  of the Common Stock by the
Company (the "Acquisition Agreement");

WHEREAS,  Gantz is  currently  the holder of one thousand  five  hundred  thirty
(1,530)  shares of  Common  Stock  (the  "Gantz  Shares"),  and the  Company  is
currently the holder of five (5) shares of Common Stock;

WHEREAS,  the  parties  hereto wish to ensure that Gantz will have the right and
ability to elect a majority of the Board of Directors of HPI simultaneously with
the Share Acceptance (the "Board");

WHEREAS, in reliance on, among other things,  this Agreement,  Gantz and Gantz's
affiliate,  Walnut  Investment  Partners,  L.P., a Delaware limited  partnership
("Walnut")  have  become  members  of the  Company  and  Walnut  has  agreed  to
contribute  cash  and/or  Common  Stock to the  Company in  connection  with the
consummation of the tender offer contemplated by the Acquisition Agreement,  and
has  entered  into the  Funding  Agreement,  dated as of the date  hereof by and
between Walnut and HPI; and

WHEREAS, the parties hereto intend that this Agreement is a specialty, and shall
have all the attributes of a contract entered into under seal.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree:

1. Voting. It is the intent of the parties hereto that from the Share Acceptance
until the termination of this  Agreement,  Gantz shall have the right to elect a
majority  of the  Board.  The  parties  agree  that,  from the date  hereof  and
continuing  until the termination of this Agreement,  the Company shall vote, in
person or by proxy,  or act by written  consent  with  respect to, all shares of
Common  Stock now owned or hereafter  acquired by the Company (the  "Shares") as
set forth in this  Section 1 but only with  respect to the election of directors
of the Board.

(a) Gantz shall have the right to designate a majority of the individuals listed
as Board Designees in the written notice provided by the Company to HPI pursuant
to Section 1.03 of the Acquisition  Agreement,  and those  individuals  shall be
identified as designees of Gantz in such notice; provided, however, if the total
number of Board  Designees is nine (9),  Gantz shall have the right to designate
six (6) such members,  and the Company shall retain the right to designate three
(3) such members.

(b) At each  election  of  directors  thereafter,  Gantz  shall  have a right to
designate and direct the vote for the minimum  number of directors  necessary to
constitute  a majority of the  directors  then  standing for  election,  and the
Company shall have the right to vote for the balance of such directors.

(c) In the case of any vacancy on the Board to be filled by  stockholder  action
with respect to a director  designated  by Gantz,  Gantz shall have the right to
designate and direct the vote for such director's successor. In the event of any
vacancy  on the Board to be filled  by  stockholder  action  with  respect  to a
director  designated  by the  Company,  the  Company  shall  retain the right to
designate and direct the vote for such director's successor.

(d)  Gantz  may vote any  Share  owned  directly  and of  record by Gantz in his
discretion.

2. Proxy.  The Company is  granting  to Gantz an  irrevocable  proxy in the form
attached hereto as Exhibit A. The Company and Gantz each intend this proxy to be
irrevocable  and coupled with an interest,  and will take any further action and
execute such other  instruments  as may be necessary to effectuate the intent of
this proxy and this  Agreement.  Neither this  Agreement nor the granting of the
proxy shall  prevent the Company from granting any  additional  proxy or proxies
with  respect to the  Shares,  so long as such proxy or proxies do not grant the
power to vote the Shares  with  respect to the matters set forth in Section 1 of
this Agreement during the term hereof.

3. Term of Agreement. The term of this Agreement shall commence at the date this
Agreement  is  executed  by all  parties  and shall  continue  until the parties
unanimously  agree to terminate  the  Agreement or until the earliest of (A) the
date on which none of the 9 5/8%  Senior  Subordinated  Notes due 2008 issued by
the  Corporation  and  outstanding as of the date hereof (as such may be amended
pursuant to their terms,  the "Notes")  are  outstanding,  (B) the date on which
such Notes and the  Indenture  dated as of May 14,  1998,  by and among HPI, the
Subsidiary  Guarantors (as defined in such Indenture) and LaSalle National Bank,
predecessor to HSBC Bank USA, as trustee (as such may be amended pursuant to its
terms,  the "Indenture") are satisfied and discharged or the Indenture ceases to
be in effect, (C) the date of defeasance in whole of HPI's obligations under the
Notes and the Indenture, or (D) the death of Gantz.

4.  Additional  Documentation.  The parties  hereto  agree that each such party,
without  further  consideration,  shall take such  other  reasonable  steps,  or
deliver such further documents, as any other party hereto may reasonably request
in order to consummate the transactions and actions referred to herein.

5. Notices.  Any notice required to be given hereunder shall be sufficient if in
writing, and sent by facsimile transmission or by courier service (with proof of
service),  hand delivery or certified  registered mail (return receipt requested
and first-class postage prepaid), addressed as follows:

(a) If to Gantz, addressed to:
Mr. Joseph Gantz
21st Floor
100 Park Avenue
New York, New York 10017
Fax:  212-661-9178

With a copy to:
Keating, Muething & Klekamp, PLL
1400 Provident Tower
One East Fourth Street
Cincinnati, Ohio  45202
Attention:  Edward E. Steiner, Esq.
Fax:  513-579-6578

(b) If to the Company, addressed to:
Storage Acquisition Company, L.L.C.
c/o Equity Group Investments, L.L.C.
Two N. Riverside Plaza
Suite 600
Chicago, Illinois  60606
Attention:  Ellen Havdala
Fax:  312-454-9678

With a copy to:
Gray Cary Ware & Freidenrich LLP
2000 University Avenue
East Palo Alto, California  94303
Attention:  Henry Lesser
Fax:  650-833-2001

6. Construction.

(a) This  Agreement  shall be governed by and construed in  accordance  with the
laws of the State of Delaware. Each party hereby irrevocably and unconditionally
consents  service of process by notice given as provided in Section 5 hereof and
to submit to the  jurisdiction  of the  federal  courts  located in the State of
Delaware  or any  Delaware  state  courts  in  connection  with  any  action  or
proceeding  arising out of or relating to this  Agreement  and the  transactions
contemplated  hereby (and agrees not to commence any suit,  action or proceeding
relating thereto except in those courts), waives any defense or objection he may
have or hereafter  have  relating to the laying of venue of any suit,  action or
proceeding  in any such  courts  and agrees not to plead or claim that any suit,
action or proceeding brought therein has been brought in an inconvenient forum.

(b) This Agreement,  together with the Board Composition Agreement,  dated as of
the date hereof,  among Gantz, the Company and certain investors in the Company,
embodies  the entire  agreement  between the parties  hereto with respect to the
subject  matter  hereof  and  supersedes  any  and  all  prior   agreements  and
understandings  between the parties  hereto with  respect to the subject  matter
hereof.  This Agreement may only be amended,  modified or restated by means of a
written instrument executed by all of the parties hereto.

(c) This  Agreement may be executed by the parties in two or more  counterparts,
each of which shall be deemed to constitute an original,  and all of which shall
constitute one and the same instrument.

(d) Various headings used in this Agreement are for convenience only and are not
to be used in  interpreting  the text of the  section in which they appear or to
which they relate.

(e) This Agreement  shall not be  assignable,  by operation of law or otherwise,
without the consent of all other parties  hereto,  but shall be binding upon the
parties hereto.

(f)  Capitalized  terms not otherwise  defined herein have the meanings given in
the Acquisition Agreement.

(g) The parties hereto agree that this Agreement is a specialty,  and shall have
all the attributes of a contract entered into under seal.

                            (Signature page follows)

STORAGE ACQUISITION COMPANY, L.L.C.

/s/ Donald J. Liebentritt (seal)
-----------------------------
 Vice President


/s/ Joseph Gantz (seal)
-----------------------------
JOSEPH GANTZ

                                IRREVOCABLE PROXY

By its execution hereof, and in order to secure its obligations under the Voting
Agreement (the  "Agreement") of even date herewith  between Storage  Acquisition
Company,  L.L.C., a Delaware limited liability company (the  "Stockholder")  and
Joseph Gantz,  the undersigned  hereby  constitutes and appoints Joseph Gantz as
such  Stockholder's  true  and  lawful  attorney  and  proxy,  for  and  in  the
Stockholder's  name,  place  and  stead,  to vote each of the  Shares,  at every
annual,   special  or  adjourned   meeting  of  stockholders  of  Home  Products
International,  Inc., a Delaware  corporation  ("HPI"), and to sign on behalf of
the Stockholder any ballot,  consent,  certificate or other document relating to
the Shares that law permits or  requires,  but only with  respect to the matters
and during the period  (which may exceed  three years) set forth in Section 1 of
the  Agreement.  This  Proxy is coupled  with an  interest  and the  Stockholder
intends this Proxy to be, and this Proxy is,  irrevocable  to the fullest extent
permitted by law. The Stockholder hereby revokes any proxy previously granted by
the Stockholder  with respect to the matters covered by this Proxy. The granting
of this Proxy shall not prevent the  undersigned  from  granting any  additional
proxy or proxies with respect to the Shares, so long as such proxy or proxies do
not grant the power to vote the Shares with  respect to the matters set forth in
Section 1 of the Agreement during the term thereof.  Capitalized  terms used but
not  defined  herein  shall have the  meaning  set forth in the  Agreement.  The
Stockholder  shall perform such further acts and execute such further  documents
and  instruments as may reasonably be required to vest in Joseph Gantz the power
to carry out and give effect to the  provisions of this Proxy.  This Proxy shall
terminate upon the  termination  of the Agreement in accordance  with its terms.
Notwithstanding  any other  provision  of this  Proxy,  the holder of this Proxy
shall  have no power of  substitution,  and this Proxy may not be  assigned,  by
operation of law or otherwise.

IN WITNESS  WHEREOF,  the undersigned has executed this  Irrevocable  Proxy this
28th day of October, 2004.

STORAGE ACQUISITION COMPANY, L.L.C.

/s/ Donald J. Liebentritt (seal)
-----------------------------
 Vice President





                                    EXHIBIT 11

                           BOARD COMPOSITION AGREEMENT

THIS BOARD  COMPOSITION  AGREEMENT  (this  "Agreement")  is  entered  into as of
October 28, 2004, by and among Storage Acquisition  Company,  L.L.C., a Delaware
limited liability company (the "Company"), EGI-Fund (02-04) Investors, L.L.C., a
Delaware  limited  liability  company ("EGI"),  Joseph Gantz  ("Gantz"),  Walnut
Investment  Partners,  L.P., a Delaware limited partnership  ("Walnut"),  Triyar
Storage   Investment   Company,   LLC,  a  Delaware  limited  liability  company
("Triyar"),  and the other  persons and  entities set forth on Schedule A hereto
(individually an "Investor" and collectively the "Investors").

                                    RECITALS

WHEREAS,  the  Company  has  been  formed  for  the  purpose  of  acquiring  the
outstanding   common   stock  (the  "HPI   Common   Stock")  of  Home   Products
International,  Inc., a Delaware corporation ("HPI"), by means of a tender offer
pursuant  to  an  Acquisition   Agreement  between  the  Company  and  HPI  (the
"Acquisition  Agreement").  Capitalized  terms not otherwise defined herein have
the meanings given in the Acquisition Agreement;

WHEREAS,  concurrent with the execution of this Agreement, the Company and Gantz
are executing and delivering the Voting  Agreement,  dated as of the date hereof
(the  "Voting  Agreement"),  and the Company is  executing in favor of Gantz the
irrevocable proxy provided for therein (the "Proxy");

WHEREAS,  pursuant to the Voting  Agreement,  among other things,  Gantz has the
right to designate a majority of the individuals listed as "Board Designees" (as
such  term is  defined  in the  Acquisition  Agreement)  in the  written  notice
provided  by the  Company to HPI  pursuant  to Section  1.03 of the  Acquisition
Agreement; and

WHEREAS,  the Investors  wish to enter into certain  agreements  relating to the
governance of HPI following  the Share  Acceptance  and the tender of HPI Common
Stock in connection with the Share Acceptance.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree:

1. Board of Directors.  Each Investor  hereby agrees to take all action to cause
the Company,  as promptly as  practicable  following  the Share  Acceptance  and
consistent with all applicable law (including,  without limitation,  but only if
then  applicable,   Section  14(c)  of  the  Exchange  Act  and  Regulation  14C
promulgated  thereunder),  to take such action as is necessary or appropriate to
ensure that:

(a) the Board of Directors of HPI consists of a total of nine directors;

(b) the Board of Directors of HPI consists of three classes of  directors,  with
the term of office of the first  class  (Class I) to expire at the first  annual
meeting  after the Share  Acceptance;  the term of  office of the  second  class
(Class II) to expire at the second annual  meeting  after the Share  Acceptance;
the term of office of the third class  (Class III) to expire at the third annual
meeting after the Share Acceptance;  and with the subsequent terms of each class
expiring at the third anniversary of each such date, respectively; and

(c) the HPI Certificate of Incorporation and bylaws permit removal of a director
by HPI stockholders only for cause.

2. Board Designees.

(a) Not later than five calendar days from the date hereof,  Gantz shall deliver
to the Company a list  identifying  the  individuals  designated by him as Board
Designees  (the "Gantz  Designees"),  and  directing the Company to include such
Board  Designees  in the  written  notice to be  provided  to HPI by the Company
pursuant  to  Section  1.03 of the  Acquisition  Agreement.  While  the Board of
Directors  is  classified  into three  classes as  contemplated  in Section 1(b)
hereof,  each such class of the initial  Board of  Directors  shall  include two
Gantz Designees. In the event that Gantz, prior to the Share Acceptance,  elects
to change any  designation  of such  individuals,  he shall give prompt  written
notice of such change to the Company and each other Investor,  and after receipt
of such notice, such change shall be effected only to the extent permitted,  and
in compliance with, all applicable laws (including, without limitation, Sections
14(d) and 14(f) of the Exchange Act and the rules promulgated thereunder).

(b) Not later than five  calendar  days from the date hereof,  the Company shall
deliver to Gantz and the other  Investors  a list  identifying  the  individuals
designated by it as Board Designees (the "Company  Designees").  While the Board
of Directors is classified  into three classes as  contemplated  in Section 1(b)
hereof,  each such class of the initial  Board of  Directors  shall  include one
Company Designee. In the event that the Company,  prior to the Share Acceptance,
elects to change any  designation  of such  individuals,  it shall  give  prompt
written  notice of such  change to the  Investors,  and  after  receipt  of such
notice,  such change  shall be  effected  only to the extent  permitted,  and in
compliance with, all applicable laws (including,  without  limitation,  Sections
14(d) and 14(f) of the Exchange Act and the rules promulgated thereunder).

3. Tender of HPI Common Stock.  Each Investor,  other than Gantz,  covenants and
agrees that,  with respect to any shares of HPI Common Stock such Investor holds
(or any affiliate of such Investor,  other than Gantz,  holds) immediately prior
to the Share  Acceptance  (other than the shares  which are  contributed  to the
Company prior to such Share  Acceptance),  such  Investor  shall tender all such
shares of HPI Common  Stock for  purchase in  connection  with the Offer.  In no
event  shall any  Investor  be liable for the  failure of any other  Investor to
tender its or his shares of HPI Common Stock hereunder.

4. Investor Representations and Warranties.  Each Investor hereby represents and
warrants to the Company and each other  Investor  that the  representations  and
warranties  relating  to  such  Investor  set  forth  in  Section  3.08  of  the
Acquisition Agreement are true and correct.

5. Additional Documentation. Each Investor shall, from time to time, execute and
deliver,  or cause to be executed  and  delivered,  such  additional  or further
consents,  documents and other  instruments and shall take all such other action
as any other party hereto may reasonably  request for the purpose of effectively
carrying out the  transactions  contemplated  by and the purposes and intents of
this Agreement.

6. Term of this Agreement. The term of this Agreement shall commence at the date
this  Agreement is executed by all parties and shall  continue until the parties
unanimously  agree to terminate  the  Agreement or until the earliest of (A) the
date on which none of the 9 5/8 % Senior  Subordinated  Notes due 2008 issued by
HPI and  outstanding  as of the date hereof (as such may be amended  pursuant to
their terms, the "Notes") are outstanding,  (B) the date on which such Notes and
the  Indenture  dated as of May 14,  1998,  by and  among  HPI,  the  Subsidiary
Guarantors (as defined in such Indenture) and LaSalle National Bank, predecessor
to HSBC Bank USA, as trustee (as such may be amended  pursuant to its terms, the
"Indenture")  are  satisfied and  discharged  or the  Indenture  ceases to be in
effect,  (C) the date of defeasance in whole of the HPI's  obligations under the
Notes and the Indenture, and (D) the termination of the Acquisition Agreement in
accordance with its terms.

7. Remedies.  The Investors  stipulate that an Investor's remedies at law in the
event of any default or threatened  default by an Investor in the performance of
or  compliance  with any of the terms hereof are not and will not be adequate to
the fullest  extent  permitted by law,  and that such terms may be  specifically
enforced by a decree for the specific  performance  of any  agreement  contained
herein or by an  injunction  against a violation  of any of the terms  hereof or
otherwise.

8.  Enforcement  Costs. If any party to, or beneficiary of, this Agreement seeks
to enforce its rights  hereunder by legal  proceedings  or  otherwise,  then the
non-prevailing party shall pay all reasonable costs and expenses incurred by the
prevailing party, including,  without limitation, all reasonable attorneys' fees
and costs of suit.

9. Nonwaiver;  Cumulative Remedies. No course of dealing or any delay or failure
to exercise any right  hereunder on the part of an Investor  shall  operate as a
waiver of such right or otherwise  prejudice  the rights,  powers or remedies of
such  Investor.  No single or partial  waiver by an  Investor  of any  provision
hereof or of any breach or  default  hereunder  or of any right or remedy  shall
operate as a waiver of any other provision,  breach,  default right or remedy or
of the same provision,  breach,  default,  right or remedy on a future occasion.
The rights and remedies  provided  herein are  cumulative and are in addition to
all rights and remedies  which each  Investor may have in law or in equity or by
statute or otherwise.

10. Notices. All notices, requests, reports and other communications pursuant to
this  Agreement  shall be in  writing,  either by letter  (delivered  by hand or
commercial delivery service or sent by certified mail, return receipt requested)
or telecopier,  addressed to each Investor at the address set forth next to such
Investor's  name on  Schedule A hereto.  Any  notice,  request or  communication
hereunder shall be deemed to have been given on the day on which it is delivered
by hand to such party at its address  specified  above,  or, if sent by mail, on
the third  business day following the day it was deposited in the mail,  postage
prepaid,  or in the case of  telecopy  notice,  when  transmitted  addressed  as
aforesaid,  answerback  received.  Any party may change the person or address to
whom or which notices are to be given hereunder, by notice duly given hereunder;
provided,  however,  that any such  notice  shall be deemed  to have been  given
hereunder only when actually received by the party to which it is addressed.

11. Miscellaneous Provisions.

(a) This  Agreement  shall be governed by and construed in  accordance  with the
laws of the State of Delaware  (without  regard to conflicts of laws  purposes).
Each party hereby irrevocably and unconditionally consents service of process by
notice given as provided herein and to submit to the jurisdiction of the federal
courts  located  in the  State of  Delaware  or any  Delaware  state  courts  in
connection  with any action or  proceeding  arising  out of or  relating to this
Agreement and the transactions  contemplated  hereby (and agrees not to commence
any suit, action or proceeding relating thereto except in those courts),  waives
any defense or objection  such party may have or hereafter  have relating to the
laying of venue of any suit,  action or proceeding in any such courts and agrees
not to plead or claim that any suit,  action or proceeding  brought  therein has
been brought in an inconvenient forum.

(b) If, in any action  before any court or agency  legally  empowered to enforce
any term, any term is found to be unenforceable,  then such term shall be deemed
modified to the extent necessary to make it enforceable by such court or agency.
If any  term  is not  curable  as set  forth  in  the  preceding  sentence,  the
unenforceability  of such term  shall not affect  the other  provisions  of this
Agreement but this Agreement  shall be construed as if such  unenforceable  term
had never been contained herein.

(c) This  Agreement,  together  with the Voting  Agreement,  embodies the entire
agreement  between the parties  hereto with respect to the subject matter hereof
and  supersedes  any and all prior  agreements  and  understandings  between the
parties  hereto with respect to the subject  matter  hereof.  This Agreement may
only be amended,  modified or restated by means of a written instrument executed
by (i) the holder of the largest Percentage Interest in the Company and (ii) the
holders of at least seventy five percent of the outstanding  Company  Membership
Interests  not held by the  holder of the  largest  Percentage  Interest  in the
Company. Notwithstanding the foregoing, all parties hereto acknowledge and agree
that  individuals  identified  by the Company as  prospective  officers  and key
employees  of HPI  (each a "Member  of  Management")  may be  issued  membership
interests  of the  Company  and  invited  or  required  to become  party to this
Agreement as a condition of such  issuance,  and hereby agree that if and when a
Member of Management receives a membership interest in the Company,  such Member
of Management may become a party to, and bound by, this  Agreement,  solely with
the  consent of the  Company  and by  delivering  to the  Company a  counterpart
signature page to this Agreement.

(d) This Agreement  shall not be  assignable,  by operation of law or otherwise,
without the consent of all other parties  hereto,  but shall be binding upon the
parties hereto.

(e) This  Agreement  and the  documents  and  instruments  and other  agreements
specifically  referred to herein or delivered  pursuant hereto, are not intended
to confer upon any other person any rights or remedies hereunder,  and shall not
be assigned by operation of law or otherwise  without the written consent of the
other parties.

(f) Various headings used in this Agreement are for convenience only and are not
to be used in  interpreting  the text of the  section in which they appear or to
which they relate.

(g) This  Agreement may be executed by the parties in two or more  counterparts,
each of which shall be deemed to constitute an original,  and all of which shall
constitute one and the same instrument.


IN WITNESS  WHEREOF  the  parties  hereto  have  caused  this Board  Composition
Agreement to be duly executed as of the date first above written.

STORAGE ACQUISITION COMPANY, L.L.C.
/s/ Donald J. Liebentritt
-----------------------------
 Vice President


EGI-FUND (02-04) INVESTORS, L.L.C.
/s/ Donald J. Liebentritt
-----------------------------
 Vice President


WALNUT INVESTMENT PARTNERS, L.P.
By: Walnut Investments Holding Company, LLC
Its: General Partner

/s/ James M. Gould
-----------------------------
By: James M. Gould
Its: Manager


/s/ Joseph Gantz
-----------------------------
JOSEPH GANTZ


TRIYAR STORAGE INVESTMENT COMPANY, LLC

/s/ Mark Weber
-----------------------------
By: Mark Weber
Its: Authorized Signatory







                                    EXHIBIT 12

                   AMENDED AND RESTATED JOINT FILING AGREEMENT

THIS  AGREEMENT is dated as of October 26, 2004 and is made by and among Storage
Acquisition  Company,  L.L.C.,  a Delaware  limited  liability  company ("SAC"),
Samstock/SIT,  L.L.C., a Delaware limited  liability  company  ("Samstock/SIT"),
Zell  General  Partnership,  Inc.,  an Illinois  corporation  ("ZGP"),  EGI-Fund
(02-04) Investors,  L.L.C., a Delaware limited liability company ("Fund 02-04"),
EGI-Managing  Member  (02-04),  L.L.C.,  a Delaware  limited  liability  company
("Managing  Member"),  SZ  Investments,  L.L.C.,  a Delaware  limited  liability
company ("SZ  Investments "), Chai Trust Company,  L.L.C.,  an Illinois  limited
liability  company  ("Chai"),  Joseph  Gantz,  an individual  ("Gantz"),  Walnut
Investment  Partners,  L.P., a Delaware limited partnership  ("Walnut"),  Triyar
Storage Investment Company,  LLC, a Delaware limited liability company ("TSIC"),
and Triyar Capital Partners LLC, a Delaware limited liability company ("Triyar";
together  with  SAC,   Samstock/SIT,   ZGP,  Fund  02-04,  Managing  Member,  SZ
Investments, Chai, Gantz, Walnut and TSIC, the "Reporting Persons").

WHEREAS,  each of SAC,  Samstock/SIT,  ZGP,  Fund 02-04 and Gantz are parties to
that certain Amended and Restated Joint Filing Agreement dated as of October 21,
2004 (the  "Original  Agreement"),  pursuant to the terms of which such  parties
agreed to provide for the filing of a joint  Schedule  13D,  and all  amendments
thereto,  with  respect  to shares of common  stock,  par value  $0.01,  of Home
Products International, Inc. (the "Common Stock");

WHEREAS,  each of Samstock/SIT,  ZGP, Fund 02-04,  Gantz,  Managing  Member,  SZ
Investments  and Chai may be deemed to  constitute  a "group"  for  purposes  of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act");

WHEREAS,  each of SAC,  Fund  02-04,  Walnut,  Gantz and Triyar may be deemed to
constitute an "offeror" for purposes of Rule 14d-100 of the Act;

WHEREAS,  each of the Reporting  Persons  desire by this  Agreement to amend and
restate the Original  Agreement in its entirety to add SZ Investments,  Managing
Member,  Chai,  Walnut,  TSIC and Triyar  thereto  and to provide  for the joint
filing of a Schedule  13D, and all  amendments  thereto,  a Schedule TO, and all
amendments thereto,  and all other filings required in connection therewith with
the  Securities  and  Exchange  Commission  with  respect  to the  Common  Stock
(collectively, the "Filings").

NOW, THEREFORE, the parties hereto agree as follows:

1. The  parties  hereto  will  join in the  preparation  and  filing of a single
statement  containing the information required by any of the Filings and will be
filed on behalf of each party  hereto.  Each party is eligible to use the any of
the Filings on which such information is filed.

2. Each party hereto will be  responsible  for the timely  filing of each of the
Filings,  and all amendments  thereto,  and for the completeness and accuracy of
the information concerning such party contained therein. No party hereto will be
responsible for the  completeness or accuracy of the information  concerning any
other party  contained in the Schedule 13D or any amendment  thereto,  except to
the extent such party knows or has reason to believe  that such  information  is
inaccurate.

3. This  Agreement  may be  executed  in  counterparts,  all of which when taken
together will  constitute one and the same  instrument.  This  Agreement  hereby
amends and restates the Original Agreement in its entirety.

IN WITNESS  WHEREOF  the  undersigned  have  caused  this  agreement  to be duly
executed as of the date first above written.

EGI-FUND (02-04) INVESTORS, L.L.C.
EGI-MANAGING MEMBER (02-04), L.L.C.
SZ INVESTMENTS, L.L.C.
SAMSTOCK/SIT, L.L.C.
ZELL GENERAL PARTNERSHIP, INC.

/s/ Donald J. Liebentritt
-----------------------------
Each By: Donald J. Liebentritt
Its: Vice President

CHAI TRUST COMPANY, L.L.C.

/s/ Donald J. Liebentritt
-----------------------------
By: Donald J. Liebentritt
Its: President


STORAGE ACQUISITION COMPANY, L.L.C.

/s/ Ellen Havdala
-----------------------------
By: Ellen Havdala
Its: Vice President


/s/ Joseph Gantz
-----------------------------
JOSEPH GANTZ


WALNUT INVESTMENT PARTNERS, L.P.
By: Walnut Investments Holding Company, LLC
Its: General Partner

/s/ James M. Gould
-----------------------------
By: James M. Gould
Its: Manager

                              TRIYAR CAPITAL, LLC
                     TRIYAR STORAGE INVESTMENT COMPANY, LLC

/s/ Mark Weber
-----------------------------
Each by: Mark Weber
Its: Authorized Signatory







                                    EXHIBIT 13

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  Joseph Gantz, has made,
constituted  and  appointed,  and by these  presents does make,  constitute  and
appoint, each and any of F. Mark Reuter ("Reuter"), Storage Acquisition Company,
L.L.C.  ("SAC") and EGI-Fund (02-04) Investors,  L.L.C. ("Fund 02-04") with full
power of substitution,  his true and lawful  attorney-in-fact and agent, for him
in his name, place and stead, to execute, acknowledge,  deliver and file any and
all filings  required by (i) Section 13 of the Securities  Exchange Act of 1934,
as amended (the "Act"),  and the rules and  regulations  promulgated  thereunder
respecting Rule 13d, Schedule 13D, and any amendments thereto, together with all
filings  required  by  Section  16 of the Act,  and the  rules  and  regulations
promulgated thereunder,  and any amendments thereto, (ii) Section 14 of the Act,
and the rules and  regulations  promulgated  thereunder  respecting  any filings
required thereunder or in respect thereof, including,  without limitation, under
Rule 14d or Schedule TO, and any amendments thereto, and (iii) any other section
of the Act, and the rules and regulations promulgated thereunder, to be filed by
him in connection with the acquisition and/or disposition by SAC (of which he is
a non-managing  member) or Fund 02-04 of shares of common stock, $0.01 per share
par value, of Home Products International, Inc., hereby ratifying and confirming
all that said attorney-in-fact and agent or its substitute or substitutes may do
or cause to be done by virtue hereof.

The  validity of this Power of  Attorney  shall not be affected in any manner by
reason  of the  execution,  at any time,  of other  powers  of  attorney  by the
undersigned in favor of persons other than those named herein.

         WITNESS THE EXECUTION HEREOF this 26th day of October, 2004, by Joseph
Gantz.

/s/ Joseph Gantz
-----------------------------
JOSEPH GANTZ







SCHEDULE TO

ITEM 12. EXHIBITS

         (a)(5)(A)         Press Release issued by Home Products International,
                           Inc. on October 29, 2004

         (a)(5)(B)         Amended and Restated Joint Filing Agreement dated
                           October 26, 2004 among Storage Acquisition Company,
                           L.L.C., EGI-Fund (02-04) Investors, L.L.C.,
                           EGI-Managing Member (02-04), L.L.C., SZ Investments,
                           L.L.C., Chai Trust Company, L.L.C., Samstock/SIT,
                           L.L.C., Zell General Partnership, Inc., Walnut
                           Investment Partners, L.P., Joseph Gantz, Triyar
                           Capital, LLC and Triyar Storage Investment Company,
                           LLC

         (a)(5)(C)         Powers of Attorney dated October 26, 2004 by (i)
                           Walnut Investment Partners, L.P. and Joseph Gantz,
                           each in favor of F. Mark Reuter, Storage Acquisition
                           Company, L.L.C. and EGI-Fund (02-04) Investors,
                           L.L.C., and (ii) Triyar Capital, LLC and Triyar
                           Storage Investment Company, LLC, in favor of Storage
                           Acquisition Company, L.L.C. and EGI-Fund (02-04)
                           Investors, L.L.C.







                              SIGNATURES

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Date: October 29, 2004


STORAGE ACQUISITION COMPANY, L.L.C.

/s/ Ellen Havdala
-----------------------------
By: Ellen Havdala
Its: Vice President


CHAI TRUST COMPANY, L.L.C.

/s/ Donald J. Liebentritt
-----------------------------
By: Donald J. Liebentritt
Its: President


EGI-FUND (02-04) INVESTORS, L.L.C.

/s/ Donald J. Liebentritt
-----------------------------
By: Donald J. Liebentritt
Its: Vice President


/s/ Joseph Gantz
-----------------------------
JOSEPH GANTZ


WALNUT INVESTMENT PARTNERS, L.P.
By: Walnut Investments Holding Company, LLC
Its: General Partner

/s/ James M. Gould
-----------------------------
By: James M. Gould
Its: Manager


TRIYAR CAPITAL, LLC

/s/ Mark Weber
-----------------------------
By: Mark Weber
Its: Authorized Signatory


EGI-MANAGING MEMBER (02-04), L.L.C.
SZ INVESTMENTS, L.L.C.
SAMSTOCK/SIT, L.L.C.
ZELL GENERAL PARTNERSHIP, INC.

/s/ Donald J. Liebentritt
-----------------------------
Each By: Donald J. Liebentritt
Its: Vice President








                         INDEX TO EXHIBITS - SCHEDULE TO

         (a)(5)(A)         Press Release issued by Home Products International,
                           Inc. on October 29, 2004

         (a)(5)(B)         Amended and Restated Joint Filing Agreement dated
                           October 26, 2004 among Storage Acquisition Company,
                           L.L.C., EGI-Fund (02-04) Investors, L.L.C.,
                           EGI-Managing Member (02-04), L.L.C., SZ Investments,
                           L.L.C., Chai Trust Company, L.L.C., Samstock/SIT,
                           L.L.C., Zell General Partnership, Inc., Walnut
                           Investment Partners, L.P., Joseph Gantz, Triyar
                           Capital, LLC and Triyar Storage Investment Company,
                           LLC

         (a)(5)(C)         Powers of Attorney dated October 26, 2004 by (i)
                           Walnut Investment Partners, L.P. and Joseph Gantz,
                           each in favor of F. Mark Reuter, Storage Acquisition
                           Company, L.L.C. and EGI-Fund (02-04) Investors,
                           L.L.C., and (ii) Triyar Capital, LLC and Triyar
                           Storage Investment Company, LLC, in favor of Storage
                           Acquisition Company, L.L.C. and EGI-Fund (02-04)
                           Investors, L.L.C.






                                EXHIBIT (a)(5)(A)

                                  PRESS RELEASE

FOR: Home Products International, Inc.
APPROVED BY:
James R. Tennant, Chairman & CEO
Home Products International, Inc.
(773) 890-1010

FOR IMMEDIATE RELEASE

CONTACT:
Investor Relations:
James Winslow, Executive VP & CFO
Home Products International, Inc.
(773) 890-1010

                        HOME PRODUCTS INTERNATIONAL, INC.
                   TO BE ACQUIRED FOR $2.25 PER SHARE IN CASH

Chicago, IL, October 29, 2004 - Home Products  International,  Inc. (the Company
or Home Products) (Nasdaq SmallCap:  HOMZ), a leader in the housewares industry,
announced  today that it has entered  into a  definitive  acquisition  agreement
under which it will be acquired for $2.25 per share in cash.

The acquirer is Storage Acquisition Company,  L.L.C., whose members are EGI-Fund
(02-04) Investors,  L.L.C; an affiliate of Triyar Capital,  LLC; Joseph Gantz (a
former  director of Home Products);  and Walnut  Investment  Partners,  L.P. (an
affiliate of Mr. Gantz). Mr. Gantz and affiliates of EGI Fund (02-04) own shares
representing approximately 8% of the Company's outstanding common stock.

Under the  acquisition  agreement,  if  specified  conditions  are met,  Storage
Acquisition  Company will make a tender offer for all outstanding  shares of the
Company's  common  stock,  subject  to a  minimum  tender  of  80% of all of the
outstanding  shares not held by Storage  Acquisition  Company or its  affiliates
(not giving effect to any options or warrants). The tender offer, which is to be
commenced  by  November  11,  2004,  will  also be  subject  to other  customary
conditions. The tender offer is not conditioned on any agreement with any holder
of the 9- 5/8% senior subordinated notes due 2008.

A special  committee of independent  directors of Home Products  represented the
Company  in  negotiating  the  acquisition  agreement.   The  special  committee
unanimously  recommended  that the  Company's  board of  directors  approve  the
acquisition  agreement,  and the board of directors accepted this recommendation
and is recommending that the stockholders of the Company accept the tender offer
when it is made.

The special  committee  was  advised by Katten  Muchin  Zavis  Rosenman as legal
counsel,  and  received an opinion  from the  investment  banking  firm  Mesirow
Financial  that the per  share  consideration  of $2.25 in cash is fair,  from a
financial point of view, to the holders of Home Products common stock.

Before entering into the acquisition agreement with Storage Acquisition Company,
the Company  terminated  its merger  agreement  with JRT  Acquisition,  Inc., an
entity formed by James R. Tennant,  the Company's  chairman and chief  executive
officer.  The special committee  determined that the $2.25 per share acquisition
proposal  from  Storage  Acquisition  Company  represented  a  superior  company
proposal under the JRT Agreement.

Under the  acquisition  agreement,  holders of options under the Home  Products'
stock option plans who enter into cancellation  agreements prior to the purchase
of shares in the tender  offer will be entitled to a cash  payment  equal to the
excess of the $2.25  offer price over the option  exercise  price for each share
issuable under these options.

The acquisition agreement does not provide for any transaction (such as a merger
or stock split) to follow the completion of the tender offer.  Accordingly,  the
Company's  stockholders  whose shares are not purchased in the tender offer will
retain their shares.  Depending on the number of such stockholders,  the Company
may or may not be  eligible  to  terminate  its status as a  mandatory  filer of
annual and  periodic  reports  with the SEC.  Storage  Acquisition  Company  has
informed  the  Company  that it intends to cause the Company to  terminate  that
status after the  completion  of the tender  offer,  if it is eligible to do so.
Even if that status is  terminated,  the Company will continue to be required to
file certain reports with the SEC under Home Products'  indenture  governing its
9-5/8%  senior  subordinated  notes due 2008.  However,  the Company will not be
subject  to other  SEC  requirements  if such  status is  terminated,  including
provisions  enacted in the  Sarbanes-Oxley  Act.  Whether or not such  status is
terminated,  Storage Acquisition Company has advised the Company that, following
the  completion  of the  tender  offer,  it  intends  to cause  the  Company  to
voluntarily  terminate  the listing of its common  stock on the NASDAQ  SmallCap
market, which will result in significantly reduced liquidity for any shares that
continue to be held by stockholders other than Storage Acquisition Company.

Under the acquisition  agreement,  upon the first  acceptance of tendered shares
for payment in the tender offer,  the Home Products board will be  reconstituted
to  consist  solely  of  designees  of  Storage  Acquisition  Company.   Storage
Acquisition  Company has entered into a voting  agreement and irrevocable  proxy
under  which Mr.  Gantz (who was a director  of the Company at the issue date of
the senior  subordinated notes and,  accordingly,  is a "permitted holder" under
the Company's note  indenture) will be entitled to designate a majority of those
designees  as well  as a  majority  of the  board  at  every  director  election
thereafter. As a result of the voting rights granted to Mr. Gantz, and the other
terms and conditions of the  transaction,  the Company does not believe that the
rights of  noteholders  to require a repurchase  of their notes upon a change of
control will be triggered.

The Company will file a copy of the  acquisition  agreement on Form 8-K with the
SEC shortly.

This  announcement  is neither an offer to purchase nor a  solicitation  to sell
securities.  The  tender  offer for the  shares of Home  Products  common  stock
described  in this press  release  has not  commenced.  In  connection  with the
acquisition  agreement,  Storage  Acquisition  Company and its investors will be
filing a Tender  Offer  Statement  on  Schedule  TO, an Offer to  Purchase,  and
related materials, and the Company will be filing a  Solicitation/Recommendation
Statement on Schedule  14D-9,  with the SEC.  Investors and  stockholders of the
Company are advised to read the  Schedule TO, the Offer to Purchase and Schedule
14D-9 when they become  available,  and any other relevant  documents filed with
the SEC, because they will contain important  information regarding the proposed
tender  offer.  The Offer to Purchase and  Schedule  14D-9 will be mailed to the
Company's  stockholders.  Investors and stockholders may also obtain a free copy
of the Schedule TO, Offer to Purchase and Schedule  14D-9 (when  available)  and
other  documents  filed by the  Company  with the SEC,  at the SEC's web site at
http://www.sec.gov.

Home Products International,  Inc. is an international consumer products company
specializing in the manufacture and marketing of quality diversified  housewares
products.   The  Company  sells  its  products  through  national  and  regional
discounters  including  Kmart,  Wal-Mart  and  Target,   hardware/home  centers,
food/drug stores, juvenile stores and specialty stores.

NOTE:  This press release  contains  forward-looking  statements  regarding Home
Products  International,  Inc.  that are  subject  to risks,  uncertainties  and
assumptions,  including those  identified  below, as well as other risks not yet
known to the Company or not currently considered material by the Company. Should
one or more of these risks or uncertainties  materialize,  or should  underlying
assumptions  prove  incorrect,  actual results may differ  materially from those
expected. These risks include, but are not limited to, the risk the tender offer
will not be  consummated  because the conditions  thereto are not satisfied,  as
well as risks and uncertainties  associated with the Company's operating results
and prospects.  For a more detailed description of these and other risk factors,
please refer to the Company's SEC filings.  The Company undertakes no obligation
to update any such  factors or to announce the results of any revision to any of
the  forward-looking  statements  contained  herein to reflect  future events or
developments.







                                EXHIBIT (a)(5)(B)

                   AMENDED AND RESTATED JOINT FILING AGREEMENT

THIS  AGREEMENT is dated as of October 26, 2004 and is made by and among Storage
Acquisition  Company,  L.L.C.,  a Delaware  limited  liability  company ("SAC"),
Samstock/SIT,  L.L.C., a Delaware limited  liability  company  ("Samstock/SIT"),
Zell  General  Partnership,  Inc.,  an Illinois  corporation  ("ZGP"),  EGI-Fund
(02-04) Investors,  L.L.C., a Delaware limited liability company ("Fund 02-04"),
EGI-Managing  Member  (02-04),  L.L.C.,  a Delaware  limited  liability  company
("Managing  Member"),  SZ  Investments,  L.L.C.,  a Delaware  limited  liability
company ("SZ  Investments "), Chai Trust Company,  L.L.C.,  an Illinois  limited
liability  company  ("Chai"),  Joseph  Gantz,  an individual  ("Gantz"),  Walnut
Investment  Partners,  L.P., a Delaware limited partnership  ("Walnut"),  Triyar
Storage Investment Company,  LLC, a Delaware limited liability company ("TSIC"),
and Triyar Capital Partners LLC, a Delaware limited liability company ("Triyar";
together  with  SAC,   Samstock/SIT,   ZGP,  Fund  02-04,  Managing  Member,  SZ
Investments, Chai, Gantz, Walnut and TSIC, the "Reporting Persons").

WHEREAS,  each of SAC,  Samstock/SIT,  ZGP,  Fund 02-04 and Gantz are parties to
that certain Amended and Restated Joint Filing Agreement dated as of October 21,
2004 (the  "Original  Agreement"),  pursuant to the terms of which such  parties
agreed to provide for the filing of a joint  Schedule  13D,  and all  amendments
thereto,  with  respect  to shares of common  stock,  par value  $0.01,  of Home
Products International, Inc. (the "Common Stock");

WHEREAS,  each of Samstock/SIT,  ZGP, Fund 02-04,  Gantz,  Managing  Member,  SZ
Investments  and Chai may be deemed to  constitute  a "group"  for  purposes  of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act");

WHEREAS,  each of SAC,  Fund  02-04,  Walnut,  Gantz and Triyar may be deemed to
constitute an "offeror" for purposes of Rule 14d-100 of the Act;

WHEREAS,  each of the Reporting  Persons  desire by this  Agreement to amend and
restate the Original  Agreement in its entirety to add SZ Investments,  Managing
Member,  Chai,  Walnut,  TSIC and Triyar  thereto  and to provide  for the joint
filing of a Schedule  13D, and all  amendments  thereto,  a Schedule TO, and all
amendments thereto,  and all other filings required in connection therewith with
the  Securities  and  Exchange  Commission  with  respect  to the  Common  Stock
(collectively, the "Filings").

NOW, THEREFORE, the parties hereto agree as follows:

1. The  parties  hereto  will  join in the  preparation  and  filing of a single
statement  containing the information required by any of the Filings and will be
filed on behalf of each party  hereto.  Each party is eligible to use the any of
the Filings on which such information is filed.

2. Each party hereto will be  responsible  for the timely  filing of each of the
Filings,  and all amendments  thereto,  and for the completeness and accuracy of
the information concerning such party contained therein. No party hereto will be
responsible for the  completeness or accuracy of the information  concerning any
other party  contained in the Schedule 13D or any amendment  thereto,  except to
the extent such party knows or has reason to believe  that such  information  is
inaccurate.

3. This  Agreement  may be  executed  in  counterparts,  all of which when taken
together will  constitute one and the same  instrument.  This  Agreement  hereby
amends and restates the Original Agreement in its entirety.

IN WITNESS  WHEREOF  the  undersigned  have  caused  this  agreement  to be duly
executed as of the date first above written.

EGI-FUND (02-04) INVESTORS, L.L.C.
EGI-MANAGING MEMBER (02-04), L.L.C.
SZ INVESTMENTS, L.L.C.
SAMSTOCK/SIT, L.L.C.
ZELL GENERAL PARTNERSHIP, INC.

/s/ Donald J. Liebentritt
-----------------------------
Each By: Donald J. Liebentritt
Its: Vice President

CHAI TRUST COMPANY, L.L.C.

/s/ Donald J. Liebentritt
-----------------------------
By: Donald J. Liebentritt
Its: President


STORAGE ACQUISITION COMPANY, L.L.C.

/s/ Ellen Havdala
-----------------------------
By: Ellen Havdala
Its: Vice President


/s/ Joseph Gantz
-----------------------------
JOSEPH GANTZ


WALNUT INVESTMENT PARTNERS, L.P.
By: Walnut Investments Holding Company, LLC
Its: General Partner

/s/ James M. Gould
-----------------------------
By: James M. Gould
Its: Manager

TRIYAR CAPITAL, LLC 
TRIYAR STORAGE INVESTMENT COMPANY, LLC

/s/ Mark Weber
-----------------------------
Each by: Mark Weber
Its: Authorized Signatory







                                EXHIBIT (a)(5)(C)

                               POWERS OF ATTORNEY

KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned,  Walnut  Investment
Partners,  L.P., has made, constituted and appointed, and by these presents does
make, constitute and appoint, each and any of F. Mark Reuter ("Reuter"), Storage
Acquisition  Company,  L.L.C.  ("SAC") and EGI-Fund  (02-04)  Investors,  L.L.C.
("Fund   02-04")  with  full  power  of   substitution,   its  true  and  lawful
attorney-in-fact  and agent,  for it in its name,  place and stead,  to execute,
acknowledge,  deliver and file any and all filings required by (i) Section 13 of
the Securities  Exchange Act of 1934, as amended (the "Act"),  and the rules and
regulations  promulgated  thereunder  respecting Rule 13d, Schedule 13D, and any
amendments thereto, together with all filings required by Section 16 of the Act,
and the  rules  and  regulations  promulgated  thereunder,  and  any  amendments
thereto,  (ii) Section 14 of the Act, and the rules and regulations  promulgated
thereunder  respecting any filings  required  thereunder or in respect  thereof,
including, without limitation, under Rule 14d or Schedule TO, and any amendments
thereto,  and (iii) any other section of the Act, and the rules and  regulations
promulgated  thereunder,  to be filed by it in connection  with the  acquisition
and/or  disposition by SAC (of which it is a non-managing  member) or Fund 02-04
of  shares of  common  stock,  $0.01  per  share  par  value,  of Home  Products
International,   Inc.,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact  and agent or its substitute or substitutes  may do or cause to
be done by virtue hereof.

The  validity of this Power of  Attorney  shall not be affected in any manner by
reason  of the  execution,  at any time,  of other  powers  of  attorney  by the
undersigned in favor of persons other than those named herein.

WITNESS  THE  EXECUTION  HEREOF  this  25th  day of  October,  2004,  by  Walnut
Investment Partners, L.P.

WALNUT INVESTMENT PARTNERS, L.P.
By: Walnut Investments Holding Company, LLC
Its: General Partner

/s/ James M. Gould
-----------------------------
James M. Gould, Manager


KNOW ALL MEN BY THESE PRESENTS,  that the  undersigned,  Joseph Gantz, has made,
constituted  and  appointed,  and by these  presents does make,  constitute  and
appoint, each and any of F. Mark Reuter ("Reuter"), Storage Acquisition Company,
L.L.C.  ("SAC") and EGI-Fund (02-04) Investors,  L.L.C. ("Fund 02-04") with full
power of substitution,  his true and lawful  attorney-in-fact and agent, for him
in his name, place and stead, to execute, acknowledge,  deliver and file any and
all filings  required by (i) Section 13 of the Securities  Exchange Act of 1934,
as amended (the "Act"),  and the rules and  regulations  promulgated  thereunder
respecting Rule 13d, Schedule 13D, and any amendments thereto, together with all
filings  required  by  Section  16 of the Act,  and the  rules  and  regulations
promulgated thereunder,  and any amendments thereto, (ii) Section 14 of the Act,
and the rules and  regulations  promulgated  thereunder  respecting  any filings
required thereunder or in respect thereof, including,  without limitation, under
Rule 14d or Schedule TO, and any amendments thereto, and (iii) any other section
of the Act, and the rules and regulations promulgated thereunder, to be filed by
him in connection with the acquisition and/or disposition by SAC (of which he is
a non-managing  member) or Fund 02-04 of shares of common stock, $0.01 per share
par value, of Home Products International, Inc., hereby ratifying and confirming
all that said attorney-in-fact and agent or its substitute or substitutes may do
or cause to be done by virtue hereof.

The  validity of this Power of  Attorney  shall not be affected in any manner by
reason  of the  execution,  at any time,  of other  powers  of  attorney  by the
undersigned in favor of persons other than those named herein.

WITNESS THE EXECUTION HEREOF this 26th day of October, 2004, by Joseph Gantz.

/s/ Joseph Gantz
-----------------------------
JOSEPH GANTZ


KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  Triyar Capital,  LLC and
Triyar  Storage  Investment  Company,  LLC  (together,   "Triyar"),   has  made,
constituted  and  appointed,  and by these  presents does make,  constitute  and
appoint,  each  and any of  Storage  Acquisition  Company,  L.L.C.  ("SAC")  and
EGI-Fund  (02-04)   Investors,   L.L.C.   ("Fund  02-04")  with  full  power  of
substitution,  its true and lawful  attorney-in-fact  and  agent,  for it in its
name,  place and stead,  to execute,  acknowledge,  deliver and file any and all
filings  required by (i) Section 13 of the  Securities  Exchange Act of 1934, as
amended  (the  "Act"),  and the rules  and  regulations  promulgated  thereunder
respecting Rule 13d, Schedule 13D, and any amendments thereto, together with all
filings  required  by  Section  16 of the Act,  and the  rules  and  regulations
promulgated thereunder,  and any amendments thereto, (ii) Section 14 of the Act,
and the rules and  regulations  promulgated  thereunder  respecting  any filings
required thereunder or in respect thereof, including,  without limitation, under
Rule 14d or Schedule TO, and any amendments thereto, and (iii) any other section
of the Act, and the rules and regulations promulgated thereunder, to be filed by
it in connection with the acquisition  and/or disposition by SAC (of which it is
a non-managing  member) or Fund 02-04 of shares of common stock, $0.01 per share
par value, of Home Products International, Inc., hereby ratifying and confirming
all that said attorney-in-fact and agent or its substitute or substitutes may do
or cause to be done by virtue hereof.

The  validity of this Power of  Attorney  shall not be affected in any manner by
reason  of the  execution,  at any time,  of other  powers  of  attorney  by the
undersigned in favor of persons other than those named herein.

WITNESS THE EXECUTION HEREOF this 26th day of October,  2004, by Triyar Capital,
LLC and Triyar Storage Investment Company, LLC

TRIYAR CAPITAL, LLC
TRIARY STORAGE INVESTMENT COMPANY, LLC


/s/ Mark Weber
-----------------------------
Each by: Mark Weber
Its: Authorized Signatory