Item 1.01. Entry into a Material Definitive Agreement.

On August 13, 2008, Q.E.P. Co., Inc. (the "Company"), Bank of America, N.A., successor-in-interest to Fleet Capital Corporation ("BOA"), and HSBC Bank USA, National Association, successor-by-merger to HSBC Bank USA ("HSBC" and together with BOA, the "Lenders"), executed a Thirteenth Amendment Agreement by and among the Company, certain affiliates of the Company, the Lenders, and BOA as Agent (the "Amendment"), which amended the Company's Second Amended and Restated Loan Agreement dated as of November 14, 2002 (as amended and in effect from time to time, the "Loan Agreement"). Pursuant to the Amendment, the maximum amount available for borrowing by the Company under the revolving credit loan was increased from $29 million to $33 million and the interest rate applicable to the revolving credit loan was increased by 25 basis points to a range of Libor plus 1.75% to Libor plus 2.50%. The maturity date and all other terms of the Loan Agreement remain unchanged.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above.

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