Item 1.01. Entry into a Material Definitive Agreement.

On November 5, 2008, Q.E.P. Co., Inc. (the "Company"), certain of the Company's subsidiaries, 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"), and BOA as Agent, executed a Fifteenth Amendment Agreement (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"). The Amendment (i) increases the maximum amount available for borrowing by the Company under the revolving credit loan from $33 million to $35 million, (ii) permits a wholly-owned subsidiary of the Company to obtain a mortgage loan with a third party lender not to exceed $6 million (CAD) to be secured by the Canadian property, subject to the repayment of an existing $2.3 million (CAD) mortgage relating to the same property, and (iii) modifies the definition of "Eligible Accounts Receivable" to include a concentration percentage maximum for amounts owed by certain home improvement center customers based on their investment ratings.

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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