On December 11, 2012, Meade Instruments Corp. (the "Company") and its subsidiaries entered into an Amended and Restated Factoring and Security Agreement (the "Agreement") with FCC, LLC d/b/a First Capital Western Region, LLC ("First Capital"). The Agreement amends, restates, consolidates, replaces and supersedes, in their entirety, all previous agreements between the Company and First Capital (and its subsidiaries).

The Agreement consists of a factoring arrangement in which advances of up to seventy-five percent (75.0%) of the aggregate net invoice amount of domestic accounts receivable outstanding. Account advances are limited to $3 million at any one time. No advances on foreign accounts are provided for under the Agreement. The Agreement also does not provide for advances on inventory. Interest on advances will be paid at the rate of LIBOR, plus five and three-quarters percent (5.75%). Fees under the Agreement consist of a factoring commission equal to seven-tenths of one percent (0.70%) of the gross invoice amount of each account and a facility fee in the amount of two thousand dollars ($2,000) per month. The original term of the Agreement is two years but can be terminated by either party with 45 days notice and can be terminated immediately by First Capital in the event of a default, as defined in the Agreement.

The above description of the Agreement is qualified in its entirety by the full Agreement, a copy of which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 10.7.

See Item 1.01 above.

The following exhibits are being furnished herewith:

Exhibit No.   Exhibit Title or Description

   10.7       Amended and Restated Factoring and Security Agreement - Factor Sub
              Accounts dated as of December 11, 2012 between Meade Instruments Corp.
              and FCC, LLC d/b/a First Capital Western Region, LLC.