Q.E.P. CO., INC. OMNIBUS STOCK PLAN OF 1996 (Amended July 9, 2004)

Exihibit 10.1

Q.E.P. CO., INC.

OMNIBUS STOCK PLAN OF 1996

(Amended July 9, 2004)

The purpose of this Plan is to promote the interest of the Corporation and its stockholders and the Corporations’ success through awards of incentive stock options, nonqualified stock options, restricted stock, performance units, performance shares, dividend equivalents and other incentive awards to Employees and Directors of the Corporation and its Subsidiaries and to selected Consultants who, in the course of their business activities, direct a significant amount of business to the Corporation.

“AWARD” means any form of stock option, restricted stock, Performance Unit, Performance Share, stock appreciation right, dividend equivalent or other incentive award granted under the Plan.

“AWARD NOTICE” means any written notice from the Corporation to a Participant or agreement between the Corporation and a Participant that establishes the terms applicable to an Award.

“BOARD OF DIRECTORS” means the Board of Directors of the Corporation.

“CODE” means the Internal Revenue Code of 1986, as amended.

“COMMITTEE” means the Compensation Committee of the Board of Directors, or such other committee designated by the Board of Directors, which is authorized to administer the Plan under Section 3 hereof. The number of persons who shall serve on the Committee shall be specified from time to time by the Board of Directors; however, it is intended that the Committee will be composed in a manner that meets the requirements described in Exchange Act Rules 16b-3(d) (1) and 16-3(b) (3) such that the Plan will qualify under Rule 16b-3 with regard to Awards to persons who are subject to Section 16 of the Exchange Act. If at any time no Committee shall be in office, the functions of the “Committee” under the Plan shall be exercised by the Board.

“COMMON STOCK” means shares of the common stock, par value $.001 per share, of the Corporation.

“CONSULTANT” means any individual who renders services directly to the Corporation or a Subsidiary or to the Corporation’s customers as defined and designated from time to time by the Committee.

“CORPORATION” means Q.E.P. Co., Inc.

“DIRECTOR” means a member of the Board or a member of the board of directors of a Subsidiary.

“EMPLOYEE” means any employee of the Corporation or a Subsidiary whose performance the Committee determines can have a significant effect on the success of the Corporation. The term “Employee” shall not include any individual who is not treated as an employee on the payroll records of the Corporation or applicable Subsidiary, even if such individual is determined to be a common law employee by a court or governmental agency.

“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended.

“FAIR MARKET VALUE” means, as of a specified date, (i) if the Common Stock is listed for trading on The NASDAQ Stock Market or a national securities exchange, the per share closing sale price of the Common Stock on such date on the exchange on which it is so listed, as the case may be, (ii) if the Common Stock is not listed for trading on The NASDAQ Stock Market or a national securities exchange, but is traded in the over-the-counter market, the per share closing bid price of the Common Stock on such date as reported by NASDAQ or an equivalent generally accepted reporting service, (iii) if the Common Stock is not listed for trading on The NASDAQ Stock Market or on any national securities exchange and if trading in the Common Stock is not reported by NASDAQ, the lowest per share bid price of the Common Stock on such date as reported in the “pink sheets” published by National Quotation Bureau, Incorporated, (iv) if no such reported price is reported for such date pursuant to (i), (ii), or (iii) above, then the closing sale price, closing bid price or lowest per share bid price, respectively, on the first preceding day on which so reported, or (v) if the Common Stock is not so traded and/or reported for a 30-day period immediately preceding the date for determining Fair Market Value, the amount determined by the Committee, using such factors as the Committee considers relevant and acting in good faith and in conformity with the requirements of Section 422 of the Code, pursuant to such method as it may establish for determining Fair Market Value.

“PARTICIPANT” means any individual to whom an Award is granted under the Plan.

“PERFORMANCE SHARE” means a Unit expressed in terms of, or valued by reference to, a share of Common Stock.

“PERFORMANCE UNIT” means a Unit valued by reference to designated criteria established by the Committee, other than Common Stock.

“PLAN” means this Plan, which shall be known as Q.E.P. Co., Inc. Omnibus Stock Plan of 1996, as amended.

“RULE 16B-3” means Rule 16b-3 promulgated under the Exchange Act, or any successor rule.

“SUBSIDIARY” means a corporation or other business entity (i) of which the Corporation directly or indirectly has an ownership interest of 50% or more, or (ii) of which the Corporation has the right to elect or appoint 50% or more of the members of the board of directors or other governing body. A Subsidiary shall include both currently owned Subsidiaries and any Subsidiary hereafter acquired.

“UNIT” means a bookkeeping entry used by the Corporation to record the grant of an Award until such time as the Award is paid, cancelled, forfeited or terminated.

persons validly claiming under or through persons participating in the Plan. A member of the Committee will not be liable for performing any act or making any determination in good faith.

Fair Market Value, or any combination of the foregoing methods of payment. In the case of incentive stock options, the terms of payment shall be determined at the time of grant.

At the discretion of the Committee, payment of an Award, dividend equivalent, or any potion thereof may be deferred until a time established by the Committee. Deferrals shall be made in accordance with guidelines established by the Committee to ensure that such deferrals comply with applicable requirements of the Code and its regulations. Deferrals shall be initiated by the delivery of a written, irrevocable election by the participant to the Committee or its nominee. Such election shall be made prior to the date specified by the Committee. The Committee may also (A) credit interest equivalents on cash payments that are deferred and set the rates of such interest equivalents and (B) credit dividends equivalents on deferred payments denominated in the form of shares of Common Stock.

exercisability of options, whether before or after a Participant’s termination of service, and to permit options to remain exercisable after a Participant’s termination of service for periods longer than those set forth in Section 14.A., subject to compliance with applicable law.

The rights of a Participant under the Plan shall not be assignable by such Participant, by operation of law or otherwise, except by will or the laws of descent and distribution. During the lifetime of the person to whom a stock option or similar right (including a stock appreciation right) is granted, such person alone may exercise it. No Participant may create a lien on any funds, securities, rights or other property to which such Participant may have an interest under the Plan, or which is held by the Corporation for the account of the Participant under the Plan.

The Committee shall make appropriate and equitable adjustments in the shares of Common Stock available for future Awards and the number of shares of Common Stock covered by unexercised, unvested or unpaid Awards upon the subdivision of the outstanding shares of Common Stock; the declaration of a dividend payable in Common Stock; the declaration of a dividend payable in a form other than Common Stock in an amount that has a material effect on the price of the shares of Common Stock; the combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a lesser number of shares of Common Stock; a recapitalization; or a similar event.

As a condition to receiving or exercising an Award, as the case may be, the Participant shall pay to the Corporation or the employer Subsidiary the amount of all applicable Federal, state, local and foreign taxes required by law to be paid or withheld relating to receipt or exercise of the Award. Alternatively, the Corporation may withhold shares of Common Stock with an aggregate Fair Market Value equal to such withholding taxes, from any Award in shares of Common Stock, to the extent the withholding is required by law. The Corporation also may deduct such withholding taxes from any Award paid in cash.

The Board of Directors may amend the Plan at any time and from time to time, subject to the receipt of stockholder approval where required by applicable law. Rights and obligations under any Award granted before amendment of the Plan shall not be materially altered or impaired adversely by such amendment, except with consent of the person to whom the Award was granted.

Notwithstanding any other provision in the Plan, the Corporation shall have no obligation to issue or deliver certificates for shares of Common Stock under the Plan prior to (A) obtaining approval from any governmental agency which the Corporation determines is necessary or advisable, (B) admission of such shares to listing on the stock exchange on which the Common Stock may be listed, and (C) completion of any registration or other qualification of such shares under any state or Federal law or ruling of any governmental body which the Corporation determines to be necessary or advisable.

Participation in the Plan shall not give any Employee any right to remain in the employ of the Corporation or any Subsidiary. Further, the adoption of this Plan shall not be deemed to give any Employee or other individual the right to be selected as a Participant or to be granted an Award.

No Participant shall have any rights as a stockholder of the Corporation until Participant acquires an unconditional right under an Award to have shares of Common Stock issued to such Participant. In the case of a recipient of a stock option, the unconditional right to have shares of Common Stock issued to such Participant shall be defined as the date upon which the Participant

has exercised the stock option and tendered valid consideration to the Corporation for the exercise thereof. To the extent any person acquires a right to receive payments from the Corporation under this Plan, such rights shall be no greater than the rights of an unsecured creditor of the Corporation.

With respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time, or its successor under the Exchange Act. To the extent any provision of the Plan or action by the Plan administrators fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Plan administrators.

In addition to such other rights of indemnification as they may have as Directors, the members of the Board of Directors or the Committee administering the Plan shall be indemnified by the Corporation against reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such member is liable for negligence or misconduct in the performance of his duties; provided that within 60 days after institution of any such action, suit or proceeding, the member shall in writing offer the Corporation the opportunity, at its own expense, to handle and defend the same.

The Plan shall be governed by and construed in accordance with the laws of the State of Delaware.