Interim Executive Services Agreement



 Exhibit 10.1 
  
 Tatum LLC 
  
 Interim Executive Services Agreement 
  
 January 12, 2006                 
  
 Q.E.P. Co., Inc. 
 1081 Holland Drive 
 Boca Raton, FL 33487 
  
 Dear
Mr. Gould 
  
 Tatum LLC (“Tatum”) understands Q.E.P. Co., Inc.
(“the Company”) desires to engage a partner of Tatum to serve as interim chief financial officer. This Interim Executive Services Agreement sets forth the conditions under which such services will be provided. 
  
 Services; Fees 
  
 Tatum will make available to the Company Randall Paulfus (the “Tatum Partner”),
who will serve as interim chief financial officer of the Company. The Tatum Partner will become an employee and a duly elected or appointed officer of the Company and subject to the supervision and direction of the CEO of the Company, the board of
directors of the Company, or both. Tatum will have no control or supervision over the Tatum Partner. 
  
 The Company will pay the Tatum Partner directly a salary of $6,000 per week (“Salary”). 
  
 In addition, the Company will pay directly to Tatum a fee of
$1,500 per week. 
  
 The Company will have no obligation to provide the Tatum
Partner any other benefits or compensation other than the salary stated above. In lieu of the Tatum Partner participating in the Company-sponsored employee medical insurance benefit plan, the Tatum Partner will remain on his or her current medical
plan. As an employee, the Tatum Partner will be eligible for any Company employee retirement and/or 401(k) plan and for vacation and holidays consistent with the Company’s policy as it applies to senior management, and the Tatum Partner will be
exempt from any delay periods otherwise required for eligibility. 
  
 Payments 
  
 Payments to Tatum should be
made by direct deposit through the Company’s payroll, or by an automated clearing house (“ACH”) payment at the same time as payments are made to the Tatum Partner. If such payment method is not available and payments are made by
check, Tatum will issue invoices to the Company, and the Company agrees to pay such invoices no later than ten (10) days after receipt of invoices. 
  
 The Company will reimburse the Tatum Partner directly for out-of-pocket expenses incurred by the Tatum Partner in providing services hereunder to the same extent that the
Company is responsible for such expenses of senior officers of the Company. 







 Converting Interim to Permanent 
  
 The Company will have the opportunity to make the Tatum Partner a permanent member of
Company management at any time during the term of this agreement by entering into another form of Tatum agreement, the terms of which will be negotiated at such time. 
  
 Hiring Tatum Partner Outside of Agreement 
  
 During the twelve (12)-month period following termination or expiration of this agreement,
other than in connection with another Tatum agreement, the Company will not employ the Tatum Partner, or engage the Tatum Partner as an independent contractor, to render services of substantially the same nature as those to be performed by the Tatum
Partner as contemplated by this agreement. The parties recognize and agree that a breach by the Company of this provision would result in the loss to Tatum of the Tatum Partner’s valuable expertise and revenue potential and that such injury
will be impossible or very difficult to ascertain. Therefore, in the event this provision is breached, Tatum will be entitled to receive as liquidated damages an amount equal to forty-five percent (45%) of the Tatum Partner’s Annualized
Compensation (as defined below), which amount the parties agree is reasonably proportionate to the probable loss to Tatum and is not intended as a penalty. If, however, a court or arbitrator, as applicable, determines that liquidated damages are not
appropriate for such breach, Tatum will have the right to seek actual damages. The amount will be due and payable to Tatum upon written demand to the Company. For this purpose, “Annualized Compensation” will mean weekly Salary equivalent
to what the Tatum Partner would receive on a full-time basis multiplied by fifty two (52), plus the maximum amount of any bonus for which the Tatum Partner was eligible with respect to the then current bonus year. 
  
 Term & Termination 
  
 Effective upon thirty (30) days’ advance written notice, either party may
terminate this agreement, such termination to be effective on the date specified in the notice, provided that such date is no earlier than thirty (30) days after the date of delivery of the notice. However, this agreement will not be cancelable
within the first three months of services. Tatum will continue to render services and will be paid during such notice period. 
  
 Tatum retains the right to terminate this agreement immediately if (1) the Company is engaged in or asks the Tatum Partner to engage in or to ignore any illegal or
unethical activity or, (2) the Tatum Partner ceases to be a partner of Tatum for any other reason,. This agreement will terminate immediately upon the death or disability of the Tatum Partner. For purposes of this agreement, disability will be
as defined by the applicable policy of disability insurance or, in the absence of such insurance, by the Company’s Board of Directors acting in good faith. The Company retains the right to terminate this agreement immediately if Tatum Partner
engages in any illegal or unethical activity. 
  
 In the event that either party
commits a breach of this agreement, other than for reasons described in the above paragraph, and fails to cure the same within seven (7) days following delivery by the non-breaching party of written notice specifying the nature of the breach,
the non-breaching party will have the right to terminate this agreement immediately effective upon written notice of such termination. 
  

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 Insurance 
  
 The Company will provide Tatum or the Tatum Partner with written evidence that the Company maintains directors’ and officers’
insurance in an amount reasonably acceptable to the Tatum Partner at no additional cost to the Tatum Partner, and the Company will maintain such insurance at all times while this agreement remains in effect. In addition, if at such time it is
necessary to put a “tail” in place, the Tatum Partner would be covered no less favorably than the other Company officers. 
  
 Disclaimers, Limitations of Liability & Indemnity 
  
 Tatum assumes no responsibility or liability under this agreement other than to render the services called for hereunder and will not be
responsible for any action taken by the Company in following or declining to follow any of Tatum’s advice or recommendations. Tatum represents to the Company that Tatum has conducted its standard screening and investigation procedures with
respect to the Tatum Partner becoming a partner in Tatum, and the results of the same were satisfactory to Tatum. Tatum disclaims all other warranties, either express or implied. Without limiting the foregoing, Tatum makes no representation or
warranty as to the accuracy or reliability of reports, projections, forecasts, or any other information derived from use of Tatum’s resources, and Tatum will not be liable for any claims of reliance on such reports, projections, forecasts, or
information. Tatum will not be liable for any non-compliance of reports, projections, forecasts, or information or services with federal, state, or local laws or regulations. Such reports, projections, forecasts, or information or services are for
the sole benefit of the Company and not any unnamed third parties. 
  
 In the
event that any partner of Tatum (including without limitation the Tatum Partner to the extent not otherwise entitled in his or her capacity as an officer of the Company) is subpoenaed or otherwise required to appear as a witness or Tatum or such
partner is required to provide evidence, in either case in connection with any action, suit, or other proceeding initiated by a third party or by the Company against a third party, then the Company shall reimburse Tatum for the costs and expenses
(including reasonable attorneys’ fees) actually incurred by Tatum or such partner and provide Tatum with compensation at Tatum’s customary rate for the time incurred. 
  
 The Company agrees that, with respect to any claims the Company may assert against Tatum in connection with this agreement or the
relationship arising hereunder, Tatum’s total liability will not exceed eight (8) weeks of Services Agreement fees paid to Tatum hereunder. 
  
 As a condition for recovery of any liability, the Company must assert any claim against Tatum within three (3) months after discovery or ninety (90) days after
the termination or expiration of this agreement, whichever is earlier. 
  
 Tatum
will not be liable in any event for incidental, consequential, punitive, or special damages, including without limitation, any interruption of business or loss of business, profit, or goodwill. 
  
 Arbitration 
  
 If the parties are unable to resolve any dispute arising out of or in connection with this
agreement, either party may refer the dispute to arbitration by a single arbitrator selected by the parties according to the rules of the American Arbitration Association (“AAA”), and the decision of the arbitrator will be final and
binding on both parties. Such arbitration will be conducted by the New York, NY, office of the AAA. In the event that the parties fail to agree on the selection of the arbitrator within thirty (30) days after either party’s request for
arbitration under this paragraph, the arbitrator will be chosen by AAA. The arbitrator may in his discretion order documentary discovery but shall not allow depositions without a showing of compelling need. 

  

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The arbitrator will render his decision within ninety (90) days after the call for arbitration. The arbitrator will have no authority to award punitive
damages. Judgment on the award of the arbitrator may be entered in and enforced by any court of competent jurisdiction. The arbitrator will have no authority to award damages in excess or in contravention of this agreement and may not amend or
disregard any provision of this agreement, including this paragraph. Notwithstanding the foregoing, either party may seek appropriate injunctive relief from a court of competent jurisdiction, and either party may seek injunctive relief in any court
of competent jurisdiction. 
  
 Miscellaneous

  
 Tatum will be entitled to receive all reasonable costs and expenses
incidental to the collection of overdue amounts under this Interim Executive Services Agreement, including but not limited to attorneys’ fees actually incurred. 
  
 Neither the Company nor Tatum will be deemed to have waived any rights or remedies accruing under this agreement unless such waiver is in
writing and signed by the party electing to waive the right or remedy. This agreement binds and benefits the respective successors of Tatum and the Company. 
  
 Neither party will be liable for any delay or failure to perform under this agreement (other than with respect to payment obligations) to the extent such delay or failure
is a result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such party’s reasonable control. 
  
 The provisions concerning payment of compensation and reimbursement of costs and expenses, limitation of liability, directors’ and officers’ insurance, and
arbitration will survive the expiration or any termination of this agreement. 
  
 This agreement will be governed by and construed in all respects in accordance with the laws of the State of New York, without giving effect to conflicts-of-laws principles. 
  
 The terms of this agreement are severable and may not be amended except in writing signed by the party to be bound. If any portion of this
agreement is found to be unenforceable, the rest of the agreement will be enforceable except to the extent that the severed provision deprives either party of a substantial benefit of its bargain. 
  
 Nothing in this agreement shall confer any rights upon any person or entity other than the
parties hereto and their respective successors and permitted assigns and the Tatum Partner. 
  
 Each person signing below is authorized to sign on behalf of the party indicated, and in each case such signature is the only one necessary. 
  
 Bank Lockbox Mailing Address for Deposit and Fees: 
  
 Tatum LLC 
 P.O. Box 403291 
 Atlanta, GA 30384-3291 
  

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 Electronic Payment Instructions for Deposit and Fees: 
  

			
	Bank Name: Bank of America
	Branch: Atlanta
	Routing Number:	  	For ACH Payments: 061 000 052
	 	  	For Wires: 026 009 593
	Account Name: Tatum LLC
	Account Number: 003 279 247 763
	Please reference Q.E.P. Co., Inc. in the body of the wire.

  
 Please sign below and return a signed
copy of this letter to indicate the Company’s agreement with its terms and conditions. 
  
 We look forward to serving you. 
  
 Sincerely yours, 
  

			
	TATUM LLC	  	Acknowledged and agreed by:
		
	
	  	Q.E.P. Co., Inc.
	Signature	  	  
  


Signature

	  

 (Print name)
	  
	  	  
  


	 	  	(Print name)
	Area Managing Partner for TATUM LLC	  	  
  


	 	  	(Title)
	 	  	  
  


	 	  	(Date)

  

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