EXHIBIT 10.1.1



                                Q.E.P. CO., INC.

                           OMNIBUS STOCK PLAN OF 1996

         1. PURPOSE. The purpose of this Plan is to promote the interest of the
Corporation and its stockholders and the Corporations's success by providing a
method whereby a variety of equity-based incentive and other Awards may be
granted 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.

         2.       DEFINITIONS.

         "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, in no event shall there be fewer than two
non-employee directors as members of the Committee. The Committee will be
composed in a manner 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.

         "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 of Directors or a member of the
Board of Directors of a Subsidiary.


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         "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, 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.

         "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.

         "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.

         "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.

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         3. ADMINISTRATION.

         A. The Plan shall be administered by the Committee. The Committee shall
have the authority to (i) construe and interpret the Plan; (ii) promulgate,
amend and rescind rules relating to the implementation of the Plan; (iii) make
all determinations necessary or advisable for the administration of the Plan,
including the selection of Employees, Consultants and affiliated individuals who
shall be granted Awards, the number of shares of Common Stock or Units to be
subject to each Award, the Award price, if any, the vesting or duration of
Awards, and the designation of stock options as incentive stock options or
non-qualified stock options; (iv) determine the disposition of Awards in the
event of a Participant's divorce or dissolution of marriage; (v) determine
whether Awards will be granted alone or in combination or in tandem with other
Awards; (vi) determine whether cash will be paid or Awards will be granted in
replacement of, or as alternatives to, other grants under the Plan or any other
incentive or compensation plan of the Corporation, a Subsidiary or an acquired
business unit.

         B. Subject to the requirement of applicable law, the Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan, any Award, or any Award Notice; take any and all other actions it deems
necessary or advisable for the proper administration of the Plan; designate
persons other than members of the Committee to carry out its responsibilities;
and prescribe such conditions and limitations as it may deem appropriate; except
that the Committee may not delegate its authority with regard to the selection
for participation of, or the granting of Awards to, persons under Section 16 of
the Exchange Act. Any determination, decision, or action of the Committee in
connection with the construction, interpretation, administration, or application
of the Plan shall be final, conclusive and binding upon all persons validly
claiming under or through persons participating in the Plan.

         C. The Committee may at any time, and from time to time amend or cancel
any outstanding Award, but only with the consent of the person to whom the Award
was granted.

         4. ELIGIBILITY.

         A. Any Employee is eligible to become a Participant in the Plan.

         B. Directors who are not Employees of the Corporation or a Subsidiary
shall receive Awards in accordance with Section 7.

         C. Consultants who are not Directors of the Corporation shall be
eligible to receive Awards in accordance with Section 8.

         5. SHARES AVAILABLE. Subject to Section 16 of the Plan, the maximum
number of shares of Common Stock available for Award grants (including incentive
stock options) shall be 250,000. Notwithstanding the foregoing sentence, the
maximum number of shares of Common 

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Stock that may be awarded under this Plan in the form of restricted stock 
awards pursuant to Section 10 may be limited by the Committee.

         6. TERM. The Plan shall become effective on June 20, 1996, and shall
continue in effect until June 20, 2006.

         7. AWARDS TO NON-EMPLOYEE DIRECTORS AND CONSULTANTS. Options granted to
Participants who are not Employees of the Corporation or a Subsidiary shall be
subject to the following terms:

         (i) The exercise price of the option shall be not less than 85% of the
         Fair Market Value on the date of grant of the option, payable in
         accordance with the alternatives stated in Section 9.B.(ii) of the
         Plan;

         (ii)  The term of the option shall be not less than five nor more than
         ten years;

         (iii) The options shall be exercisable in accordance with such vesting
         and other conditions as the Committee shall specify; and

         (iv)  The options shall be subject to Section 14 of the Plan.

         8.       [Intentionally Omitted]

         9.       STOCK OPTIONS.

         A. Awards may be granted in the form of stock options. Stock options
may be incentive stock options within the meaning of Section 422 of the Code or
non-qualified stock options (i.e., stock options which are not incentive stock
options).

         B. Subject to Section 9.C relating to incentive stock options, options
shall be in such form and contain such terms as the Committee deems appropriate.
While the terms of options need not be identical, each option shall be subject
to the following terms:

         (i) The exercise price shall be the price set by the Committee but may
         not be less than 85% of the Fair Market Value of the underlying shares
         of Common Stock on the date of the grant.

         (ii) The exercise price shall be paid in cash (including check, bank
         draft, or money order), or at the discretion of the Committee, all or
         part of the purchase price may be paid by delivery of the optionee's
         full recourse promissory note, delivery of Common Stock already owned
         by the Participant for at least six months and valued at its 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.

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         (iii) Promissory notes given as payment of the exercise price, if
         permitted by the Committee, shall contain such terms as set by the
         Committee which are not inconsistent with the following: the unpaid
         principal shall bear interest at a rate set from time to time
         by the Committee; payments of principal and interest shall be made no
         less frequently than annually; no part of the note shall be payable
         later than ten (10) years from the date of purchase of the underlying
         shares of Common Stock; and the optionee shall give such security as
         the Committee deems necessary to ensure full payment.

         (iv) The term of an option may not be greater than ten years from the
         date of the grant.

         (v) Neither a person to whom an option is granted nor such person's
         legal representative, heir, legatee or distributee shall be deemed to
         be the holder of, or to have any of the rights of a holder or owner
         with respect to, any shares of Common Stock subject to such option
         unless and until such person has exercised the option.

         C. The following special terms shall apply to grants of incentive stock
options:

         (i) Subject to Section 9.C (iii) of the Plan, the exercise price of
         each incentive stock option shall not be less than 100% of the Fair
         Market Value of the underlying shares of Common Stock on the date of
         the grant.

         (ii) No incentive stock option shall be granted to any Employee who
         directly or indirectly owns stock possessing more than 10% of the total
         combined voting power of all classes of stock of the Corporation,
         unless at the time of such grant the exercise price of the option is at
         least 110% of the Fair Market Value of the underlying shares of Common
         Stock subject to the option and such option is not exercisable after
         the expiration of five years from the date of the grant.

         (iii) No incentive stock option shall be granted to a person in his
         capacity as an Employee of a Subsidiary if the Corporation has less
         than 50% ownership interest in such Subsidiary.

         (iv) Options shall contain such other terms as may be necessary to
         qualify the options granted therein as incentive stock options pursuant
         to Section 422 of the Code, or any successor statute, including that
         such incentive stock options shall be granted only to Employees, that
         such incentive stock options are non-transferrable, and which shall
         conform to all other requirements of the Code.

         10.      RESTRICTED STOCK.

         A.       Awards may be granted in the form of restricted stock.

         B. Grants of restricted stock shall be awarded in exchange for
consideration in an amount determined by the Committee. The price, if any, of
such restricted stock shall be paid 

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in cash, or at the discretion of the Committee, all or part of the purchase 
price may be paid by delivery of the Participant's full recourse promissory 
note, delivery of Common Stock already owned by the Participant for at least 
six months and valued at its Fair Market Value, or any combination of the 
foregoing methods of payment, provided no less than the par value of the stock 
is paid in cash, and the Participant has rendered no less than three months 
prior service to the Corporation.

         C. Restricted stock awards shall be subject to such restrictions as the
Committee may impose and may include, if the Committee shall so determine,
restrictions on transferability and restrictions relating to continued
employment.

         D. The Committee shall have the discretion to grant to a Participant
receiving restricted shares all or any rights of a stockholder while such shares
continue to be subject to restrictions.

         11. PERFORMANCE UNITS AND PERFORMANCE SHARES.

         A. Awards may be granted in the form of Performance Units or
Performance Shares. Awards of Performance Shares shall refer to a commitment by
the Corporation to make a distribution to the Participant or to his beneficiary
depending on (i) the attainment of the performance objective(s) and other
conditions established by the Committee and (ii) the base value of the
Performance Unit or Performance Shares, respectively, as established by the
Committee.

         B. Settlement of Performance Units and Performance Shares may be in
cash, in shares of Common Stock, or a combination thereof. The Committee may
designate a method of converting Performance Units into Common Stock, including,
but not limited to, a method based on the Fair Market Value of Common Stock over
a series of consecutive trading days.

         C. Participants shall not be entitled to exercise any voting rights
with respect to Performance Units or Performance Shares, but the Committee in
its sole discretion may attach dividend equivalent to such Awards.

         12. STOCK APPRECIATION RIGHTS.

         A. Awards may be granted in the form of stock appreciation rights.
Stock appreciation rights may be awarded in tandem with a stock option, in
addition to a stock option, or may be free-standing and unrelated to a stock
option.

         B. A stock appreciation right entitles the Participant to receive from
the Corporation an amount equal to the positive difference between (i) the Fair
Market Value of Common Stock on the date of exercise of the stock appreciation
right and (ii) the grant price or some other amount as the Committee may
determine at the time of grant (but not less than the Fair Market Value of
Common Stock on the date of grant).

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         C. With respect to persons subject to Section 16 of the Exchange Act, a
stock appreciation right may only be exercised during a period which (i) begins
on the third business day following a date when the Corporation's quarterly
summary statement of sales and earnings is released to the public and (ii) ends
on the 12th business day following such date. This Section 12.C shall not apply
if the exercise occurs automatically on the date when a related stock option
expires.

         D. Settlement of stock appreciation rights may be in cash, in shares of
Common Stock, or a combination thereof, as determined by the Committee.

         13. DEFERRAL OF AWARDS. 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.

         14. EXERCISE OF STOCK OPTIONS OR AWARDS UPON TERMINATION OF EMPLOYMENT
OR SERVICES.

         A. Except as otherwise provided by the Committee or by the Board of
Directors pursuant to Section 14.B. hereof, and subject to Section 22 hereof,
options granted under the Plan shall be exercisable upon the Participant's
termination of service within the periods set forth below. With respect to
Consultants who receive options under the Plan, the Committee shall determine
what shall constitute termination of service for purposes of this Section 14.

         (i) If on account of death, within 12 months of such event by the
         person or persons to whom the Participant's rights pass by will or the
         laws of descent or distribution;

         (ii) If on account of retirement (as defined from time to time by
         Corporation policy), stock options may be exercised within three months
         of such termination;

         (iii)  If on account of resignation, options may be exercised within 
         one month of such termination;

         (iv) If for cause (as defined from time to time by Corporation policy),
         no unexercised option shall be exercisable to any extent after
         termination;

         (v) If on account of the taking of leave of absence for the purpose of
         servicing the government or the country in which the principal place of
         employment of the Participant 

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         is located, either in a military or a civilian capacity, or for such
         other purpose or reason as the Committee may approve, a Participant
         shall not be deemed during the period of any such absence alone, to
         have terminated his service, except as the Committee may otherwise
         expressly provide;

         (vi) If on account of disability, within one year following the
         disability of the Participant; and

         (vii) If for any reason other than death, retirement, resignation,
         cause or disability, options may be exercised within three months of
         such termination.

         B. An unexercised option shall be exercisable after a Participant's
termination of service only to the extent that such option was exercisable on
the date of the Participant's termination of service. Notwithstanding the
foregoing, the Committee and the Board of Directors shall have the power to
accelerate the 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 and
the provisions of Rule 16b-3.

         C. In no case may an unexercised option be exercised to any extent by
anyone after expiration of its term.

         D. To the extent any Award other than stock options is exercisable by a
Participant, such Award shall be exercisable after termination of service (in
the case of Employees) within the time periods specified in A(i) to A (vii)
above, subject to the provisions of Section 14.B. In the case of a non-Employee
Participant, such Award will be exercisable in accordance with the terms thereof
unless the Committee has required continued service to the Corporation or a
Subsidiary as a condition to the exercise of an Award, in which event the
exercise of an Award following termination of services by a non-Employee
Participant shall be provided for by the Committee.

         15. NONASSIGNABILITY. 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.

         16. ADJUSTMENT OF SHARES AVAILABLE. 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

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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.

         17. PAYMENT OF WITHHOLDING TAXES. 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.

         18. AMENDMENTS. 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 Rule 16b-3. 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.

         19. REGULATORY APPROVALS AND LISTINGS. 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.

         20. NO RIGHT TO CONTINUED EMPLOYMENT OR GRANTS. 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.

         21. NO RIGHT, TITLE, OR INTEREST IN CORPORATION ASSETS. 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.

         22. SPECIAL PROVISION PERTAINING TO PERSONS SUBJECT TO SECTION 16.
Notwithstanding any other item of this Plan, the following shall apply to
persons subject to Section 16 of the 

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Exchange Act, except in the case of death or disability or unless Section 16 
shall be amended to provide otherwise than as described below, in which event 
this Plan shall be amended to conform to Section 16, as amended:

         A. Restricted stock or other equity securities (within the meaning used
in Rule 16b-3 of the Exchange Act or any successor rule) offered pursuant to
this Plan must be held for at least six months from the date of grant; and

         B. At lease six months must elapse from the date of acquisition of any
stock option, Performance Unit, Performance Share, stock appreciation right or
other derivative security (within the meaning used in Rule 16b-3 of the Exchange
Act or any successor rule) issued pursuant to the Plan to the date of
disposition of such derivative security (other than upon exercise or conversion)
or its underlying equity security.

         23. INDEMNIFICATION. 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.

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


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