EXHIBIT 10.3.8




AMENDMENT TO




$7,000,000 LINE OF
CREDIT




FROM




JPMORGAN CHASE BANK,
NA




TO




BOSS HOLDINGS, INC.




AND BOSS MANUFACTURING
COMPANY




1.
    Eighth Amendment to Loan Agreement




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EIGHTH AMENDMENT TO LOAN
AGREEMENT




This Eighth Amendment to Loan Agreement,
dated as of January 4, 2010 ("Amendment"), amends the Loan Agreement dated June
16, 2000, as amended by a First Amendment dated as of May 28, 2002, a Second
Amendment dated as of April 15, 2003, a Third Amendment dated as of October 13,
2003, a Fourth Amendment dated as of March 17, 2004, a Fifth Amendment dated as
of July 30, 2004, a Sixth Amendment dated as of January 30, 2006 and a Seventh
Amendment dated as of June 1, 2008 (collectively, "Agreement"), both between JP
Morgan Chase Bank, NA, successor to American National Bank and Trust Company of
Chicago ("Bank"), Boss Holdings, Inc. and Boss Manufacturing Company
(collectively, "Borrowers").




The parties agree that the Agreement
shall be amended as follows:




1. The definition of "Base Rate" set
forth in Section 1.1 of the Agreement shall be deleted in its entirety and the
following definition shall be substituted in its place:




" Base Rate " means the CB Floating Rate.




2. The definition of "Revolving
Credit Termination Date" set forth in Section 1.1 of the Agreement shall be
deleted in its entirety and the following definition shall be substituted in its
place:




" Revolving Credit Termination
Date " means January
4, 2011, as such date may be amended upon the written consent of all of the
parties hereto.




3. The following definitions shall
be added to Section 1.1 of the Agreement:




" Adjusted One Month LIBOR
Rate " means, with
respect to a CB Floating Rate Advance for any day, the sum of (i) 2.50% per
annum plus (ii) the quotient of (a) the interest rate determined by the Bank by
reference to the Page to be the rate at approximately 11 :00 a.m. London time,
on such date or, if such date is not a Business Day, on the immediately
preceding Business Day for dollar deposits with a maturity equal to one (1)
month, divided by (b) one minus the Reserve Requirement (expressed as a decimal)
applicable to dollar deposits in the London interbank market with a maturity
equal to one (1) month.




" CB Floating Rate " means the Prime Rate;
provided  that the CB Floating Rate shall, on any
day, not be less than the Adjusted One Month LIBOR Rate. The CB Floating Rate is
a variable rate and any change in the CB Floating Rate due to any change in the
Prime Rate or the Adjusted One Month LIBOR Rate is effective from and including
the effective date of such change in the Prime Rate or the Adjusted One Month
LIBOR Rate, respectively.




" Prime Rate " means the rate of interest per annum
announced from time to time by the Bank as its prime rate. The Prime Rate is a
variable rate and each change in the Prime Rate is effective from and including
the date the change is announced as being effective. THE PRIME RATE IS A
REFERENCE RATE AND MAY NOT BE THE BANK'S LOWEST RATE.




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" Page " means Reuters Screen LIBOR01, formerly
known as Page 3750 of the Moneyline Telerate Service (together with any
successor or substitute, the "Service") or any successor or substitute page of
the Service, providing rate quotations comparable to those currently provided on
such page of the Service, as determined by the Bank from time to time for
purposes of providing quotations of interest rates applicable to dollar deposits
in the London interbank market.




" Reserve Requirement " means the maximum aggregate reserve
requirement (including all basic, supplemental, marginal and other reserves)
which is imposed under Regulation D.




4. Section 7.2(d)(x) of the
Agreement, requiring a quarterly accounts receivable aging report, shall be
deleted in its entirety.




5. The definition of "Debt Service
Coverage Ratio" in Section 1.1 of the Agreement shall be deleted in its
entirety, and the following definition shall be substituted in its place:




" Debt Service Coverage
Ratio " means the
ratio, calculated on a consolidated basis of the Parent as of the end of each
calendar quarter for the previous four (4) calendar quarters, of net income
before taxes, plus interest expense, plus depreciation expense, plus
amortization expense, minus Capital Expenditures which were not financed with
long term debt, minus taxes paid, minus Distributions, for the calendar quarter
then ending, to principal payments made on long term debt, plus capitalized
lease payments made, plus scheduled principal and interest payments on
Subordinated Debt (whether or not made), plus interest expense, for said
calendar quarter.




6. Except as specifically amended
herein the Agreement shall continue in full force and effect in accordance with
its original terms. Reference to this specific Amendment need not be made in any
note, document, letter, certificate, the Agreement itself, or any communication
issued or made pursuant to or with respect to the Agreement, any reference to
the Agreement being sufficient to refer to the Agreement as amended hereby. All
terms used herein which are defined in the Agreement shall have the same meaning
herein as in the Agreement. In the event of any conflict between the terms of
the Agreement and the terms of this Amendment, this Amendment shall control.




[SIGNATURE PAGE
FOLLOWS]




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IN WITNESS WHEREOF, the parties have
caused this Amendment to be executed as of the day and year first above written.




JP MORGAN CHASE BANK, NA
            BOSS HOLDINGS, INC.By:
            /s/ Wendy
    Williams
            
            By:
            /s/ Steven G.
    PontIts:
            Vice
    President
            
            
            Its:
            VP/Finance &
      TreasurerBOSS MANUFACTURING
  COMPANYBy:
            /s/ Steven G.
    PontIts:
            VP/Finance &
      Treasurer


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The undersigned
Guarantors of the obligations of Borrowers under the Agreement consent to this
Amendment, acknowledge and agree that the Guaranty Agreement between them and
Bank dated as of June 16, 2000 shall remain in full force and effect and apply
to the obligations of Borrowers as amended by this Amendment. Guarantors further
agree that the term "Guaranteed Obligations" as used in the above-described
Guaranty Agreement shall mean, among other things, obligations of Borrowers
under the Agreement as amended by this Amendment.






BOSS MANUFACTURING HOLDINGS,
      INC.
            BOSS BALLOON COMPANYBy:
            /s/ Steven G.
    Pont
            
            By:
            /s/ Steven G.
    PontIts:
            VP/Finance &
      Treasurer
            
            
            Its:
            VP/Finance &
      TreasurerDate: February 8, 2010
            Date: February 8,
  2010




The undersigned
Guarantor of the obligations of Borrowers under the Agreement consents to this
Amendment, acknowledges and agrees that the Guaranty between it and Bank dated
as of March 17, 2004 shall remain in full force and effect and apply to the
obligations of Borrowers as amended by this Amendment. The undersigned Guarantor
further agrees that the term "Obligations" as used in the above-described
Guaranty shall mean, among other things, obligations of Borrowers under the
Agreement as amended by this Amendment.




BOSS PET PRODUCTS,
    INC.By:
            /s/ Steven G.
    PontIts:
            VP/Finance &
      TreasurerDate: February 8,
  2010


The undersigned
Guarantor of the obligations of Borrowers under the Agreement consents to this
Amendment, acknowledges and agrees that the Guaranty between it and Bank dated
as of July 30, 2004 shall remain in full force and effect and apply to the
obligations of Borrowers as amended by this Amendment. The undersigned Guarantor
further agrees that the term "Obligations" as used in the above-described
Guaranty shall mean, among other things, obligations of Borrowers under the
Agreement as amended by this Amendment.




GALAXY BALLOONS,
      INCORPORATEDBy:
            /s/ Steven G.
    PontIts:
            VP/Finance &
      TreasurerDate: February 8,
  2010


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The undersigned
Guarantors of the obligations of Borrowers under the Agreement consent to this
Amendment, acknowledge and agree that the Guaranty Agreements between them and
Bank dated as of May 7, 2007 shall remain in full force and effect and apply to
the obligations of Borrowers as amended by this Amendment. Guarantors further
agree that the term "Guaranteed Obligations" as used in the above-described
Guaranty Agreements shall mean, among other things, obligations of Borrowers
under the Agreement as amended by this Amendment.




BOSS CANADA INC.
            
            CANADAWIDE SAFETY INC.By:
            /s/ Steven G.
      Pont
            
            By:
            /s/ Steven G.
      PontIts:
            VP/Finance &
      Treasurer
            
            
            Its:
            VP/Finance &
      TreasurerDate:February 8, 2010
            
            Date:February 8,
  2010


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