FOURTH AMENDMENT AND WAIVER AGREEMENT

Exhibit 10.23

FOURTH AMENDMENT AND WAIVER AGREEMENT

THIS FOURTH AMENDMENT AND WAIVER AGREEMENT (this “ Agreement ”), is dated as of March 31, 2005, by and between Q.E.P. CO., INC. , a Delaware corporation with its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, Q.E.P. - O’TOOL, INC. , a Nevada corporation with its chief executive office and principal place of business at 1070 Mary Crest Road, Henderson, NV 89014, MARION TOOL CORPORATION , an Indiana corporation with its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, ROBERTS CONSOLIDATED INDUSTRIES, INC. , a Delaware corporation with its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, ROBERTS JAPAN KK , an entity organized in Japan with its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, ROBERTS HOLDING INTERNATIONAL, INC. , a Delaware corporation with its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, ROBERTS COMPANY CANADA LIMITED , an entity organized in Ontario, Canada with its chief executive office and principal place of business at 2070 Steeles Avenue, Bramalea, Ontario, Canada L6T1A7, ROBERTS HOLLAND B.V. , an entity organized in The Netherlands with its chief executive office and principal place of business at 3360 AB Sliedrecht, P.O. Box 64, Parallelweg, The Netherlands, ROBERTS U.K. LIMITED , an entity organized in England with its chief executive office and principal place of business at Unit 10, Branxholme Industrial Estate, Bailiff Bridge, Brighouse, West Yorkshire, England, HD6 4EA, ROBERTS GERMANY GmbH , an entity organized in Germany with its chief executive office and principal place of business at Dreieichstrasse 10, 64546 Morfelden-Waldorf, Germany, ROBERTS S.A.R.L. , an entity organized in France with its chief executive office and principal place of business at 25 rue de la Gare, 78370b Plaisir, France, Q.E.P. STONE HOLDINGS, INC. , a Florida corporation with a place of business at 1081 Holland Drive, Boca Raton, Florida 33487, Q.E.P. AUST. PTY. LIMITED , an entity organized in Australia with a place of business at 32-34 Hydrive Close, Victoria, Australia 3175, Q.E.P. CHILE LIMITADA , an entity organized in Chile with a place of business at Av. Recoleta 4464, Huechuraba, Santiago, Chile, Q.E.P. HOLDING B.V. , an entity organized in the Netherlands with its chief executive office and principal place of business at 3360 AB Sliedrecht, Parallelweg, The Netherlands, Q.E.P. CO. NEW ZEALAND LIMITED , an entity organized in New Zealand with a place of business at 67 Dalgety Drive, Manukau City, Auckland, New Zealand, Q.E.P. ZOCALIS HOLDING L.L.C. , a Delaware limited liability company with a place of business at 1081 Holland Drive, Boca Raton, Florida 33487, Q.E.P. ZOCALIS S.R.L. , an entity organized in Argentina with its chief executive office and principal place of business at 1607 Villa Adelina, Buenos Aries, Argentina, BOIARDI PRODUCTS CORPORATION , an Ohio corporation, with its chief executive office and principal place of business at 453 Main Street, Little Falls, New Jersey 07424, Q.E.P. CO. U.K. LIMITED , an entity organized in England with its chief executive office and principal place of business at Gverest Road, Lytham St Anncs, Lancashire FY8 3AZ, VITREX LIMITED , an entity organized in England with its chief executive office and principal place of business at Gverest Road, Lytham St Anncs, Lancashire FY8 3AZ, ROBERTS CAPITOL, INC. , a Florida corporation with a chief executive office and

principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, ROBERTS MEXICANA, S.A. DE C.V. , an entity organized in Mexico with its chief executive office and principal place of business at Poniente 152, numero 935, Colonia Industrial Vallejo, C.P. 02300, Mexico, D.F., and P.R.C.I. SA , an entity organized in France with its chief executive office and principal place of business at 111 Rue du Masdeporaly, Zone Industrielle 34000, Montpellier, France (all of the foregoing are hereinafter collectively referred to as, the “ Borrower ”), FLEET CAPITAL CORPORATION (“FCC”) and HSBC BANK USA, NATIONAL ASSOCIATION, successor-by-merger to HSBC BANK USA (“HSBC” and together with FCC, the “Lenders” and each individually a “ Lender ” ) , and FLEET CAPITAL CORPORATION , a Rhode Island corporation with an office at One Landmark Square, Stamford, Connecticut 06901, as agent for the Lenders, (hereinafter referred to as the “Agent” ).

PREAMBLE

WHEREAS , pursuant to that certain Second Amended and Restated Loan Agreement dated as of November 14, 2002 by and among the Borrower, the Lenders and the Agent (as amended and in effect from time to time, the “ Loan Agreement ”), the Lenders made, or agreed to make in the future, certain Loans to the Borrower;

WHEREAS , the Borrower has requested Lenders to amend the Loan Agreement in order to, among other things, increase the maximum principal amount of the Revolving Loan, make the 2005 Term Loan available to Borrower, extend the maturity date of the Revolving Loan, add Vitrex Limited (“Vitrex”), Roberts Capitol, Inc. Roberts Mexicana, S.A., de C.V., and P.R.C.I. SA as Borrowers and waive certain requirements contained therein; and

WHEREAS , Lenders are willing to amend the Loan Agreement and waive such requirements subject to and in reliance upon the representations, warranties, acknowledgments, covenants and agreements of Borrower contained herein.

AGREEMENT

NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein and acknowledging that Lenders are relying upon the representations, warranties, acknowledgments, covenants and agreements of Borrower contained herein, Borrower and Lenders agree as follows:

I. Acknowledgments and Affirmations .

A. Borrower and Lenders acknowledge and agree that capitalized terms used herein and without definition shall have the meanings assigned to them in the Loan Agreement.

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B. Borrower acknowledges and affirms that:

1. As of March 1, 2005, Borrower is legally and validly indebted to Lenders under the Loan Agreement in the principal amount (including the face amount of outstanding Letters of Credit) of $ 22,243,181.14 with respect to the Revolving Loan, $ 2,866,661.00 with respect to the Term Loans, $ 0.00 with respect to the BV Loans and CAD $ 2,322,024.02 with respect to the Mortgage Loan, plus interest, fees and charges accrued and accruing thereon and thereunder, and there is no defense, offset or counterclaim with respect to any such indebtedness or independent claim or action against Lenders.

2. All indebtedness of Borrower to Lenders whenever and however arising, is secured by a duly perfected, first priority security interest in the Collateral (or, in the case of QEP UK, Vitrex, Roberts Mexicana, S.A. de C.V., and P.R.C.I. SA a second priority security interest in the Collateral which is and shall be junior only to the liens described in subsection III (ii) below).

C. Borrower represents and warrants that:

1. The resolutions previously adopted by the Board of Directors of each Borrower with respect to the Loan Agreement and provided to Lenders have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to the extent that they have been modified or supplemented to authorize this Agreement and the documents and transactions describe herein.

2. Each Borrower has the corporate power and authority to enter into this Agreement and the transactions contemplated herein, and each Borrower has taken all necessary corporate action to authorize this Agreement and the transactions contemplated herein.

3. Except as amended by this Agreement, all representations, warranties and covenants contained in the Loan Agreement, and in the schedules and exhibits attached thereto, are true and correct on and as of the date hereof, are incorporated herein by reference and, with respect to each Borrower organized under the laws of any jurisdiction with the United States, Canada, the Netherlands, Australia or the United Kingdom, are hereby remade, and, with respect to each other Borrower, are hereby remade to the best of their knowledge.

4. No Borrower is currently in default under the Loan Agreement, and no condition exists or has occurred which would constitute a default thereunder but for the giving of notice or passage of time, or both.

D. The consummation of the transactions contemplated herein (a) is not prevented or limited by, nor does it conflict with or result in a breach of the terms, conditions or provisions of, any Borrower’s articles of incorporation or bylaws, or any evidence of indebtedness, agreement or instrument of whatever nature to which any Borrower is a party or by which any of them is bound, (b) does not constitute a default under any of the foregoing, and (c) does not violate any federal, state or local law, regulation or order of any court or agency which is binding upon any Borrower.

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II. Amendments to Loan Agreement . The following amendments to the Loan Agreement shall be made.

A. Section 1.1 is hereby amended by deleting the definitions of “Borrower”, “Foreign Advances”, “Foreign Companies”, “Maturity Date”, “Notes”, and “Term Loan Commitment”, “Borrowing Base”, “Domestic Advances” and “Domestic Companies”, and replacing them with the following:

“Borrower” means that term as defined in the preamble to the Fourth Amendment and Waiver Agreement to the Agreement dated as of March 31, 2005.”

“Borrowing Base” means, at the relevant time of reference, the amount which is equal to (i) 85% of Eligible Accounts Receivable, plus (ii) the lesser of (a) the sum of (1) 50% of Eligible Finished Goods Inventory, plus (2) 35% of Eligible Raw Materials Inventory, plus (3) 25% of Eligible Work-in-Progress Inventory or (b) for the period through and including February 28, 2006, $13,000,000 and, on and after March 1, 2006, $14,000,000, provided that Lender may, in its sole discretion, at any time and from time to time upon three (3) Business Days’ prior written notice (unless a Default or an Event of Default shall have occurred and be continuing, in which event no such notice shall be required), adjust the advance rates set forth within this definition of “Borrowing Base”.

“Domestic Advances” shall mean those advances made in favor of Q.E.P. Co., Inc., Q.E.P.-O’Tool, Inc., Marion Tool corporation, Westpoint Foundry, Inc., Roberts Consolidated Industries, Inc., Roberts Holding International, Inc., Roberts Company Canada Limited, Q.E.P. Stone Holdings, Inc., Boiardi Products Corporation and Roberts Capitol, Inc.

“Domestic Companies” shall mean Q.E.P. Co., Inc., Q.E.P.-O’Tool, Inc., Marion Tool Corporation, Westpoint Foundary, Inc., Roberts Consolidated Industries, Inc., Roberts Holding International, Inc., Roberts Company Canada Limited, Q.E.P. Stone Holdings, Inc., Boiardi Products Corporation, and Roberts Capitol, Inc.

“Foreign Advances” shall mean those advances made in favor of Roberts Japan KK, Roberts U.K. Limited, Roberts Germany GmbH, Roberts S.A.R.L., Q.E.P Holding B.V., Q.E.P. Aust. Pty. Limited, Q.E.P. Chile Limitada, Q.E.P. Co., New Zealand Limited, Q.E.P. Zocalis S.R.L, Q.E.P. Co. U.K. Limited, Vitrex Limited, Roberts Mexicana, S.A. de C.V., and P.R.C.I. SA.

“Foreign Companies” shall mean Roberts Japan KK, Roberts U.K. Limited, Roberts Germany GmbH, Roberts S.A.R.L., Q.E.P. Holding B.V., Q.E.P. Aust. Pty. Limited, Q.E.P. Chile Limitada, Q.E.P. Co., New Zealand Limited, Q.E.P. Zocalis S.R.L., Q.E.P. Co. U.K. Limited, Vitrex Limited, Roberts Mexicana, S.A. de C.V., and P.R.C.I. SA.

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“Maturity Date” means, (i) in the case of the Revolving Credit Loan, July 25, 2008, (ii) in the case of the 2005 Term Loan, April 1, 2008, (iii) in the case of the BV Loan, July 25, 2008, and (iv) in the case of the Mortgage Loan, September 1, 2008, in each case or earlier as set forth in this Agreement.

“Notes” means collectively the Domestic Advance Notes, the Foreign Notes, the BV Notes, the 2005 Term Notes, and the Mortgage Notes.

“Term Loan Commitment” means for each Lender, the amount set forth opposite such Lender’s name in Schedule 2 directly below the column entitled “2005 Term Loan Commitment”, and in the aggregate, as set forth in Section 2 below such columns in the row entitled “Total” as the same may be adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 11.4 .

B. Section 1.1 is hereby further amended by deleting subsection (k) of the definition of “Eligible Accounts Receivable” and replacing it with the following: (k) It is not owing from an Account Debtor located in any jurisdiction in which the Borrower has not complied with any laws which might restrict the ability of the Borrower to collect such Receivables; and

C. The definitions of “2002 Term Loan”, “2002 Term Note”, “2003 Term Loan”, and “2003 Term Note” are hereby deleted.

D. The following new definitions are hereby added in the appropriate alphabetical location:

“2005 Term Loan” means that term as defined in Section 2.2(a).

“2005 Term Note” means that term as defined in Section 2.2(b).

“Fourth Amendment Effective Date” means March 31, 2005.

E. Section 2.1 (c) of the Loan Agreement is hereby deleted and replaced with the following:

(a) All Revolving Advances made to Domestic Companies shall be evidenced by, and repaid with interest in accordance with one or more promissory notes of Borrower, each substantially in the form of Exhibit A hereto (each such promissory note is referred to herein as a “Domestic Advance Note”, and Domestic Advance Notes and Foreign Notes are collectively referred to as “Revolving Credit Notes”). The Revolving Credit Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Fourth Amendment Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.3 in respect

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of the Prime Rate Advances and LIBOR Rate Advances, as the case may be, evidenced thereby, and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. Borrower hereby authorizes each Lender to record on its Revolving Credit Note or in its internal computerized records the amount of each Revolving Advance and of each payment of principal received by such Lender on account of the Revolving Loan, which recordation shall, in the absence of manifest error, be conclusive as to the outstanding principal balance of the Revolving Loan and shall be considered correct and binding on Borrower provided, however, that the failure to make such recordation with respect to any Revolving Advance or payment shall not limit or otherwise affect the obligations of Borrower under this Agreement or the Revolving Credit Note. With respect to the Revolving Loan, Borrower shall pay to the Agent, for the ratable benefit of the Lenders, a fee on the first day of each month and on the Maturity Date, in an amount equal to one-quarter of one percent (.25%) per annum of the difference between the Revolving Loan Commitment and the average daily outstanding principal balance of the Revolving Loan for the prior one month period.

F. Section 2.2 of the Loan Agreement is hereby deleted and replaced with the following:

Section 2.2 2005 Term Loan .

(a) Subject to the terms and conditions set forth in this Agreement, the Lenders shall, on the Third Amendment Effective Date, make a term loan to Borrower (the “2005 Term Loan”) in an original principal amount of Six Million ($6,000,000) U.S. Dollars.

(b) The 2005 Term Loan shall be evidenced by, and repaid in accordance with one or more promissory notes of Borrower, each substantially in the form attached hereto as Exhibit B (each such note a “2005 Term Note”). The 2005 Term Note issued to each Lender that has a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Fourth Amendment Effective Date, (iii) be in a stated principal amount equal to the 2005 Term Loan made by such Lender and be payable in the outstanding principal amount of 2005 Term Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.3 in respect of the Prime Rate Advances and LIBOR Rate Advances, as the case may be, evidenced thereby, and (vi) be entitled to the benefits of this Agreement and the other Loan Documents.

(c) Borrower shall make mandatory scheduled principal payments under the Term Notes monthly in the aggregate amount of (i) $166,666.67 per calendar month, commencing May 1, 2005 and continuing on the first day of each succeeding month thereafter through and including April 1, 2008 until the outstanding principal amount of the 2005 Term Loan, together with all interest accrued thereon, has been fully paid, except that if not sooner paid, the principal amount, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date.

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(d) Borrower may prepay any portion of the outstanding principal of the Term Loan, in whole or in part, together with accrued interest to the date of such prepayment on the amount prepaid and all amounts required pursuant to Section 2.19 hereof, (i) with respect to any principal portion that bears interest with reference to the Prime Rate, on any Business Day, without Make-Whole Premium, and (ii) with respect to any principal portion that bears interest with reference to LIBOR either (1) on the last Business Day of the Interest Period applicable to the portion of the Term Loan being prepaid, without Make-Whole Premium or (2) on any other Business Day, together with the Make-Whole Premium.

G. Section 2.2A is hereby deleted in its entirety.

H. Section 2.3(a) of the Loan Agreement is hereby deleted and replaced with the following:

Section 2.3(a) Interest Provisions .

(a) Commencing with the first such date following the date of this Agreement, Borrower promises to pay interest to the Agent, on the outstanding and unpaid principal balances of each of the Revolving Loan and the 2005 Term Loan, at a rate per annum equal to, at the option of Borrower, (i) the Prime Rate or (ii) the LIBOR Rate plus the LIBOR Spread (the “LIBOR Spread”) as set forth in the following table:

Changes in the LIBOR