Exhibit 10.111

SIXTEENTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AND LIMITED WAIVER

This SIXTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER (this “ Amendment ”) is dated as of July 15, 2008 (the “ Amendment Date ”) and entered into by and among BANK OF AMERICA, N.A., as lender (the “ Lender ”), with offices at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, and MEADE INSTRUMENTS CORP., a Delaware corporation, SIMMONS OUTDOOR CORPORATION, a Delaware corporation, and CORONADO INSTRUMENTS, INC., a California corporation (such entities being referred to hereinafter each individually as a “ Borrower ” and collectively, the “ Borrowers ”).

WHEREAS, the Lender and the Borrowers have entered into that certain Amended and Restated Credit Agreement dated as of October 25, 2002 (as amended, restated or modified from time to time, the “ Agreement ”);

WHEREAS, the Borrowers have failed to deliver to the Lender an unqualified report by independent certified public accountants for the Fiscal Year ended February 29, 2008 in accordance with Section 5.2(a)  of the Agreement (the “ Existing Default ”); and

WHEREAS, the Borrowers have requested that the Lender (a) waive the Existing Default and (b) amend the Agreement in certain other respects, and the Lender has agreed to the foregoing waiver and amendments pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in the Agreement and this Amendment, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.          Definitions .  Initially capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Agreement, as amended hereby.

ARTICLE II

AMENDMENTS

Section 2.01.          Amendment to the Definition of “Availability Reserve” .  The definition of “Availability Reserve” as set forth in Annex A to the Agreement is hereby amended and restated in its entirety to read as follows:

“‘ Availability Reserve ’ means a reserve in the amount at all times equal to $500,000.”

Section 2.02.          Amendment to the Definition of “Borrowing Base” .  The definition of “Borrowing Base” as set forth in Annex A to the Agreement is hereby amended and restated in its entirety to read as follows:

“‘ Borrowing Base ’ means, at any time, an amount equal to the sum of (a) the Accounts Advance Amount, plus (b) the Inventory Advance Amount, minus (c) Reserves from time to time established by the Lender in its reasonable credit judgment, where:

‘Accounts Advance Amount’ means, at any time, an amount equal to eighty percent (80%) of the Net Amount of Eligible Accounts; provided , however , that the aggregate Revolving Loans advanced against Approved Foreign Accounts shall not exceed $2,000,000; and

‘Inventory Advance Amount’ means, at any time, an amount equal to the lesser of (i) $7,000,000 reducing to $3,000,000 on December 31, 2008, or (ii) the lesser of (x) sixty percent (60%) of the Net Value of Eligible Inventory owned by the Borrowers reducing to fifty percent (50%) of the Net Value of Eligible Inventory owned by the Borrowers on December 31,2008, or (y) eighty-five percent (85%) of the Net Orderly Liquidation Value of Eligible Inventory owned by the Borrowers reducing to seventy-five percent (75%) of the Net Orderly Liquidation Value of Eligible Inventory owned by the Borrowers on December 31, 2008.”

Section 2.03.          Amendment to the Definition of “Maximum Revolver Amount” .  The definition of “Maximum Revolver Amount” as set forth in Annex A to the Agreement is hereby amended and restated in its entirety to read as follows:

“‘ Maximum Revolver Amount ’ means $15,000,000, reducing to $12,000,000 on November 30, 2008, and reducing further to $10,000,000 on December 31, 2008.”

Section 2.04.          Amendment to the Definition of “Reserves” .  The definition of “Reserves” as set forth in Annex A to the Agreement is hereby amended and restated in its entirety to read as follows:

“‘ Reserves ’ means reserves that limit the availability of credit hereunder, consisting of reserves against Availability, Eligible Accounts or Eligible Inventory, established by Lender from time to time in Lender’s reasonable credit judgment.  Without limiting the generality of the foregoing, the following reserves shall be deemed to be a reasonable exercise of Lender’s credit judgment: (a) Bank Product Reserves; (b) a reserve for accrued, unpaid interest on the Obligations; (c) reserves for rent at leased locations subject to statutory or contractual landlord liens; (d) the Slow Moving Reserve; (e) the Dilution Adjustment Reserve; (f) warehousemen’s or bailees’ charges; (g) the Working Capital Reserve; (h) the Availability Reserve; (i) the Brand Sales Reserve; and (j) the Simmons Transaction Reserve.”

Section 2.05.          Amendment to Section 1.1 .  Section 1.1 of the Agreement is hereby amended and restated to read in its entirety as follows:

“1.1         Total Facility .  Subject to all of the terms and conditions of this Agreement, the Lender agrees to make available a total credit facility of up to $15,000,000, reducing to $12,000,000 on November 30, 2008, and reducing further to $10,000,000 on December 31, 2008 (the ‘ Total Facility ’) to the Borrowers from time to time during the term of this Agreement.  The Total Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit described herein.”

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Section 2.06.          Amendment to Section 7.22 .  Section 7.22 of the Agreement is hereby amended and restated to read in its entirety as follows:

“7.22       Minimum EBITDA .  Tested on a cumulative monthly basis beginning March 2008 through February 2009 and thereafter tested quarterly on a trailing four quarter basis beginning May 2009, Meade and its consolidated Subsidiaries will maintain EBITDA for each period set forth below of not less than the corresponding amount set forth below:

Section 2.07.          Amendment to Section 7.25 .  Section 7.25 of the Agreement is hereby amended and restated to read in its entirety as follows:

“7.25       Capital Expenditures .  Neither any Borrower nor any of its Subsidiaries shall make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by the Borrowers and their Subsidiaries on a consolidated basis would exceed $500,000 in the aggregate during any Fiscal Year.”

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