8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2008

CTI INDUSTRIES CORPORATION

(Exact name of registrant as specified in its charter)

Illinois	0-23115	36-2848943
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

22160 North Pepper Road, Barrington, IL	60010
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (847) 382-1000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item No. 1.01 - Entry in to a Material Definitive Agreement

On May 6, 2008, Registrant entered into an Amendment to License Agreement (“Amended License Agreement”) with Rapak, L.L.C. (“Rapak”), a copy of which is filed as Exhibit 10.1 to this report. The Amended License Agreement amends a License Agreement among Registrant and Rapak dated April 28, 2006 (“License Agreement”).

Under the License Agreement, Registrant granted to Rapak a worldwide, royalty-free license under U.S. Patent No. 6,984,278 relating to a method for texturing film and the production of a pouch utilizing such film and incorporating an evacuation tube. The license was granted for the full term of the Patent and was made exclusive to Rapak for a period at least through October 31, 2008. The agreement also amended a 2002 Supply Agreement between Registrant and Rapak (“Supply Agreement”) extending the term of the Supply Agreement until at least October 31, 2008 and providing for Rapak to purchase from Registrant at least 65% of Rapak’s requirements for the patented film through that date.

Under the Amended License Agreement, the License Agreement was amended to: (i) extend the period of exclusivity of the patent license to October 31, 2011, (ii) extend the term of the Supply Agreement to October 31, 2011, (iii) provide, under the Supply Agreement, for Rapak to commit to purchase not less than 75% of its requirements for textured film from Registrant during the term of the Supply Agreement, (iv) adjust pricing under the Supply Agreement, and (v) change the definition of the field of use for the patent license.

Rapak has been one of the top three customers of Registrant for more than five years and is expected to continue as a significant customer of Registrant.

Item No. 9.01 - Exhibit

The following exhibit is attached hereto:

Exhibit No. Exhibit

10.1 Amended License Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CTI Industries Corporation (Registrant)
Date: May 8, 2008	By:	/s/ Stephen M. Merrick
		Stephen M. Merrick
		Executive Vice President

EX-10.1

EXHIBIT 10.1

AMENDMENT TO LICENSE AGREEMENT

This Amendment Agreement is entered into this 6^th day of May 2008 by and between CTI Industries Corporation ("CTI"), a corporation organised and existing under the laws of the State of Illinois and Rapak LLC ("Rapak"), an Illinois limited liability company.

RECITALS

WHEREAS CTI and Rapak entered into a license agreement dated April 28, 2006 ("License Agreement") and

WHEREAS CTI and Rapak now wish to amend the License Agreement upon the terms and conditions set out below:

IT IS HEREBY AGREED AS FOLLOWS:

1. Definitions in the License Agreement shall equally apply to this Amendment Agreement.

2. The following amendments are made to the License Agreement and are effective from the date of this Amendment Agreement:

2.1 Clause 1.5: the definition of "Field of Use" shall be amended by adding the following at the end of the definition "but excluding pouches or bags for consumer or home storage use which includes, without limitation, products manufactured and sold by CTI under the brand "Zip Vac ™";

2.2 Clause 2.2: the references to "October 31, 2008" and "November 1, 2008" shall be amended to "October 31, 2011" and "November 1, 2011" respectively;

2.3 Clause 3.1 shall be amended to read as follows: "The parties agree that Section 2.1 of the 2002 Supply Agreement is amended to provide for Rapak to commit to purchase from CTI not less than 75% of Rapak's production requirements for Film for the remainder of the current renewal term and additional renewal terms of the 2002 Supply Agreement to October 31, 2011. Rapak's obligation to buy not less than 75% of its Film requirements will be determined on a calendar quarterly basis. The 2002 Supply Agreement shall be renewed for the period from November 1, 2008 to October 31, 2011. From and after November 1, 2011, for so long as the 2002 Supply Agreement shall continue in effect, Rapak shall purchase from CTI, subject to the provisions of Section 3.3 hereof, 75% of its requirements for Film, determined on a calendar quarterly basis.";

2.4 Clause 3.3.1: the reference to "October 31, 2008" shall be amended to read "October 31, 2011";

2.5 Clause 6: the following provisions are inserted as new Clause 6 of the License Agreement and the pre-existing Clause 6 and subsequent clauses are renumbered as Clause 7 et seq respectively:

"In exchange for Rapak maintaining a minimum level of 60,000 lbs per week (as averaged over a calendar quarter) of all laminate structure purchases from CTI, CTI will reduce the price of Film by $0.01/msi effective from the date of execution of this Agreement and will further reduce the price of Film by $0.005/msi effective from the date 18 months after the execution of this Amendment Agreement.

"If additional cost reductions in Film can be achieved through mutual development and approval of changes to the process, structure or materials over and above the reductions noted above, CTI will share these reductions on a 50/50 basis with Rapak for the remainder of the duration of the License Agreement."

3.The other provisions of the License Agreement shall remain unaffected.

IN WITNESS WHEREOF the parties have executed this Amendment Agreement as of the day and year first above written.

CTI Industries Corporation
By	/s/ Howard W. Schwan
	Authorised Officer
Rapak LLC
By	/s/ Mark A. Smith
	Authorised Officer