On June 30, 2008, X-Rite, Incorporated (“X-Rite” or the “Company”) entered into an amendment to its promissory note (the “Promissory Note”) dated June 30, 2006 issued to Fifth Third Bank to extend the maturity of the Promissory Note until  July 30, 2008.  The outstanding principal balance on the Promissory Note as of June 30, 2008 was $8,680,000.  The Promissory Note was originally issued to Fifth Third Bank on June 30, 2006 pursuant to the Mortgage and Security Agreement, dated as of June 30, 2006, between X-Rite and Fifth Third Bank.  The Promissory Note is secured by a mortgage on the Company’s former headquarters and manufacturing facility located in Grandville, Michigan.  On July 2, 2008, the Company entered into an Agreement of Purchase and Sale with Metro Acquisitions, LLC (the “Buyer”) to sell the facility for $10.0 million.  The Buyer retains the right to terminate the agreement for a sixty day period while it performs its due diligence investigation of the property.  The Buyer made a $125,000 earnest money deposit at signing, $50,000 of which is non-refundable with the remaining $75,000 becoming non-refundable at the expiration of the due diligence period.  The closing is scheduled to occur on the ninety-first day following the execution and delivery of the contract, provided that the Buyer has the option to extend the closing for up to nine consecutive thirty day periods.  Each of the first six extensions will require the Buyer to make a $30,000 non-refundable payment and each of the last three extensions will require the Buyer to make a $50,000 non-refundable payment.  On September 1, 2008, the Buyer is required to make a non-refundable $50,000 additional earnest money deposit, together with a $300,000 deposit to be applied toward the cost of demolishing the building, $150,000 of which would be credited to the purchase price if the transaction closes.

Item 9.01     Financial Statements and Exhibits.

                              Exhibits

                                  99.1 -   Press Release dated July 3, 2008.

SIGNATURE

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 thereunto duly authorized officer.