AGREEMENT For valuable consideration given by Richard W. Cohen ("Cohen") to Murray Koppelman ("Koppelman") in connection with his acquisition for $325,000, of a 6% Convertible Note Due August 31, 2001, dated August 31, 1996 made by Quality Products,...

                                              

                                       
                                                      

                                                         
                                AGREEMENT


           For valuable consideration given by Xxxxxxx X. Xxxxx ("Xxxxx")

to  Xxxxxx  Xxxxxxxxx  ("Xxxxxxxxx")  in  connection  with his  acquisition  for

$325,000,  of a 6% Convertible  Note Due August 31, 2001,  dated August 31, 1996

made by Quality  Products,  Inc. to PI, Inc. in the principal amount of $500,000

(the  "Note"),  and in further  consideration  of the  promises set forth below,

Xxxxxxxxx and Xxxxx agree as follows:

                1. Xxxxx has a 50%  interest  in the Note and in all  proceeds

therefrom,  including payments of principal and interest, shares of stock issued

upon  conversion of the Note ("Note Shares") and net proceeds of any sale of all

or any part of the Note or Note Shares.

                  2. Xxxxx shall pay Xxxxxxxxx within 30 days of written demand

by Eastlake, the sum of $162,500.


Dated:   August 7, 0000
         Xxx Xxxx, Xxx Xxxx



                                                        /s/Xxxxxx Xxxxxxxxx
                                                        -------------------
                                                        Xxxxxx Xxxxxxxxx




                                                        /s/Xxxxxxx X. Xxxxx
                                                        -------------------
                                                       Xxxxxxx X. Xxxxx