AGREEMENT
For valuable consideration given by Xxxxxxx X. Xxxxx ("Xxxxx")
to Eastlake Securities, Inc. ("Eastlake") in connection with Eastlake's
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, Eastlake 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 Eastlake within 30 days of written demand by Eastlake,
the sum of $162,500.
Dated: August 7, 1997
New York, New York
EASTLAKE SECURITIES, INC.
By: /s/Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, President
/s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
