0001021408-03-008272 Sample Contracts

GUARANTY AGREEMENT
Guaranty Agreement • May 28th, 2003 • Qep Co Inc • Cutlery, handtools & general hardware • Connecticut

This Guaranty Agreement, dated as of May 8, 2003, is executed by LEWIS GOULD, an individual resident of Florida (the “Guarantor”) to FLEET CAPITAL CORPORATION (the “Agent”), a Rhode Island corporation having an office at One Landmark Square, Stamford, Connecticut 06901, as agent for itself and HSBC Bank USA (the “Lenders”).

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AGREEMENT
Agreement • May 28th, 2003 • Qep Co Inc • Cutlery, handtools & general hardware • Florida

THIS AGREEMENT (“Agreement”) dated as of the 22nd day of May, 2003, is between Q.E.P. Co., Inc., a Delaware corporation (the “Company”) and Lewis Gould, the Company’s Chairman of the Board and Chief Executive Officer (“Mr. Gould”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Guaranty or the Loan Agreement (as hereinafter defined).

FIRST AMENDMENT AGREEMENT
First Amendment Agreement • May 28th, 2003 • Qep Co Inc • Cutlery, handtools & general hardware • Connecticut

THIS FIRST AMENDMENT AGREEMENT (this “Agreement”), is dated as of May 12, 2003, by and between Q.E.P. CO., INC., a Delaware corporation with its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, Q.E.P. – O’TOOL, INC., a Nevada corporation with its chief executive office and principal place of business at 1070 Mary Crest Road, Henderson, NV 89014, MARION TOOL CORPORATION, an Indiana corporation with its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, ROBERTS CONSOLIDATED INDUSTRIES, INC., a Delaware corporation with its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, ROBERTS JAPAN KK, an entity organized in Japan with its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, ROBERTS HOLDING INTERNATIONAL, INC., a Delaware corporation with its chief executive office and p

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