Exhibit 4.9


 


U.S. BANK NATIONAL ASSOCIATION


 


REVOLVING NOTE


 


 


	
  $1,700,000.00

  	
  Columbus, Ohio

  	
  October 10, 2002

  



 


FOR VALUE
RECEIVED, Quality Products, Inc. (“Borrower”), a Delaware corporation, with its
principal place of business located at 2222 South Third Street, Columbus, Ohio
43207, promises to pay to the order of U.S. Bank National Association (“Bank,”
which term shall include any holder hereof) at 175 South Third Street,
Columbus, Ohio 43215 or at such other place as the Bank may designate in
writing, the sum of $1,700,000.00 (“Principal Sum”), together with interest as
hereinafter provided and payable at the times and in the manner hereinafter
provided.


 


This Revolving Note (the “Note”) is executed
and the advances contemplated hereunder are to be made pursuant to a certain
Revolving Loan Agreement and Security Agreement (“Loan Agreement”) executed by
and between the Borrower, QPI Multipress, Inc., Columbus Jack Corporation and
the Bank, of even date herewith, and all the covenants, representations, agreements,
terms and conditions contained therein, including, but not limited to, Events
of Default, are incorporated herein as if fully rewritten.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the Loan Agreement.


 


INTEREST


 


The Principal Sum shall bear interest at an
annual rate equal to one-half of one percent (1/2%) plus the Bank’s Prime Rate
(as hereinafter defined) from time to time in effect, with each change in the
Prime Rate automatically and immediately changing the interest rate on the
Principal Sum without notice to the Borrower.


 


As used herein, “Prime Rate” means, a
variable commercial lending rate of interest per annum as determined from time
to time by the Bank, and designated as the Bank’s “Prime Rate,” based upon its
consideration of economic, money market, business and competitive factors.  The Borrower waives any right to claim that
the Prime Rate is an interest rate other than that rate designated by the Bank
as its APrime Rate” on the grounds that : (i) such rate may or may not be
published or otherwise made known to the Borrower; or (ii) the Bank may make
loans to certain borrowers at interest rates which are lower than the Bank’s
“Prime Rate.”


 


Upon the occurrence of any Event of Default,
the applicable interest rate shall be increased by 3.00%.


 

















 


MANNER OF PAYMENT


 


The interest accruing on the unpaid Principal
Sum shall be paid on the first day of each month
beginning           ,
2002, and continuing until February 5, 2004 (the “Maturity Date”), at which
time the unpaid Principal Sum and any accrued and unpaid interest shall be paid
in full.  Any payment required to be
made on a day which is not a Business Day shall be made on the next Business
Day.  As used herein, ABusiness Day” means
a day, other than a Saturday, Sunday or holiday, on which banks in the State of
Ohio are authorized by law to close.


 


In addition to the terms of the foregoing
paragraph, the unpaid balance of the Principal Sum and all accrued and unpaid
interest shall be due and payable on date of the Bank’s acceleration of the
Principal Sum and the interest.


 


All payments received by the Bank shall be
applied first to the payment of interest, fees and expenses which are due and
payable and then to the Principal Sum.


 


LATE CHARGE


 


If any payment of the Principal Sum or of
interest or any combination thereof is not paid in full within 10 days after
such payment is due, then in addition to the amount of said payment, there
shall be due, and the Borrower promises to pay, a late charge in respect of
each such payment in the amount of 5.00% of such payment, but in no event an
amount less than $50.00, which the Borrower agrees is a fair and reasonable
charge for costs incurred by the Bank in processing such late payment and shall
not be deemed a penalty.


 


DEFAULT


 


Upon the occurrence of any of the following
events:


 


(1)                                  the
failure of the Borrower to make any payment of interest or of the Principal Sum
on or before the date such payment is due; or


 


(2)                                  an
“Event of Default” under the Loan Agreement,


 


then the Bank may, at its option, without notice or demand, accelerate
the maturity of the obligations evidenced hereby, which obligations shall
become immediately due and payable.  In
the event the Bank shall institute any action for the enforcement or collection
of the obligations evidenced hereby, the Borrower agrees to pay all costs and
expenses of such action, including reasonable attorneys’ fees, to the extent
permitted by law.


 


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GENERAL PROVISIONS


 


The Borrower, and any indorser, surety or
guarantor, hereby jointly and severally waive presentment, notice of dishonor,
protest, notice of protest and diligence in bringing suit against any party
hereto, waive the defenses of impairment of collateral for the obligation
evidenced hereby, impairment of recourse against any person against whom the
Bank has any right of recourse, all defenses of any accommodation maker and all
discharges based upon suretyship, and agree that without discharging any of
them, the time of payment and any other provision of this Note may be extended
or modified an unlimited number of times before or after maturity without
notice to the Borrower.  The Borrower,
and any indorser, surety or guarantor, hereby jointly and severally agree that
they will pay the obligations evidence hereby, irrespective of any action or
lack of action on the part of the Bank in connection with the acquisition,
perfection, possession, enforcement, disposition or modification of all of the
obligations evidenced hereby or any and all security therefor, and no omission
or delay on the part of the Bank in exercising any right against, or taking any
action to collect from or pursue the remedies of the Bank against any parties
hereto will release, discharge or modify the duties of the Borrower to make
payments hereunder.  The Borrower, and
any indorser, surety or guarantor, hereby jointly and severally agree that the
Bank, without notice to or further consent from the Borrower, may release or
modify any collateral, security, document or other guaranties now held or
hereafter acquired, or substitute other collateral, security or other
guaranties, and no such action will release, discharge or modify the duties of
the Borrower hereunder.  The Borrower,
and any indorser, surety or guarantor, hereby jointly and severally agree that
the Bank will not be required to pursue or exhaust any of its rights or
remedies against the Borrower with respect to the payment of any of the
obligations evidenced hereby, or to pursue, exhaust or preserve any of the
rights or remedies of the Bank with respect to any collateral, security or
other guaranties given to secure said obligations.


 


The obligations evidenced hereby may from
time to time be evidenced by another 
note or notes given in substitution, renewal or extension hereof.  Any security interest or mortgage which
secures the obligations evidenced hereby shall remain in full force and effect
notwithstanding any such substitution, renewal, or extension.


 


The captions used herein are for reference
only and shall not be deemed a part of this Note.  If any of the terms or provisions of this Note shall be deemed
unenforceable, the enforceability of the remaining terms and provisions shall
not be affected.  This Note shall be
governed by and construed in accordance with the law of the State of Ohio.


 


WAIVER OF RIGHT TO TRIAL BY JURY


 


THE BORROWER
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION (1) ARISING UNDER THIS NOTE OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (2) IN
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE BORROWER
OR THE BANK WITH RESPECT TO THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR


 


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AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE, AND THE BORROWER HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT THE BORROWER OR THE BANK MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE BORROWER TO THE WAIVER OF THE RIGHTS OF THE BORROWER TO TRIAL BY
JURY.


 


WARRANT OF ATTORNEY


 


The Borrower authorizes any attorney at law
to appear in any court of record in Franklin County, Ohio or in the county
where Borrower has its principal place of business or can be found doing
business, after the above indebtedness becomes due, whether by acceleration or
otherwise, to waive the issuing and service of process, and to confess judgment
against the Borrower in favor of the Bank for the amount then appearing due,
including interest, late charges, collections costs, attorneys’ fees and the
like, together with costs of suit, and thereupon to waive and release all error
in said proceedings and judgments, and all petitions in error and rights of
appeal from said judgements, and all stays of execution.


 


WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND
COURT TRIAL.  IF YOU DO NOT PAY ON TIME
A COURT JUDGEMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE
POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU
MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS FAULTY GOODS, FAILURE
ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Quality Products, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce C. Weaver

  	
   

  
	
   

  	
   

  	
  Bruce C. Weaver

  
	
   

  	
   

  	
  President

  



 


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