Exhibit
4.5


 


GUARANTEE
OF PAYMENT OF PURCHASE MONEY PROMISSORY NOTE


 


In consideration of the loan evidenced by the promissory note of
Quality Products, Inc., a Delaware corporation (the “Borrower”), dated November
17, 2003 payable to the order of the Lenders listed in Exhibit A to this
Guarantee, in the principal amount of $200,000 and no/100 United States
dollars, bearing interest at the rate of 8 1⁄2 % per annum simple interest and payable in 60 monthly installments
with a final balloon payment due on December 31, 2008 and secured by a Machine
described in the Purchase Money Security Agreement (the “Note”, which term will
include any and all amendments to the Note and substitutions for the Note made
after the date of this Agreement and regardless of whether they are made with
or without the approval of the undersigned), and in order to induce the Lenders
to make the loan evidenced by the Note, the undersigned hereby jointly and severally, unconditionally and
irrevocably guarantee payment when due of any and all amounts owing under the
Note.  Jason Drexler shall be the
“Holder” of the note on behalf of the Lenders. 
Lenders have agreed to act through Jason Drexler as their agent.  Guarantors shall consider Jason Drexler as
the duly appointed agent for the Lenders with the sole right to act as the
Holder of the Note unless and until he is replaced by a writing signed by all
Lenders and delivered to Guarantors.


 


Waiver of Defenses of Guarantor - The
obligations of the undersigned shall not be impaired, diminished or discharged,
in whole or in part, by any extension of time granted by the Holder of the
Note, by any course of dealing between the Holder of the Note, any Lender, and
Borrower, by the unenforceability of the Note, in whole or in part, for any
reason whatsoever, by the release of any guarantor or other obligor or any
collateral, or by any other act, omission, event or circumstance which might
operate to discharge a guarantor in whole or in part or which might operate as
a defense, in whole or in part, to any obligation of a guarantor or which might
invalidate, in whole or in part, a guarantee.


 


Bankruptcy Provision; Expenses - The
undersigned jointly and severally
agree to pay on demand by the Holder (a) any amount which any Lender on the
Note is required to pay under any bankruptcy, insolvency or other similar law
on account of any amount received by any Lender under or with respect to the
Note or this guarantee, (b) all reasonable expenses (including, without
limitation, legal fees and disbursements) incurred by Lenders in connection
with the negotiating and preparing of this guarantee, and (c) all reasonable
expenses of collecting and enforcing this guarantee including, without
limitation, expenses and fees of legal counsel, court costs and the cost of appellate
proceedings.  If any amount owing under
this paragraph is not paid within three days of the date of the demand, then
the undersigned jointly and severally
agree to pay interest thereon at the rate of 12% per annum compounded daily from the later of the date of the
demand or the date on which any Lender under the Note pays or expends the
amount demanded until the date the undersigned pays such amount to the Lender.


 


Where to Make Payment - All
payments under this guarantee shall be made in lawful currency of the United
States of America in immediately available funds at the addresses listed in
Exhibit A for each Lender, or in such other manner or at such other place as
the Holder of the Note designates in writing.


 


Governing Law - This
guarantee and the obligations of the undersigned shall be governed by and
construed in accordance with the law of the State of Ohio, U.S.A.


 


Waiver of Presentment, Etc. - The
undersigned waives presentment for payment, demand, protest, and notice of
protest and of non-payment.


 


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Remedies: Order of Pursuit - This
is a guarantee of payment and not of collection.  The Holder of the Note shall not be required to resort to or
pursue any of its rights or remedies under or with respect to any other
agreement or any other collateral before pursuing any of its rights or remedies
under this guarantee.  The Holder of the
Note may pursue its rights and remedies in such order as it determines, and the
exercise by the Holder of the Note of any right or remedy will not preclude its
exercise of any other right or remedy.  The Holder of the Note may pursue any of its rights
or remedies under this guarantee against any of the undersigned without
pursuing any of its rights or remedies against any of the other undersigned.


 


Delay and Waiver - The
failure or delay by the Holder of the Note in exercising any of its rights
hereunder in any instance shall not constitute a waiver thereof in that or any
other instance.  The Holder of the Note
may not waive any of its rights except by an instrument in writing signed by
it.


 


Amendment - This
guarantee may not be amended without the written approval of the Holder of the
Note.


 


This guarantee will inure to the benefit of any Lender on the Note and
any Holder of the Note.


 


 


	
  Date: November 17, 2003

  	
   

  	
  QPI MULTIPRESS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/Tac D. Kensler

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
  Name and Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: November 17, 2003

  	
   

  	
  COLUMBUS JACK
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/Tac D. Kensler

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
  Name and Title

  	
   

  
									



 


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Exhibit A - Identification of Lenders


 


	Name
	 
	Address
	 
	Note Amount

	Richard A. Drexler, TTEE, Richard A. Drexler Trust, U/A DTD 9/14/90
	 
	N/A
	 
	$
	125,000

	Dale S. Drexler, TTEE, Dale S. Drexler Living Trust, U/A/D March 15, 1999.
	 
	N/A
	 
	$
	25,000

	Dan L. Drexler
	 
	N/A
	 
	$
	25,000

	Jason I. Drexler
	 
	N/A
	 
	$
	25,000

	 
	 
	Total
	 
	$
	200,000




 


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