Exhibit
4.3


 


SECURED
PROMISSORY NOTE


 


	
   

  	
   

  	
   

  	
  Columbus, Ohio, U.S.A

  
	
  U.S.$200,000

  	
   

  	
   

  	
  Date: November 17, 2003

  



 


FOR VALUE RECEIVED, the undersigned, Quality Products, Inc., a Delaware corporation, with
offices at 2222 S. Third St., Columbus, Ohio 43207-2402, (“Borrower”) promises to pay to the order of Richard
A. Drexler, TTEE, Richard A. Drexler Trust, U/A DTD 9/14/90, Dan Drexler, Dale
S. Drexler, TTEE, Dale S. Drexler Living Trust, U/A/D March 15, 1999, and Jason
I. Drexler (the “Lenders”) their portion (as listed in Exhibit A to this note)
of the principal sum of two hundred
thousand and no/100 dollars (U.S.$200,000) and interest on the outstanding
principal from the date hereof at the rate of 8 1⁄2 % per annum simple interest based on 30-day months.


 


Definition
of Holder - Jason Drexler shall be the “Holder” of this note
on behalf of the Lenders.  Lenders agree
to act through Jason Drexler as their agent. 
Borrower 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
Borrower.


 


Payment
Schedule - The principal amount of this note shall be
payable in sixty (60) monthly installments of U.S.$2,000 on the last day of each month commencing December
31, 2003 and a final balloon payment of $80,000 plus accrued interest on
December 31, 2008.  Accrued interest
under this note shall be payable monthly on the last day of each month
beginning December 31, 2003.  Borrower
shall divide the monthly payments into separate checks for each Lender.  Each check shall contain the interest due on
each Lender’s share of this Note plus such Lender’s proportionate share of the
principal payment then due.  All
payments made shall be applied first to accrued interest and only thereafter to
reduction of the principal balance.


 


Default - If any of the following events shall occur, the
Holder of this note may demand payment and the remaining principal balance
together with all accrued interest shall become immediately due and payable:
(a) any amount owing under (i) this Note, (ii) Quality Products’ April 16, 2003
$770,000 note, (iii) Quality Products’ May 24, 2002 Promissory Note to Schuler
Incorporated, or (iv) Quality Products’ September 23, 2003 $250,000 Promissory
Note is not paid within ten (10) calendar days of the date due; (b) a default
under any other provision of this note or under any guarantee of this note; (c)
a breach of any representation or warranty under this note or under any such
guarantee; (d) the liquidation or dissolution of the undersigned corporation or
a guarantor; (e) the sale of a material portion of the business and assets of
the undersigned or any Guarantor; (f) the filing of a petition under any
bankruptcy, insolvency or similar law by the undersigned or by any Guarantor;
(g) the making of any assignment for the benefit of creditors by the
undersigned or by any Guarantor; (h) the filing of a petition under any
bankruptcy, insolvency, or similar law against Borrower or against any
Guarantor and such petition not being dismissed within a period of thirty (30)
days of the filing.


 


Default
Interest - The outstanding balance of any amount owing
under this note, which is not paid when due shall bear interest at the rate of twelve
percent (12%) per annum, compounded daily.


 


Usury
Clause - Notwithstanding any other provision of this
note, interest under this note shall not exceed the maximum rate permitted by
law; and if any amount is paid under this note as interest in excess of such
maximum rate, then the amount so paid will not constitute interest but will
constitute a prepayment on account of the principal amount of this note.  If at any time the interest rate under this
note would, but for the


 


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provision
of the preceding sentence, exceed the maximum rate permitted by law, then the
outstanding principal balance of this note shall, on demand by the Holder of
this note, become and be due and payable.


 


Where to
Make Payments - All payments of principal and interest 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 this note designates
in writing.


 


Defenses,
Set-offs, and Counterclaims - All payments under this note shall be made
without defense, set-off, or counterclaim, free and clear of and without
deduction for any taxes of any nature now or hereafter imposed.


 


Expenses - The undersigned agrees to pay on demand (i) all
reasonable expenses (including, without limitation, legal fees and
disbursements) incurred in connection with the negotiating and preparing of
this note and any documents in connection with this note, and (ii) all
reasonable expenses of collecting and enforcing this note and any guarantee,
including, without limitation, expenses and fees of legal counsel, court costs,
and the cost of appellate proceedings.


 


Governing
Law - This note 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.


 


Delay;
Waiver - The failure or delay by the Holder of this 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 this note may not waive any of its rights except by
an instrument in writing signed by the Holder.


 


Prepayment - The undersigned may prepay all or any portion of
the principal of this note at any time and from time to time without premium or
penalty.  Any such prepayment shall be
applied against the installments of principal due under this note in the
inverse order of their maturity and shall be accompanied by payment of accrued
interest on the amount prepaid to the date of prepayment.


 


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


 


	
  Date: November 17, 2003

  	
  QUALITY
  PRODUCTS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

	Jason I. Drexler
	 
	N/A
	 
	$
	25,000

	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

	 
	 
	Total
	 
	$
	200,000




 


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