Exhibit
4.3


 


GUARANTEE


 


In consideration of the loan evidenced by the
promissory note of Quality Products, Inc., a Delaware cor­poration (the
“Borrower”), dated April 16, 2003 payable to the order of the Lenders listed in
Exhibit A to this Guarantee, (the “Beneficiaries”), in the principal amount of
seven hundred seventy thousand and no/100 United States dollars (U.S.$770,000),
bearing interest at the rate of 8% per
annum simple interest and payable in 60 monthly installments with the
last installment due on March 31, 2008 (the “Note”, which term will include any
and all amendments thereto and substitutions therefor hereafter made and re­gardless
of whether they are made with or without the approval of the undersigned), and
in order to induce the Beneficiaries 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.


 


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 other
Lender, and the 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 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 10% 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.


 


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.


 


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April 16, 2003


 


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 of the Note.


 


	
  Date: April 16, 2003

  	
  QPI MULTIPRESS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/Tac D. Kensler

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Chief Financial Officer

  	
   

  
	
   

  	
  Name and Title

  	
   

  
				



 


	
  Date: April 16, 2003

  	
  COLUMBUS JACK
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/Tac D. Kensler

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Chief Financial Officer

  	
   

  
	
   

  	
  Name and Title

  	
   

  
				



 


HOLDER


 


	
  Date: April 16, 2003

  	
   

  	
  /s/Jason I. Drexler

  	
   

  	
   

  
	
   

  	
  Jason I. Drexler

  	
   

  
	
   

  	
  As Holder of the Note
  and Agent for Lenders

  	
   

  
							



 


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Exhibit
A - Identification of Beneficiaries


 


	
  Name

  	
   

  	
  Note Amount

  	
   

  
	
  Richard A. and
  Clare F. Drexler as joint tenants with rights of survivorship

  	
   

  	
  $

  	
  300,000

  	
   

  
	
  Dan L. Drexler

  	
   

  	
  $

  	
  100,000

  	
   

  
	
  Jason I. Drexler

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  Theodore P.
  Schwartz

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Eleanor Metnick

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  RD&J
  Corporation

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Dale S. Drexler
  Living Trust U/A March 15, 1999 Dale S. Drexler, Trustee

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Karen K. Hart

  	
   

  	
  $

  	
  20,000

  	
   

  
	
  Alyce A. Lazar
  Declaration of Trust dated September 24, 1992

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  770,000.00

  	
   

  



 


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