EXHIBIT 10.13



                     CONSULTING AND REPRESENTATION AGREEMENT



     WHEREAS,  Quest  Products  Corporation  ("Quest")  is  in  the  process  of
finalizing  its  development  of a new patented line of sunglasses  which change
colors when the back lens is rotated; and

     WHEREAS,  Quest seeks to obtain  consultation  and expertise in the area of
developing,  manufacturing  and  distributing  sunglass  products  in the United
States and abroad and;

     WHEREAS,  Sidney Friedman and Dean Friedman,  principals of Opsales,  Inc.,
have  expertise  in the  areas of  developing,  manufacturing  and  distributing
sunglass products in the United Sates and abroad; and

     WHEREAS,  Quest  desires to engage  Sidney  Friedman  and Dean  Friedman as
consultants to render such expertise to Quest and Opsales,  Sidney  Friedman and
Dean  Friedman are willing to provide such  consulting  services to Quest and to
aid Quest in the  representation  of its  sunglass  products  within  the United
States and abroad; and

     WHEREAS,  Quest and Opsales have previously entered into a Letter Agreement
dated May 18, 2000 with  respect to certain  glazing  operations  and work which
Opsales has agreed to perform for Quest on an exclusive basis.

     NOW, THEREFORE, Quest, Sidney Friedman and Dean Friedman agree as follows:

          1.  Sidney  Friedman  and Dean  Friedman  agree to provide  consulting
services  to Quest in the area of  developing,  manufacturing  and  distributing
Quest's  full line of sunglass  products  for the term of this  agreement  which
shall commence on the date of


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execution  hereof by all  parties and shall  continue  for a period of three (3)
years,  unless the parties  mutually agree to extend the  consulting  portion of
this agreement.

          2. During the term of this  agreement,  Quest agrees to pay consulting
fees to Sidney Friedman and Dean Friedman as follows:

               (i) an initial  one-time  payment of two  thousand  five  hundred
dollars ($2,500.00) each to Sidney Friedman and Dean Friedman; and

               (ii) a monthly  payment  in the  amount of one  thousand  dollars
($1,000.00) each to Sidney Friedman and Dean Friedman; and

               (iii) an option to  purchase  one million  (1,000,000)  shares of
Quest's  common  stock which shall be granted to both Sidney  Friedman  and Dean
Friedman at the price of nine cents  ($.09) per share which  option shall expire
on June, 30, 2003.

          3. During the term of this Consulting  Agreement,  Sidney Friedman and
Dean Friedman  agree to make  themselves  reasonably  available to Quest and its
corporate   officers  to  assist  Quest  in  design  and   development   issues,
manufacturing  issues and  planning  for the  distribution  of the Quest line of
sunglasses.

          These consulting  services shall include, at Quest's request and their
availability,   participation   by  Sidney   Friedman   and  Dean   Friedman  at
presentations  arranged by Quest to  investors  and  potential  investors in the
Quest company.

          4. It is understood  and agreed that either Quest or the Friedmans may
terminate  this  Consulting  Agreement at any time upon providing six (6) months
written notice to the other side.

          5. In addition to the consulting  services set forth herein, the Fried
mans agree to represent Quest's full line of sunglass products within the United
States and abroad on


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the following terms and conditions:

               (i) The Friedman's representation rights for Quest's full line of
sunglass products shall be on a non-exclusive  basis and Quest must specifically
agree in advance to distribute both the market for distribution, the price point
for the product, and the method and distribution; and

               (ii) Quest  agrees to pay  Sidney  Friedman  and Dean  Friedman a
commission  of not less than three percent (3%) nor more than eight percent (8%)
of Quest's selling price for all Quest sunglass products distributed and sold by
or through  the  efforts of the  Friedmans,  depending  upon the type of account
(distributor  or  retailer)  and the  margin  of  profit,  all of which  will be
mutually agreed upon by the Friedman's and Quest.  The payment of any commission
to Sidney  Friedman and Dean Friedman shall be made only from the collection and
receipt  by Quest of the  sales  price  for the  products  distributed  by them,
represented by gross sales less returns.

               It is  expressly  agreed  between the parties  that all  revenues
realized  as a  result  of  the  sale  of  Quest  sunglass  products  which  are
represented  by Sidney  Friedman and Dean  Friedman  shall be collected  only by
Quest and its agents and  representatives,  including any factor with whom Quest
may choose to do business.

               The Friedmans shall have no control over or interest in the sales
price or accounts  receivable  guaranteed  by Quest's sale of sunglass  products
represented by Sidney  Friedman and Dean Friedman  except for the entitlement to
receive payment by Quest of any commission.

          6. The term of the  Representation  Agreement shall be three (3) years
from the date of  execution  hereof  provided,  however,  that  either  side may
terminate the


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Representation Agreement upon six (6) months written notice to the other side.

          7. This  Agreement  shall be  governed by the laws of the State of New
York.

          8. Any  dispute  arising  out of this  Agreement  shall be  settled by
arbitration  before a single arbitrator  designated by the American  Arbitration
Association, Nassau County Office, and the cost of any such arbitration shall be
borne by the losing party.

          9. This  Agreement  shall be binding upon Quest,  Sidney  Friedman and
Dean  Friedman as well as their  successors  and assigns and this  Agreement may
only be terminated upon the written consent of both Quest and the Friedmans.



QUEST PRODUCTS CORPORATION



 By:/S/:
   ----------------------------------------
     Burton A. Goldstein, Chairman and CEO


Date:      June 17, 2000
     ------------------------



SIDNEY FRIEDMAN                                   DEAN FRIEDMAN


/S/:                                              /S/:
-------------------------------------------       ------------------------------



DATE:         June 19, 2000                      DATE:    June 19, 2000
     --------------------------------------           --------------------------




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