EXHIBIT 10.14

                                AGREEMENT BETWEEN
                           QUEST PRODUCTS CORPORATION
                                       AND
                                  SOL H. WYNN

     Quest  Products  Corporation  ("Quest")  and Sol H. Wynn  ("Wynn")  by this
document set forth the material terms of the agreement that they have reached in
connection with the sale and assignment by Wynn to all right, title and interest
in U.S.  Patent  No. 5,859,419  to a  corporation  to be  formed  entitled  Wynn
Technologies,  Inc.  Quest and Wynn,  by setting forth their  signatures  below,
expressly state that they intend that this document set forth the material terms
of a mutually  binding  agreement  between them although the parties  intend and
hereby agree  forthwith to enter into a more formal  legal  document  which sets
forth  the terms  hereof  and such  other  terms as both  Quest  and Wynn  shall
mutually  agree to be bound  by in  writing.  However,  until  such  time as the
parties  enter into the long form  agreement,  this  document  shall be deemed a
mutually binding and complete agreement between the parties.

     The material terms of the agreement between Quest and Wynn are as follows:

          1. Quest shall,  within five (5)  business  days from the date hereof,
cause to be formed a corporation  entitled Wynn Technologies,  Inc. The stock of
Wynn  Technologies,  Inc. shall be owned  sixty-five  percent (95%) by Quest and
thirty-five percent (35%) by Wynn.

          2.  Within  five  (5)  business  days  after  the  formation  of  Wynn
Technologies,  Inc. Wynn shall sell and assign all right, title and interest in
U.S. Patent No.  5,859,419 ("the Patent") to Wynn  Technologies,  Inc. and shall
execute an assignment of patent document on the appropriate forms to be recorded
in the United States Patent and Trademark Office.


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<PAGE>

          3. Wynn shall be entitled  to receive  two  percent  (2%) of the gross
revenues of Wynn Technologies, Inc., provided, however, that Wynn's right to the
two  percent  (2%) of gross  revenues  shall  not be  exclusive  of his right to
dividends in proportion to his share holdings,  i.e,  thirty-five percent (35%).
The  parties  acknowledge  that if Wynn  Technologies.  Inc.  elects  to  simply
sub-license  the  patent the  corporate  expenses  shall be de  minimus  and the
dividends to Wynn shall approximate thirty-five percent (35%) of the sub-license
fees.  Wynn  Technologies,  Inc. shall account to Wynn at least quarterly in the
form of income and expense statements.

          4. As further  consideration  for entering into this  agreement,  Wynn
shall receive  options to purchase  Common Stock in Quest,  exercisable for fIve
(5) years from delivery, as follows:

             (i) Within five (5) days of the execution of this agreement,  Quest
shall deliver to Wynn options to purchase  5,000,000  shares of the Common Stock
of Quest at the option exercise price of five cents ($.05) per share;

             (ii)  Upon  Wynn  Technologies,   Inc.  achieving   $10,000,000  in
cumulative  revenues,  Quest  shall  deliver  to Wynn  options  to  purchase  an
additional  5,000,000  shares of Common  Stock of Quest at the  option  exercise
price of seven cents ($.O7) per share and;

             (iii) Upon Wynn Technologies, Inc. achieving the sum of $30,000,000
in  cumulative  revenues,  Quest  shall  deliver  to Wynn  options  to  purchase
10,000,000  shares of the Common Stock of Quest at the option  exercise price of
ten cents ($.1Q) per share.


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<PAGE>

          5. Quest will have until May 30, 2001 to raise a minimum of $1,000,000
(One Million Dollars) needed for financing the further research, development and
commercialization of the business which is covered by the Patent.

          6.  Quest  will have  until  December  31,  2002 to  secure  bona fide
third-party  revenue-generating  agreements  for  the  business  covered  by the
Patent,  which  agreements  shall be subject to the written approval of Wynn and
Quest, said approval not to be unreasonably withheld.

          7. Quest agrees that a business  plan and schedule  shall be completed
no  later  than  August  2,  2001  for the  further  research,  development  and
commercialization of the business covered by the Patent, which business plan and
schedule  shall be  subject to the  written  approval  of Wynn and  Quest,  said
approval not to be unreasonably withheld.

          8. As  soon  as  Wynn  Technologies,  Inc.  achieves  $100,000,000  in
cumulative  revenue,  Wynn  shall be  entitled  to one (1) seat on the  Board of
Directors of Quest

          9. As  soon  as  Wynn  Technologies,  Inc.  achieves  $200,000,000  in
cumulative revenue,  Wynn shall be entitled to lead a design-engineering  center
in California which shall be financed by Wynn Technologies, Inc.

          10. Wynn  Technologies,  Inc.,  notwithstanding  the respective voting
positions of both Quest and Wynn,  shall require the prior  approval of Wynn for
any sale or merger of Wynn Technologies, Inc.

          11. In the event that Quest  fails to raise the  required  capital for
this project as set forth in Paragraph 5 above, or Quest fails to secure revenue
generaUng  agreements as set forth in Paragraph 6 above,  or fails to complete a
business plan and schedule


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<PAGE>

as set forth in  Paragraph 7 above,  Wynn shall be entitled to purchase  Quest's
sixty-five  percent  (65%)  interest in Wynn  Technologies,  Inc. for the sum of
$10.00.

          12. Wynn  Technologies,  Inc., if  necessary,  shall have the right to
sub-license  rights  to this  agreement  and to Patent  in  connection  with any
revenue generating contracts contemplated in Paragraph 6 above.

          13.  Without  the  written  consent of Wynn,  there  shall be no sale,
hypothecation  or encumbrance of U.S. Patent No.  5,859,419,  which Patent shall
remain the property of Wynn  Technologies,  Inc., free and clear of any liens or
encumbrances  and subject only to the buy-back  provisions of Paragraph 11 above
and the sub-licensing provisions of Paragraph 12 above.

          14. Any dispute between the  shareholders of Wynn  Technologies,  Inc.
shall be subject to the exclusive jurisdiction of the U.S. District Court of the
Eastern  District of  California,  Sacramento  Division,  which  shall  exercise
diversity  and/or federal question  jurisdiction.  In the event that court lacks
jurisdiction or abstains, the Superior Court for the State of California, County
of Sacramento,  shall have exclusive jurisdiction.  In either event, the laws of
the State of California governing closely held corporations shall apply.


AGREED TO BY THE PARTIES.
                                    QUEST PRODUCTS CORPORATION



    November 2, 2000                 By:/S/:
                                       ----------------------------------------
                                         Burton A. Goldstein, Chairman and CEO




    November 2, 2000                    /S/:
                                       ----------------------------------------
                                         Sol H. Wynn


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