QUEST PRODUCTS CORP.
DOMAIN INVESTMENTS, INC.
Dated as of November 2, 2000
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of November 2, 2000 by and among QUEST
PRODUCTS CORP., a Delaware corporation with offices located at 6900 Jericho Turnpike, Syosset, New
York 11791 (the "COMPANY'), and DOMAIN INVESTMENTS, INC. with offices located at c/o Meridian
Equities, 126 East 56th Street, 19th Floor, New York, NY 10022 (the "INVESTOR").
A. The Company and the Investor are executing and delivering this Agreement in reliance upon the exemption
from securities registration afforded by Section 4(2) under the Securities Act of 1933, as amended (the "1933
B. The parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest
up to $20,000,000 to purchase the Company's common stock, $.00003 par value per share (the "COMMON
C. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and
delivering a Registration Rights Agreement substantially in the form to be attached hereto as Exhibit A (the
"REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company has agreed to provide certain
registration rights under the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state
NOW THEREFORE, the Company and the Investor hereby agree as follows:
1. PURCHASE AND SALE OF COMMON STOCK
a. Purchase and Sale of Common Stock. Upon the terms and conditions set forth herein, the Company shall issue
and sell to the Investor, and the Investor shall purchase from the Company, up to those number of Shares having
an aggregate Purchase Price (as defined in Section 1(f)) of $20,000,000.
b. Delivery ofPut Notices. Subject to the satisfaction of the conditions set forth in this Section 1, at any time and
from time to time during the period beginning on and including the Business Day (as defined bel