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AGREEMENT
This Agreement made on this 1st day of November, 2006 (the
"Effective Date").
BETWEEN:
QUANTUM ENERGY INC., a company duly incorporated under the
laws of Nevada and having its mailing address at #1880 - 1066
West Hastings Street, Vancouver, British Columbia.
(the "Borrower");
OF THE FIRST PART
AND:
NITRO PETROLEUM INCORPORATED, a company duly incorporated
under the laws of Nevada and having an address for notice and
delivery located at #29 - 3800 Pinnacle Way, Gallaghers
Canyon, Kelowna, British Columbia.
(the "Lender");
OF THE SECOND PART
WHEREAS:
A. The Lender sold to the Borrower certain interests in the Corsicana
Fields Project, Barnet Shale
Formation, McKinney, Blackburn, in Texas (collectively, the
"Assets");
B. A purchase price of the Assets in the amount of FOUR HUNDRED
THOUSAND (USD $400,000) US dollars was paid by the Borrower to the
Lender by the way of a promissory note dated September 1, 2006 and
payable in full on November 1, 2006 (the "Note 1"). The Note 1 is
attached as Schedule B and forms part of the Asset Purchase
Agreement of September 1, 2006;
C. The Note 1 is attached to this Agreement as Schedule I; and
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D. The parties now agreed to change the repayment terms stated in the Note
1 and for that purpose they are entering into this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the mutual
covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Extension Terms
1.01 The Note 1 shall be cancelled.
1.02 The parties shall forthwith execute a new promissory note (the "Note
2"), which is attached as Schedule II to this Agreement.
1.03 The Borrower shall forthwith issue to the Lender 250,000 restricted
shares of the Borrower's common stock free and clear of all liens and
other encumbrances. If the Borrower duly observes and performs all of
the covenants on its part to be observed and performed, one half of the
shares issued (125,000) shall be returned to it by the Lender.
1.04 The Borrower shall forthwith grant to the Lender security interest over
all of the Borrower's assets perfected by UCC-1 filing in a state of
Nevada, which shall be released upon repayment of the Note 2. The copy
of the UCC-1 filing is attached as Schedule III.
2. Independent Legal Advice
2.01 The Borrower acknowledges that it has been advised to retain and
instruct independent legal counsel to advise it in respect of its
rights and obligations pursuant to the execution of the Note 2 and the
Borrower acknowledges that it has retained and instructed independent
legal counsel or waived its right to do so.
3. Representations and Warranties of Borrower
3.01 The Borrower is duly incorporated under the laws of its jurisdiction of
incorporation and is validly existing and in good standing with respect
to all statutory filings required by the applicable corporate laws.
3.02 The Borrower is qualified to do business in those jurisdictions where
it is necessary to fulfill its obligations under this Agreement and has
the full power and authority to enter into this Agreement and any
agreement or instrument referred to or contemplated by this Agreement.
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3.03 The execution and delivery of this Agreement and the agreements
contemplated hereby have been duly authorized by all necessary action,
corporate or otherwise, or will have been so authorized at the relevant
time.
3.04 This Agreement constitutes a legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms,
except as enforcement may be limited by laws of general application
affecting the rights of creditors and the discretionary authority of
courts of law.
3.05 The Borrower will employ good faith, due diligence, and best efforts to
perform its obligations under this Agreement and will enter into such
additional or collateral agreements as may be reasonably required by
the Lender to effect and complete the objects and intent of this
Agreement.
4. Representations and Warranties
4.01 The Lender is duly incorporated under the laws of its jurisdiction of
incorporation and is validly existing and in good standing with respect
to all statutory filings required by the applicable corporate laws.
4.02 The Lender is qualified to do business in those jurisdictions where it
is necessary to fulfill its obligations under this Agreement and has
the full power and authority to enter into this Agreement and any
agreement or instrument referred to or contemplated by this Agreement.
4.03 The execution and delivery of this Agreement and the agreements
contemplated hereby have been duly authorized by all necessary action,
corporate or otherwise, or will have been so authorized at the relevant
time.
4.04 This Agreement constitutes a legal, valid and binding obligation of the
Lender enforceable against the Lender in accordance with its terms,
except as enforcement may be limited by laws of general application
affecting the rights of creditors and the discretionary authority of
courts of law.
4.05 The Lender will employ good faith, due diligence, and best efforts to
perform its obligations under this Agreement and will enter into such
additional or collateral agreements as may be reasonably required by
the Borrower to effect and complete the objects and intent of this
Agreement.
5. General
5.01 Each notice, demand or other communication required or permitted to be
given under this Agreement shall be in writing and shall be sent by
prepaid registered mail addressed to the party entitled to receive it,
or delivered to such party, at the address for such party specified
above. The date of receipt of such notice, demand or other
communication shall be the date of delivery if delivered, or, if given
by registered mail, shall be deemed to be the third calendar day after
the notice have been so mailed, except in the case of interruption of
postal services for any reason whatsoever, in which case the date of
receipt shall be the date on which the notice, demand or other
communication is actually received by the addressee.
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5.02 This Agreement constitutes the entire agreement to date between the
parties hereto and supersedes every previous agreement, communication,
expectation, negotiation, representation or understanding, whether oral
or written, express or implied, statutory or otherwise, between the
parties hereto with respect to the subject matter of this Agreement.
5.03 This Agreement will enure to the benefit of and will be binding upon
the parties hereto, their respective heirs, executors, administrators
and assigns.
5.04 The Schedules to this Agreement are hereby incorporated by reference
into this Agreement in its entirety.
5.05 Time shall be of the essence of this Agreement.
5.06 The situs of this Agreement is Vancouver, British Columbia, and for all
purposes this Agreement will be governed exclusively by and construed
and enforced in accordance with the laws and Courts of the Province of
British Columbia.
5.07 The parties hereby, jointly and severally, covenant and agree to
forthwith, upon request, execute and deliver, or cause to be executed
and delivered, such further and other deeds, documents, assurances and
instructions as may be required by the parties hereto or their
respective counsel in order to carry out the true nature and intent of
this Agreement.
5.08 Unless otherwise stipulated, all payments required to be made pursuant
to the provisions of this Agreement and all money amount references
contained herein are in lawful currency of the U.S.A.
5.09 Each article, section, paragraph, term and provision of this Agreement,
and any portion thereof, shall be considered severable, and if, for any
reason, any portion of this Agreement is determined to be invalid,
contrary to or in conflict with any applicable present or future law,
rule or regulation in a final unappealable ruling issued by any court,
agency or tribunal with valid jurisdiction, that ruling shall not
impair the operation of, or have any other effect upon, such other
portions of this Agreement, all of which shall remain binding on the
parties and continue to be given full force and effect.
5.10 This Agreement may be signed by the parties hereto in as many
counterparts as may be necessary and, if required, by facsimile, each
of which so signed being deemed to be an original, and such
counterparts together shall constitute one and the same instrument and
notwithstanding the date of execution will be deemed to bear the
Effective Date as set forth on the front page of this Agreement.
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IN WITNESS WHEREOF each of the parties hereto has set their respective hands and
seals in the presence of their duly authorized signatories as of the Effective
Date determined hereinabove.
The COMMON SEAL of )
QUANTUM ENERGY INC. )
the Borrower, )
was affixed in the presence of: ) c/s
)
)
/s/ Ted Kozub )
- ------------------------------------------------------
Authorized Signatory )
The COMMON SEAL of )
NITRO PETROLEUM INC. )
the Lender, )
was affixed in the presence of: ) c/s
)
)
/s/ Ted Kozub )
- ------------------------------------------------------
Authorized Signatory )
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Schedule I
SCHEDULE "B"
P R O M I S S O R Y N O T E
$400,000.00 (USD) DUE: November 01, 2006
Vancouver, British Columbia
Dated: September 01, 2006
FOR VALUE RECEIVED, QUANTUM ENERGY, INC. (hereinafter referred to as the
"Borrower"), of 1880 - 1066 West Hastings Street, Vancouver, British Columbia,
HEREBY PROMISES TO PAY to the order of NITRO PETROLEUM INCORPORATED (hereinafter
referred to as the "Lender"), of #29 - 3800 Pinnacle Way, Gallaghers Canyon,
Kelowna, British Columbia, the principal sum of Four Hundred Thousand
($400,000.00) Dollars of lawful money of the United States.
1. The Borrower will repay the principal sum outstanding on or
before November 01, 2006, at the offices of the Lender; and
2. The Borrower, if it duly observes and performs all of the
covenants on its part to be observed and performed, is at
liberty from time to time to pay off all or any part of the
principal as remains unpaid or any part of it, without notice
or bonus.
THE BORROWER HEREBY waives demand and presentment for payment and notices of
non-payment or protest of this Note.
THE CORPORATE SEAL OF )
QUANTUM ENERGY, INC. )
was affixed hereto in the presence of: )
)
) c/s
- --------------------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
THE CORPORATE SEAL OF )
NITRO PETROLEUM )
INCORPORATED was affixed hereto )
in the presence of: )
)
) c/s
- --------------------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
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Schedule II
P R O M I S S O R Y N O T E
$400,000.00 (USD) DUE: February 28, 2007
Vancouver, British Columbia
Dated: November 01, 2006
FOR VALUE RECEIVED, QUANTUM ENERGY, INC. (the "Borrower"), of 1880 - 1066 West
Hastings Street, Vancouver, British Columbia, HEREBY PROMISES TO PAY to the
order of NITRO PETROLEUM INCORPORATED (the "Lender"), of #29 - 3800 Pinnacle
Way, Gallaghers Canyon, Kelowna, British Columbia, the principal sum of Four
Hundred Thousand ($400,000.00) Dollars of lawful money of the United States
together with interest at ten (10 %) percent per annum calculated monthly, not
in advance, after as well as before maturity or default, on the amount of
principal from time to time remaining unpaid.
1. The Borrowers will repay the principal sum outstanding on
February 28, 2007 together with interest accruing thereon at
the aforesaid rate, at the offices of the Lender;
2. The Borrower, if it duly observes and performs all of the
covenants on its part to be observed and performed, is at
liberty from time to time to pay off all or any part of the
principal as remains unpaid or any part of it, together with
applicable interest on the amount of principal so paid to the
date of such payment without notice or bonus; and
3. Default in the payment of principal or interest required by
the Lender at the sole option of the holder of this Note,
renders the entire unpaid balance of principal and accrued
interest immediately due and payable.
THE BORROWER HEREBY waives demand and presentment for payment and notices of
non-payment or protest of this Note.
THE CORPORATE SEAL OF )
QUANTUM ENERGY, INC. )
was affixed hereto in the presence of: )
)
) c/s
- --------------------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
THE CORPORATE SEAL OF )
NITRO PETROLEUM )
INCORPORATED was affixed hereto )
in the presence of: )
)
) c/s
- --------------------------------------------
Authorized Signatory )
)
)
Authorized Signatory )
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