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SETTLEMENT AGREEMENT AND MUTUAL RELEASE
1. Parties. THIS AGREEMENT and MUTUAL RELEASE ("Release") is dated and
entered into as of this 31st day of January, 2007, by and between JMT Resources,
Ltd., ("JMT") a Texas corporation located at 5416 Birchman Avenue, Fort Worth,
TX 76107, and Quantum Energy, Inc., Nitro Petroleum Inc., 658111 B.C. Ltd,
and RPMJ Corporate Communications Ltd (hereinafter "Quantum")
2. Recitals. The alleged facts and circumstances giving rise to this
Release are as set forth herein below.
2.1 JMT owns approximately 4,010 gross acres in mineral interest
leaseholds located in Navarro County, Texas (the "Prospect Leases")
which are part of the geologic trend identified as the Mildred pool;
and
2.2 JMT has offered QUANTUM the right to participate in the cost of
developing the Prospect Leases to be funded by QUANTUM, subject to the
terms of this Agreement; and
2.3 QUANTUM agrees to finance JMT's development and operation of the
Prospect Leases in accordance with the funding requirements described
in the JV Agreement; and
3. Consideration. Consideration for this Release is the mutual promise
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herein and each act done by the parties hereto pursuant hereto, the receipt and
sufficiency of which is acknowledged by the parties hereto, and the following:
1. QUANTUM shall cease and desist in using, displaying, or
having any interest in the Corsicana Project under the JV
Agreement, Letter of Intent and any other agreement that may exist
between the parties and their agents or assignees pertaining to
Corsicana, including but limited to, the 3 well bores, McKinney #1
and McKinney #2 and Blackburn #1 from the Pecan Gap; and
2. JMT Resources Ltd. will pay the following:
1. Quantum $308,200.00 USD;
2. Nitro Petroleum, Inc. $145,502.00 USD;
3. 658111 B.C. Ltd. $23,149.00 USD; and
4. RPMJ Corporate Communications Ltd. $23,149.00 USD.
3. QUANTUM hereto acknowledges that it will not be entitled
to any additional consideration for the execution of this Release
other than as expressly set forth and provided for herein. By its
signature below, QUANTUM hereto acknowledges the receipt and
sufficiency of the consideration evidenced by this Release.
4. JMT will pay the above fees on or before March 1, 2007.
5. Quantum will execute any and all assignments necessary to complete
transfer of the leaseholds back to JMT immediately upon the execution
of this Agreement.
4. No Pending Claims. QUANTUM warrants and represents that there are
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not claims against any party hereto or any party in any way related hereto,
which is either pending, or otherwise aware. QUANTUM acknowledges that JMT is
relying upon this representation and this representation is a material
inducement to the execution of this Release by JMT.
Neither JMT nor QUANTUM et al shall commence or continue, nor does JMT nor
QUANTUM et al know of, any claims or proceedings against anyone in respect of
anything hereby released which may result in a claim or proceeding against JMT
or QUANTUM et al. IF ANY SUCH CLAIM or proceeding results in any claim or
proceeding against JMT or QUANTUM et al, then JMT shall indemnify and save
QUANTUM et al harmless from all resulting liabilities, obligations and costs.
Without limiting the generality of the foregoing, JMT shall indemnify QUANTUM et
al from any and all environmental liability, which now or hereafter exist by
reason of any cause, events or omissions existing prior to the execution of this
Mutual Release.
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5. Settlement of agreement. The agreements being made herein are merely
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to settle a offer to purchase and a offer to sell the entire interests in
properties defined as Corsicana and are not to be construed as an admission of
any fault or liability of any party hereto, such being hereby specifically and
expressly denied by each party hereto.
6. Authorization. The making and performance of this Release has been
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duly authorized and is approved by each party hereto. This Release constitutes
the legal, valid and binding obligation of each party hereto and is enforceable
in accordance with its terms. In addition, the undersigned are duly authorized
by the respective parties to execute this Release in their representative
capacities by all necessary proceeding.
7. Representation and Ownership and Indemnification. Each party hereto
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and/or their subsidiaries represent and convent that they are the owners of any
and all claims at issue herein or in any way relating to or involving the
subject matter set forth herein.
8. Review and Understanding. Each party hereto has reviewed the Release
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and they understand fully the terms of this Release and its consequences and
have had this Release reviewed by competent legal counsel of their choice.
9. Binding Effect. This Release shall be binding upon and inure to the
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benefit to the parties hereto and their respective successors, assigns, heirs,
and legal representatives, but shall not be binding on any party until signed by
all parties. It is expressly understood and agreed that the terms hereof are
contractual in nature, including those set forth in the provisions designated
"Recitals," and are not mere recitals, the agreements herein contained and the
consideration transferred hereby are to by peace, and the consideration
transferred and conveyed hereby shall not be construed as an admission of
liability by any of the parties to this Release.
10. Modification. No modification or amendment of this Release shall
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be effective unless such modification or amendment is in writing and signed by
all parties hereto.
11. Governing Law. The interpretation, construction, and performance of
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this Release shall by governed by the laws of the State of Texas and California,
without giving effect to conflict of laws principles, and this Release is
performable in Tarrant County, Texas and San Diego County, California.
12. Severability. If any portion of this Release shall be held to be
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invalid or inoperative, then, so far as is reasonable and possible, the
remainder of this Release shall be considered valid and operative, and not
effect shall be given to the intent manifested by the portion held invalid or
inoperative.
13. Execution of Necessary Documents. Each party hereto further convents
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and agrees to execute any and all documents necessary to effectuate the
provisions of this Release and to cooperate fully with each other in carry out
the provisions of this Release.
14. Survival. Each and every provision of this Release shall survive
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the execution hereof.
15. Entire Agreement. This Agreement for all purposes constitutes the
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entire agreement between the parties hereto and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written.
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16. Attorneys' Fees. In the event of any litigation concerning any
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controversy, claim or dispute between each party hereto arising out of or
relating to this Release or the breach hereof, or the interpretation hereof, the
prevailing party shall be entitled to recover form the losing party reasonable
expenses, attorneys' fees, and cost incurred therein or in the enforcement or
collection of any judgment or award rendered herein.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first above written.
JMT RESOURCES, LTD. RPMJ Corporate Communications Ltd.
By: /s/ Luke Zouvas By: /s/ Patricia Shull
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Title: Attorney for JMT Resources LTD. Title: President and Secretary
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Date: Date:
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QUANTUM ENERGY, INC.
By: /s/ Ted Kozub
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Title: President
Date:
NITRO PETROLEUM, INC.
By: /s/ Ted Kozub
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Title: President
Date:
658111 B.C. Ltd
By:/s/ Jason Shull
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Title: President and Secretary
Date: