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                              QUANTUM ENERGY INC.
                                 (the "Company")

                                 Code of Ethics


I.       Introduction and Guiding Principles

         This Code of  Ethics  covers a wide  range of  business  practices  and
procedures.  It does not cover every issue that may arise, but it sets out basic
principles to guide all consultants of the Company.  All of our consultants must
conduct themselves accordingly and seek to avoid even the appearance of improper
behavior.  The Code should also be  provided  to and  followed by the  Company's
agents and representatives,  including consultants.  At the core of this Code of
Ethics is our  insistence  that the  activities  of our  Company and its officer
continue to be conducted in full  compliance with both the letter and the spirit
of all applicable laws, rules, and regulations.

         Those  who  violate  the  standards  in this Code  will be  subject  to
disciplinary action.

II.      Conflicts of Interest

         Consultants shall not maintain,  engage in or have a financial interest
(other  than an equity  interest  of less than five  percent  of the  issued and
outstanding  stock of a  publicly-traded  company) in any outside  business that
competes with or otherwise  conflicts  with the  interests of the Company.  Each
consultant shall avoid actual or apparent  conflicts of interest in personal and
professional relationships.

III.     Confidential Information

         Consultants  who  have  access  to  confidential  information  are  not
permitted to use or share that information for stock trading purposes or for any
other  purpose  except the conduct of the  Company's  business.  All  non-public
information about the Company should be considered confidential information.  To
use non-public information for personal financial benefit or to "tip" others who
might make an  investment  decision  to buy or sell the  Company's  stock on the
basis of this information is not only unethical but also illegal.  Without prior
authorization  by  the  Company,  consultants  shall  not  disclose  any  of the
Company's  confidential or proprietary  information to any person not engaged by
the Company.

IV.      Government Reports and Public Disclosure

         It  is  the  firm's   policy  that  the   information   in  its  public
communications,  including  SEC filings,  be full,  fair,  accurate,  timely and
understandable.  In order to do so, the Company's books,  records,  accounts and
financial statements must be maintained in reasonable detail, must appropriately
reflect the Company's  transactions  and must conform both to  applicable  legal
requirements  and to the Company's  system of internal  controls,  and it is the
obligation of the Chief Financial  Officer,  within the scope of his duties,  to
strive  towards this goal and to avoid  misleading,  inaccurate  and  incomplete
information.  The Chief Executive  Officer and the Chief  Financial  Officer are
responsible  for acting in  furtherance  of this  policy.  In  particular,  this
individual is required to maintain familiarity with the disclosure  requirements
applicable to the Company and are  prohibited  from  knowingly  misrepresenting,
omitting,  or causing others to misrepresent  or omit,  material facts about the
Company  to  others,  whether  within or  outside  the  Company,  including  the
Company's independent auditors.

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V.       Responsible Use of Company Assets

         The  Chief  Financial   Officer  and  the  consultants  shall  exercise
responsible  use of and control over all Company assets and resources with which
he or they are  entrusted.  Company  assets  shall  only be used for  legitimate
business purposes.

VI.      Internal Reporting and Protection of Employees Making Reports (at this
particular  juncture, the Company does not have any employees or contractors and
engages consultants only under the direction of the Chief Executive Officer)

         Consultants who suspect or know of violations of this Code of Ethics or
illegal or unethical  business or  workplace  conduct on the part of the Company
shall  report  the  incident  to the  supervisor.  If the  person  to  whom  the
information  was  provided is not  responsive,  or if there is reason to believe
that reporting to such a person is not appropriate under the circumstances,  the
Chief  Financial  Officer  may contact  the Board of  Directors.  If concerns or
complaints require  confidentiality,  then confidentiality shall be protected to
the  extent  feasible,   subject  to  applicable  law.  The  Company   prohibits
retaliation of any kind against  consultants who have made good faith reports or
complaints  of  violations  of this Code of Ethics or other  known or  suspected
illegal or unethical conduct.

VII.     Waivers

         Waivers to provisions of this Code of Ethics may only be granted by the
Board of Directors.  Any waiver that is made shall be disclosed to the public in
conformance with all applicable requirements.

VIII.  Conclusion

         Protecting our Company's  integrity is the  responsibility of the Chief
Financial Officer and consultants engaged by the Company.  Each is urged to keep
the fundamental principles underlying this Code of Ethics in mind at all times.