================================================================================

                                    AGREEMENT

                  THIS  AGREEMENT  dated for reference the 28th day of February,
2007.

BETWEEN:

                  T. Kozub Enterprises Ltd., a company incorporated under the
                  laws of British Columbia with its registered and records
                  office at 103 - 301 Main Street
                  Penticton, B.C. V2A 5B7, Canada
                  (the "Adviser")

                                                             OF THE FIRST PART
AND:

                  Quantum Energy Inc. a company incorporated
                  under the laws of Nevada with its business offices at
                  1880 - 1066 West Hastings Street, Vancouver,
                  British Columbia V6E 3X1
                  (the "Company")

                                                             OF THE SECOND PART
WHEREAS:

A.                The Company carries on business as oil and gas exploration
(the "Business");

B.                The Adviser has certain expertise in the field of oil and gas
exploration related to the Business and the Company desires to retain the
Adviser to perform services for the Company and the Business in accordance with
the terms and on the conditions set forth in this Agreement;

C. The  Adviser has agreed to provide  these  services to the Company and to the
Business in accordance  with the terms and on the conditions as hereinafter  set
forth and the parties  hereto are entering  into this  Agreement to record their
respective rights and obligations in connection with the Business.

THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, mutual
covenants and Agreements herein contained, the parties hereto covenant and agree
with each other as follows:

1.00              APPOINTMENT

1.01 The  Company  hereby  engages  the  Adviser  as an  Adviser to the board of
directors  of the Company and the Adviser  hereby  accepts such  engagement  and
agrees  to  serve  as  Adviser  on a part  time  basis  throughout  the Term (as
hereinafter defined) on the terms and conditions herein set forth.

<page>

2.00              TERM

2.01 The engagement of the Adviser  hereunder will be for a term of one (1) year
commencing  as and from  February  28,  2007 (the  "Term"),  subject  to earlier
termination as provided for herein.

2.02 Unless this  Agreement  and the  engagement  of the  Adviser  hereunder  is
otherwise  terminated  prior  to the  expiration  of the  Term,  the Term may be
renewed  for  further  terms of one (1) year each at the option of the  Company,
provided  the  Company  gives the  Adviser  at least one (1)  months'  notice in
writing of its intention not to renew the Term.

3.00              REMUNERATION

3.01              In consideration of the services to be rendered by the Adviser
                  hereunder:

         (a)      the  Company  will pay to the  Adviser  the sum of  Forty  Two
                  Thousand US Dollars  (USD  $42,000.00)  per year payable in 12
                  equal monthly  instalments  of Three  Thousand Five Hundred US
                  Dollars  (USD  $3,500.00)  which amount will be payable on the
                  15th business day of each calendar month of the Term, with the
                  first of such instalments payable on March 15, 2007,

         (b)      the Company  will  reimburse  the  Adviser for all  travelling
                  expenses   incurred  while   travelling  as  required  by  the
                  President and other reasonable  out-of-pocket  expenses of the
                  Adviser actually and properly  incurred in connection with the
                  discharge of his duties  hereunder,  provided that the Adviser
                  furnishes to the Company all necessary receipts and statements
                  with  respect to such  expenses  as and when  required  by the
                  Company.

3.02 The remuneration to be paid to the Adviser by the Company hereunder will be
subject to annual review by the Company's  board of directors and will be agreed
upon  between  the  parties  hereto  but  will  never be less  than  the  amount
established in Paragraph 3.01 of this Agreement. If the parties fail to agree on
the remuneration to be paid to the Adviser by the Company hereunder,  the amount
of  such  remuneration  will  be  determined  by  arbitration  pursuant  to  the
provisions of paragraph 8.00 hereof.

4.00              TERMS AND CONDITIONS OF ENGAGEMENT

4.01              The Adviser will provide business advice and management
services to the Company.

4.02 The  Adviser  will have full  power and  authority  to engage  and  oversee
progress of the work of the accountants  and auditors of the Company,  to engage
and negotiate  agreements with legal advisers.  The Adviser will have full power
to do any acts in order to ensure the Company's  compliance  with the securities
laws in all the jurisdictions of the United States and Canada as may be required
and advised by the legal advisers.

<page>

4.03 The  Adviser  will  devote not less than  Twenty (20) hours per week of his
business  time,  attention  and  ability  to the  Business  and  will  well  and
faithfully  serve the Company  during the  continuance of his term of engagement
hereunder  and will use his best efforts to promote the interests of the Company
and its Business.  Any Advisor's  services  required by the Company in excess of
the Twenty (20) hours per week will be compensated to the Adviser by the Company
at a rate of Forty Five US Dollars (USD$45.00) per hour.

5.00              CONFIDENTIALITY
5.01 The Adviser will not disclose the private  affairs or trade  secrets of the
Company or the  Business  and will not use for his own  purposes or for purposes
other than those of the Company and the Business,  any confidential  information
he may acquire in relation to the Company or the Business.

6.00              TERMINATION
6.01            This Agreement may be terminated in the following manner and
                in the following circumstances:

       (a)      at any time by notice in writing from the Company to the Adviser
                for cause, including, but not limited to, a breach
                by the Adviser of any of the terms and conditions of this
                Agreement, and

       (b)      by no less than two (2) months notice in writing given by either
                party to the other, which notice in writing may be given at any
                time.

7.00              VACATIONS
7.01 During the Term of this Agreement, or any renewal thereof, the Adviser will
be entitled to a total of four (4) weeks paid vacation in each calendar year and
all other  holidays as may from time to time be required by law. Such  vacations
will be taken at such times as the Company's board of directors may from time to
time determine having regard to the operation of the Business.

8.00              ARBITRATION
8.01 If there is any disagreement between the parties hereto with respect to the
terms of this Agreement or the interpretation thereof, the same will be referred
to a single arbitrator  pursuant to the Commercial  Arbitration Act (B.C.),  and
any amendments  thereto,  and the determination of such arbitrator will be final
and binding upon the parties hereto.

9.00              INTERPRETATION
9.01 Each  provision of this  Agreement is declared to constitute a separate and
distinct  covenant  and will be  severable  from all  other  such  separate  and
distinct covenants.

9.02 If any covenant or provision is determined to be void or unenforceable,  in
whole or in part,  it will not be deemed to affect or impair the  enforceability
or validity of any other  covenant or  provision  of this  Agreement or any part
thereof.

<page>

9.03 The headings in this  Agreement  form no part of the agreement  between the
parties and will be deemed to have been inserted for  convenience  only and will
not affect the construction hereof.

9.04  Wherever  the singular or the  masculine is used herein,  the same will be
deemed to include the plural or the  feminine or the body  politic or  corporate
where the context or the parties so require.

10.00             GOVERNING LAW
10.01 This  Agreement  will,  in all  respects,  be governed by and construed in
accordance with the laws of the Province of British Columbia.

11.00             FURTHER DOCUMENTS
11.01 The parties will execute such further  assurances and other  documents and
instruments  and do  such  further  and  other  things  as may be  necessary  to
implement and carry out the intent of this Agreement.

12.00             NOTICE
12.01 Any notice in writing  required or  permitted  to be given to either party
hereunder will be deemed to have been well and  sufficiently  given if mailed by
prepaid  registered  mail or delivered or telecopied to the address of the party
to whom it is  directed  set forth on page 1, or such  other  address  as either
party may from time to time direct in writing and any such notice will be deemed
to have been  received,  if mailed,  three (3)  business  days after the date of
mailing and, if delivered or telecopied,  upon the date of delivery or telecopy.
If normal mail service is  interrupted  by strike,  slow down,  force majeure or
other  cause,  a notice  sent by mail will not be deemed  to be  received  until
actually received,  and the party sending the notice will deliver such notice in
order to ensure receipt thereof.

13.00             ENTIRE AGREEMENT
13.01 The provisions  herein constitute the entire agreement between the parties
and  supersede   all  previous   expectations,   undertakings,   communications,
representations  and agreements  whether  verbal or written  between the parties
with respect to the subject matter hereof.

14.00             NO PARTNERSHIP
14.01 No agency or  partnership  is hereby  created  between  the parties and no
representations  will be made by either  party which would  create any  apparent
agency or partnership between the parties hereto.

15.00             ENUREMENT
15.01 The  provisions  of this  Agreement  will  enure to the  benefit of and be
binding  upon  the  parties  hereto  and  their  respective  heirs,   executors,
successors and assigns.

<page>

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.

THE CORPORATE SEAL OF                                )
T. Kozub Enterprises Ltd.                            )
was affixed hereto in the presence of:               )
                                                     )
/s/ Ted Kozub                                        )                 c/s
--------------------------------------------
Authorized Signatory                                 )
                                                     )
                                                     )
Authorized Signatory                                 )




THE CORPORATE SEAL OF                                )
Quantum Energy Inc.                                  )
was affixed hereto in the presence of:               )
                                                     )
/s/ Shane Lowry                                      )                 c/s
--------------------------------------------
Authorized Signatory                                 )
                                                     )
                                                     )
Authorized Signatory                                 )