Filed by Automated Filing Services Inc. (604) 609-0244 - Quantex Capital Corporation - Exhibit 10.10






AGREEMENT

THIS AGREEMENT made as of the 1st day
  of December, 2004.

BETWEEN:

Samlex America
Inc., 
a Corporation incorporated under the laws of the province
of B.C.,

Hereinafter referred to as the
"Company"

OF THE FIRST PART; 

- and -

Berg Management Ltd.

of the city/town of Vancouver in the province of
B.C.,

Hereinafter referred to as the
"Consultant"

OF THE SECOND PART.

     WHEREAS the Company is
desirous of engaging the services of the Consultant with respect to the
management of the business being carried on by the Company (the “Business”);

     AND WHEREAS the Consultant
is desirous of providing Management services in conjunction with
the management of the Business;

     NOW THEREFORE in
consideration of the mutual covenants exchanged between the parties and the sum
of $5.00 paid by each to the other (the receipt whereof being hereby
acknowledged) THIS AGREEMENT WITNESSETH:

	1. 	
      The Company hereby hires and retains the Consultant to
      perform, and the Consultant agrees to render, the following skilled
      services in accordance with the terms and conditions set out in this
      Agreement:

	 	 	 
		(a) 	
      To perform such ongoing duties as the Consultants job may
      require to fulfill the role of President. The duties shall continue to
      remain substantially the same as those duties performed by the President
      of Samlex immediately prior to the execution of this Agreement.

	 	 	 
		(b) 	
      To assist the Advisory Board and Board of Directors in
      strategic planning

	 	 	 
		(c) 	
      To maintain the relationships between Samlex and its key
      suppliers, purchasers and product developers.








		(d) 	
      To hold the title of General Manager. (Collectively
      referred to herein as “Consulting Services”).

	 	 	 
	2. 	
      The Consultant agrees to be bound by the provisions
      hereof and to perform the Consulting Services required to be performed by
      pursuant to the provisions hereof, diligently and in good faith and with a
      view to the best interest of the Company.

	 	 	 
	3. 	
      The remuneration paid to the Consultant for the
      Consulting Services shall be invoiced bi- monthly (15th and
      30th /31st ) plus GST thereon, as applicable, in
      respect of services rendered throughout the preceding month. The
      semi-monthly charge out rate is $3,750 plus GST.

	 	 	 
	4. 	
      The Consultant agrees that all knowledge of the Company’s
      affairs shall be held in strictest confidence. No information concerning
      the operations of the Corporation shall be disclosed to any person without
      the written consent of the Company. This covenant shall continue to be
      binding on the Consultant notwithstanding any subsequent termination of
      this Agreement for any reason whatever. Consultant agrees to be bound by
      the corporation’s Non-Disclosure Agreement and a Code of Conduct
      Agreement.

	 	 	 
	5. 	
      Consultant shall pay any claim, penalty, assessment, fee,
      tax, source deduction or other levy as required by WCB, CPP, EIC, Revenue
      Canada or any other government body, whether federal, provincial or
      municipal, in connection with the services provided by Consultant under
      this agreement. Consultant shall indemnify and hold harmless the Company
      from and against any of the aforementioned levies, should said levies be
      assessed against the Company. The Company shall indemnify and hold
      harmless Consultant from any and all actions, suits, proceedings ,
      demands, assessments, judgments, costs and legal and other expenses
      (collectively, the Claims) resulting from or incident to the provision of
      the Services of Consultant, except where the claims result from the
      negligence of Consultant.

	 	 	 
	6. 	
      The Company may terminate this Agreement at any time on
      one hundred and ninety (90) days written notice to the
  Consultant.

	 	 	 
	7. 	
      The Consultant may terminate this Agreement at any time
      on one hundred and ninety (90) days written notice to the
  Company.

	 	 	 
	8. 	
      The parties agree that this Agreement shall be governed
      in accordance with the laws of the province of
B.C.

	 	 	 
	9. 	
      Any notice to be given hereunder shall be valid and
      effective if such notice is sent by first class mail, postage prepaid,
      addressed to or personally delivered to the Company at
  both:



Suite 302 – 2031 McCallum Rd.

Abbotsford, B.C.
V2S 3N5
Attention: Mr.
Jonathon Dugdale





	 	And 	110 – 17 Fawcett Rd. 
	 	  	Coquitlam, B.C. 
	 	  	V3K6V2 
	 	  	Attention: Mr. Jonathon Dugdale
    


and to the Consultant at:

Suite 1200
999
West Hastings Street 
Vancouver, BC V6C 2W2 
Attention: Mr. Earl
Berg

     Any notice so given by mail shall
be deemed to have been given on the third business day following the date of
mailing and any notice so given by being personally delivered shall be deemed to
have been given when so delivered.

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

	  	 Samlex America Inc. 
	  	) 
	  	) 
	_________________________________	) _________________________________
	(Witness) 	) 
	  	) 
	  	) _________________________________
	  	) 
	  	) 
	  	) Berg Management Ltd. 
	  	) 
	_________________________________	) 
	(Witness) 	) /s/ Earl Berg
	  	) 
	  	) 
	  	)