Filed by Automated Filing Services Inc. (604) 609-0244 - Quantex Capital Corporation - Exhibit 10.8






FISCAL ADVISORY AGREEMENT

THIS AGREEMENT, dated as of the 26th of
November, 2004

BETWEEN:


  
    
      0709355 B.C. Ltd., a company incorporated under
        the laws of British Columbia and having an office at Suite 107 - 20644
        Eastleigh Crescent Langley, British Columbia, V3A 4C4

      (the “Company”)

    

  



AND:


  
    
      GRAYDON ELLIOTT CAPITAL CORPORATION, a company
        incorporated under the laws of British Columbia and having an office at
        Suite 1100, 543 Granville Street, Vancouver, British Columbia V6C 1X8

      (“GECC”)

    

  



WHEREAS the Company wishes to engage GECC as the fiscal
advisor and GECC is willing to act as the fiscal advisor of the Company and to
provide the Company with various corporate finance and other services subject to
the terms and conditions hereof.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that, in
consideration of the premises and of the mutual covenants and undertakings
hereinafter contained, the parties hereto agree as follows:

	1. 	
      Appointment 

	 	
       
	
       

	1.1 	
      The Company hereby engages GECC as its fiscal advisor and
      GECC hereby accepts the engagement and agrees to act as the fiscal advisor
      of the Company from the date hereof for a period of eighteen months, and
      thereafter, renewable monthly at the option of the Company, subject to the
      provision of paragraphs 11.1, 11.2 and 11.3 hereof. 

	 	
       
	
       

	2. 	
      Duties of GECC 

	 	
       
	
       

	2.1 	
      As fiscal advisor to the Company, GECC agrees to provide
      to the Company the following specific services (the “Services”):


	 	
       
	
       

		
      (a) 
	
      assisting the Company in sourcing and evaluating
      potential sources of equity, or other financing as required to permit the
      Company to further its business objectives; 

	 	
       
	
       

		
      (b) 
	
      keeping itself informed about the business and affairs of
      the Company in order to be able to advise interested parties about the
      business and affairs of the Company; 

	 	
       
	
       

		
      (c) 
	
      assisting the Company with identifying potential joint
      ventures, acquisitions, mergers and strategic alliances, and undertaking
      detail technical evaluations of any assets or alliances to be undertaken
      







- 2 -

		
      (d) 
	
      the preparation of financial models with respect to
      acquisitions and their financial needs and identifying strategic options
      and recommending a course of action; and 

	 	
       
	
       

		
      (e) 
	
      advising the Company on financing matters from time to
      time. 

	 	
       
	
       

	3. 	
      Exclusivity 

	 	
       
	
       

	3.1 	
      The Company will not seek to undertake a financing during
      the term of this agreement, except with the assistance and financial
      advisory services of GECC, unless otherwise agreed between the parties.
      

	 	
       
	
       

	4. 	
      Right of First Refusal 

	 	
       
	
       

	4.1 	
      The Company shall notify GECC of the terms of any further
      financing that it requires or proposes to obtain during the term of this
      Agreement and for a period of three months thereafter (the
      “Alternative Offer”) and GECC shall have the right of first refusal to
      provide financial advisor services in respect of any such financing (the
      “GECC Offer”), if the GECC Offer is on the same terms or more favourable
      terms than the Alternative Offer. 

	 	
       
	
       

	4.2 	
      The right of first refusal must be exercised by GECC
      within 5 days following the receipt of the notice by notifying the Company
      that it will provide fiscal advisor services in respect of any such
      financing on the terms set out in the notice. 

	 	
       
	
       

	4.3 	
      If GECC fails to give notice within 5 days that it will
      provide fiscal advisor services in regards to such financing upon the
      terms set out in the notice, the Company will then be free to make other
      arrangements to obtain financing or fiscal advisor services from another
      source on the same terms or on terms no less favourable to the Company.
      

	 	
       
	
       

	4.4 	
      The right of first refusal will not terminate if, on
      receipt of any notice from the Company under this Section, GECC fails to
      exercise the right. 

	 	
       
	
       

	5. 	
      Compensation and Expenses 

	 	
       
	
       

	5.1 	
      The Company will pay to GECC, in consideration for the
      Services to be performed by GECC, a fee equal to 3% of the gross amount of
      any financing proposed and closed by GECC payable upon the closing of such
      financing. 

	 	
       
	
       

	5.2 	
      All reasonable out of pocket costs, charges and expenses,
      including travel, incurred by GECC in the performance of its obligations
      under this letter shall be reimbursed by the Company. GECC agrees to
      discuss and obtain prior approval for any out of pocket costs, charges and
      expenses, including travel, in excess of $5,000. 

	 	
       
	
       

	5.3 	
      Any amounts due and payable hereunder and outstanding for
      in excess of 45 calendar days shall accrue interest at the rate of 1.5%
      per month, compounding on a monthly basis, both before and after
      judgement. 







- 3 -

	6. 	
      Information 

	 	
       
	
       
	
       

	6.1 	
      The Company will provide to GECC such information,
      documents, data, advice, opinions and representations as GECC may
      reasonably request relating to the provision of the fiscal advisory
      services pursuant to this letter agreement. The Company represents and
      warrants that any information furnished to GECC will not knowingly contain
      any untrue statement of a material fact, or knowingly omit a material
      fact. The Company shall ensure that GECC is advised on a timely basis of
      any material change that may be reasonably considered relevant to this
      agreement. 

	 	
       
	
       
	
       

	7. 	
      Confidentiality 

	 	
       
	
       
	
       

	7.1 	
      GECC acknowledges that the business carried on by the
      Company and it subsidiaries, if any, is an extremely competitive business
      and that disclosure of any confidential information about the business or
      financial affairs of the Company and its subsidiaries would place them at
      a competitive disadvantage. GECC shall use its reasonable commercial
      efforts to preserve and protect the confidential nature of any information
      concerning the business or financial affairs of the Company or any of its
      dealings, transactions or affairs which may be disclosed to GECC by
      employees, officers or agents of the Company during the duration of this
      agreement. Without restricting the generality of the foregoing, GECC shall
      not: 

	 	
       
	
       
	
       

		
      (a) 
	
      disclose any of the aforesaid information to third
      parties without the prior written consent of the Company, provided that
      such consent shall not be required where the information is disclosed:
    

	 	
       
	
       
	
       

			
      (i) 
	
      to the employees, officers, representatives, agents or
      professional advisors of GECC to enable such persons to assist GECC in
      providing the fiscal advisory services to the Company hereunder;


	 	
       
	
       
	
       

			
      (ii) 
	
      to the employees, officers, agents or professional
      advisors of the Company or such other persons as the Company management
      may designate; or 

	 	
       
	
       
	
       

			
      (iii) 
	
      pursuant to any law, statute or regulation, ordinance or
      administrative, regulatory or judicial order; or 

	 	
       
	
       
	
       

		
      (b) 
	
      use any of the aforesaid information for its own purpose
      or benefit or to the detriment or intended probable detriment of the
      Company. 

	 	
       
	
       
	
       

	7.2 	
      The covenants of GECC set forth in paragraph 7.1 shall
      not apply to information which: 

	 	
       
	
       
	
       

		
      (a) 
	
      through no act or omission of GECC is or becomes
      generally known or part of the public domain; 

	 	
       
	
       
	
       

		
      (b) 
	
      is furnished to others by the Company without restriction
      on disclosure; or 

	 	
       
	
       
	
       

		
      (c) 
	
      is lawfully furnished to GECC by a third party without
      GECC’s knowledge of a breach of any restriction on disclosure owed to the
      Company. 







- 4 -

	8. 	
      Covenants 

	 	
       
	
       

	8.1 	
      GECC covenants with the Company that at all times GECC
      will act on a basis that is fair and reasonable and exercise its powers
      and discharge its duties under this agreement honestly, in good faith and
      in what reasonably appears to GECC to be the best interests of the Company
      and, in connection therewith, shall exercise the degree of care, diligence
      and skill that a reasonably prudent fiscal advisor would exercise in
      comparable circumstances. 

	 	
       
	
       

	8.2 	
      GECC covenants with the Company to comply with the
      requirements of all applicable laws, regulations and rules of regulatory
      authorities having jurisdiction over the affairs of the Company and
      provided that the Company, on its part, provides all reasonable
      information and takes such other action, acting reasonably, as shall not
      otherwise be available to, or in the control of GECC, which is required
      for such compliance. 

	 	
       
	
       

	8.3 	
      GECC covenants with the Company to utilize information
      supplied to it by the Company from time to time accurately represent the
      Company and its activities to third parties in providing the services
      hereunder, including without limitation members of the investing public.
      

	 	
       
	
       

	9. 	
      Acknowledgement 

	 	
       
	
       

	9.1 	
      the Company acknowledges that: 

	 	
       
	
       

		
      (a) 
	
      GECC has, or is likely to have, individual, corporate or
      institutional clients who are potential investors in the Company (the
      “Clients”); 

	 	
       
	
       

		
      (b) 
	
      GECC is or may become a related party to certain
      partnerships, publicly traded companies or privately held companies (the
      “Related Parties”) that may directly or indirectly provide financing to
      the Company; 

	 	
       
	
       

		
      (c) 
	
      GECC acts, and will act, as consultant or fiscal advisor
      to other companies (“Competitors”) in the same business as the Company;
      and 

	 	
       
	
       

		
      (d) 
	
      the interests of the Clients, Related Parties or the
      Competitors may come into conflict with those of the Company. 

	 	
       
	
       

	9.2 	
      GECC shall be under no liability to the Company for, or
      as a result of, its acting as consultant or fiscal advisor to Competitors,
      Related Parties and Clients, or the manner in which it resolves conflicts
      of interest deriving therefrom, unless GECC has acted in any manner which
      is dishonest or grossly negligent. 

	 	
       
	
       

	10. 	
      Indemnities 

	 	
       
	
       

	10.1 	
      In consideration of GECC entering into this agreement,
      the Company further agrees with GECC that: 

	 	
       
	
       

		
      (a) 
	
      it will protect and indemnity GECC and save it harmless
      against and from all losses, claims, damages or liabilities caused by or
      arising, directly or indirectly: 







- 5 -

	 		(i) 	
      by reason of an untrue statement contained in any
      information or documents provided by the Company to GECC or by reason of
      the omission to state therein any fact necessary to make the information
      or documents therein not misleading, 

	 	 	 	
       

	 		(ii) 	
      from the failure by the Company to notify GECC of any
      material change as required by this agreement, or 

	 	 	 	
       

	 		(iii) 	
      as a result of any order made by any Regulatory
      Authority, based upon an allegation that any such untrue statement or
      omission exists; and 

	 	 	 	
       

	 	(b) 	
      if any action or claim be brought against GECC in respect
      of which indemnity may be sought by the Company pursuant to the provisions
      of this agreement, GECC shall promptly notify the Company in writing, and
      the Company shall assume the defence thereof, including the employment of
      counsel and the payment of all expenses. GECC shall also have the right to
      employ separate counsel in any such action and participate in the defence
      thereof, and the fees and expenses of such counsel shall also be at the
      expense of the Company. 



This indemnity hereby provided for
shall remain in full force and effect and shall not be limited to or affected by
any other indemnity in respect of any matters specified in this agreement
obtained by GECC from any other person and shall remain in full form and effect
notwithstanding the termination of this letter agreement.

	11. 	
      Termination 

	 	
       
	
       

	11.1 	
      If accepted, this agreement between GECC and the Company
      will be in effect for a minimum period of eighteen months from the date
      hereof, and shall continue in force on a month-to-month basis, subject to
      termination by either party on thirty (30) days written notice. However,
      the Company may terminate this agreement without prior notice for just
      cause, which shall include: 

	 	
       
	
       

		
      (a) 
	
      GECC committing an act of bankruptcy or becoming involved
      in any fraud or dishonest or serious misconduct in circumstances that
      would, in the reasonable opinion of the Company, make GECC unsuitable to
      act on behalf of the Company; and 

	 	
       
	
       

		
      (b) 
	
      GECC failing to comply with any terms of this agreement
      with such failure not being rectified within 15 days of receipt of notice
      thereof from the Company. 

	 	
       
	
       

	11.2 	
      GECC may terminate this agreement without prior notice
      for just cause, which shall include: 

	 	
       
	
       

		
      (a) 
	
      the Company committing an act of bankruptcy or becoming
      involved in any fraud or dishonest or serious misconduct in circumstances
      that would, in the opinion of GECC, make representation of the Company by
      GECC unsuitable; and 

	 	
       
	
       

		
      (b) 
	
      the Company failing to comply with the terms of this
      agreement with such failure not being rectified within 15 days of receipt
      of notice from GECC. 

	 	
       
	
       

	11.3 	
      If this agreement is terminated for any reason, GECC
      shall be entitled to receive, and the Company shall pay, GECC’s fees and
      reimbursable expenses to the date of termination.








- 6 -

	12. 	Transactions After Termination 
	 	
       
	
       

	12.1 	
      In the event that, within twelve months of termination, a
      financing is concluded with: 

	 	
       
	
       

		
      (a) 
	
      A party introduced by GECC to the Company, or one who has
      contacted GECC and GECC introduced that party to the Company during the
      term of this Agreement; or 

	 	
       
	
       

		
      (b) 
	
      Any party who is an affiliate of the foregoing; then
    

	 	
       
	
       

		
      GECC will be entitled to a fee equal to 3% of the gross
      proceeds of such financing. 

	 	
       
	
       

	13. 	
      Severability 

	 	
       
	
       

	13.1 	
      If any provisions of this Agreement is found to be
      illegal or unenforceable, it will be considered separate and severable
      from this Agreement and the remaining provisions of this Agreement will
      remain in force and be binding upon the parties as though the illegal or
      unenforceable provision had never been included. 

	 	
       
	
       

	14. 	
      Notice 

	 	
       
	
       

	14.1 	
      Unless otherwise provided herein, any notice or other
      communication to a party under this Agreement may be made, given or served
      by registered mail, postage pre-paid or by delivery to the parties at the
      addresses as set out on the first page of this Agreement. Any notice or
      other communication: 

	 	
       
	
       

		
      (a) 
	
      mailed shall be deemed to have been received on the
      fourth business following its mailing; and 

	 	
       
	
       

		
      (b) 
	
      delivered shall be deemed to have been received on the
      date of delivery. 

	 	
       
	
       

		
      In the event of a postal strike or delay affecting mail
      delivery, the date of receipt of any notice by mail is deemed to be
      extended by the length of such strike or delay. Each party may change its
      address for service at any time by providing notice in writing of such
      change to the other parties. 

	 	
       
	
       

	15. 	
      Language 

	 	
       
	
       

	15.1 	
      This Agreement is to be read with all changes in gender
      or number as required by the context. 

	 	
       
	
       

	16. 	
      Enurement 

	 	
       
	
       

	16.1 	
      This Agreement enures to the benefit of and is binding on
      the parties to this Agreement and their successors and permitted assigns.
      Notwithstanding the foregoing, this Agreement may not be assigned by
      either party without the prior written consent of the other party.
  

	 	
       
	
       

	17. 	
      Headings 

	 	
       
	
       

	17.1 	
      The headings in this Agreement are for convenience of
      reference only and do not affect the interpretation of this Agreement.
    







- 7 -

	18. 	Law 
	 	
       

	18.1 	
      This Agreement is governed by, subject to and interpreted
      in accordance with the laws prevailing in the Province of British Columbia
      and the federal laws of Canada applicable therein, and the courts of the
      Province of British Columbia will have the exclusive jurisdiction over any
      dispute arising in connection with this Agreement. 

	 	
       

	19. 	
      Entire Agreement 

	 	
       

	19.1 	
      This Agreement constitutes the entire agreement between
      the parties with respect to the subject matter of this Agreement and
      supersedes all prior and contemporaneous agreements, understandings,
      negotiations and discussions, whether oral or written, of the parties and,
      except as incorporated by reference above, there are no warranties,
      representations or other agreements between the parties in connection with
      the subject matter of this Agreement unless signed by each party and
      purporting to be an amendment to this Agreement. 

	 	
       

	20. 	
      Counterparts 

	 	
       

	20.1 	
      This Agreement may be executed in two or more
      counterparts and may be delivered by telecopier, each of which will be
      deemed to be an original and all of which will constitute one agreement,
      effective as of the date first given above. 



0709355 B.C. LTD.

	BY: 	/s/ Calvin Patterson	 
	 	Authorized Signatory 	 


GRAYDON ELLIOTT CAPITAL 
CORPORATION

	BY: 	/s/ Rodney Gelineau 	 
	 	Authorized Signatory