Filed by Automated Filing Services Inc. (604) 609-0244 - Quantex Capital Corporation - Exhibit 10.13






OPTION AGREEMENT

THIS AGREEMENT made as of the 15th day of
December, 2004

BETWEEN:


  
    
      L. EVAN BAERGEN an individual having an address
        at Suite 205, 4840 Delta St. Delta, BC, Canada, V4K 2T6

      (the “Optionor”)

    

  



OF THE FIRST PART

AND:


  
    
      BEDDIS INTERNATIONAL LTD., a company incorporated
        under the laws of the State of Delaware and having an office at c/o Suite
        1525 -625 Howe Street, Vancouver British Columbia V6C 2T6.

      (the “Optionee”)

    

  



OF THE SECOND PART

AND:


  
    
      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”)

    

  



OF THE THIRD PART

WHEREAS:

	A. 	
      The Company has entered into agreements (the “Purchase
      Agreements”) with Earl Gilbert and Cindy Lou Berg (the “Vendors”) whereby
      the Vendors agree to sell approximately 85% of the issued and outstanding
      shares of Samlex America Inc. (“Samlex”), a British Colombia Company as
      follows: 

	 	
       
	
       

		
      (i) 
	
      3187 Class A Preferred shares in the capital of Samlex;
      

	 	
       
	
       

		
      (ii) 
	
      1254 Class B Preferred Shares in the capital of Samlex;
      and 

	 	
       
	
       

		
      (iii) 
	
      850 Common shares in the capital of Samlex, 

	 	
       
	
       

		
      (the above shares are hereinafter collectively referred
      to as the “Samlex Shares”). 







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	B. 	
      The Optionor is the beneficial owner of all the issued
      and outstanding shares of the Company (the “Option Shares”). 

	 	
       

	C. 	
      The Optionor has agreed to grant to the Optionee an
      irrevocable option to purchase the Option Shares subject to the terms and
      conditions herein set forth. 



NOW, THEREFORE, THIS AGREEMENT WITNESSES in
consideration of the premises and the mutual covenants and agreements herein set
forth and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto do covenant and agree as
follows:

1.       
 GRANT

1.1       In
consideration for the grant of the option as set forth in paragraph 1.2, the
Optionee shall pay to the Optionor the sum of $10.00 .

1.2      
Subject to the terms and conditions set forth in this Agreement, the
Optionor does hereby grant to the Optionee an irrevocable option to purchase the
Option Shares (the “Option”) for a purchase price of $100.00.

1.3       The
Option shall be open for acceptance and exercisable by the Optionee for a period
of six months from the date first written above.

2.         EXERCISE
OF OPTION

2.1       The
right to purchase the Option Shares pursuant to this Option is exercisable by
notice in writing to the Optionor accompanied by a certified cheque or money
order in favour of the Optionor for the full amount of the Purchase Price.

3.         CURE OF
DEFAULT

3.1       The
Company covenants and agrees with the Optionee that throughout the term of this
Agreement the Company shall :

(a)       make all
such payments and fulfil all such obligations required of the Company pursuant
to the Purchase Agreement; and 

(b)       notify
the Optionee immediately, in writing, of any breach by any party to the Purchase
Agreement.

3.2       In the
event that the Company fails to make any payments or fulfil all such obligations
required of the Company pursuant to the Purchase Agreement, the Optionee shall
have the option to make such payments or fulfil such obligation, the costs of
which shall be charge to the Company.

4.        
REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR AND COMPANY

4.1       The
Optionor hereby represents and warrants to the Optionee, with the intent that
the Optionee shall rely thereon in entering into this Agreement and in
concluding the transactions contemplated hereby, that:




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(a)       he has
due and sufficient right, power and authority to enter into this Agreement on
the terms and subject to the conditions herein set forth to transfer the legal
and beneficial title and ownership of the Option Shares to the Optionee free
from all Encumbrances;

(b)       there is
no written or oral agreement, option, understanding or commitment or any right
or privilege capable of becoming an agreement, for the purchase of the Option
Shares other than this Agreement; and

(c)       this
Agreement has been duly executed and delivered by the Optionor and constitutes a
valid, binding and enforceable agreement against it.

4.2       The
Company hereby represents and warrants to the Optionee, with the intent that the
Optionee shall rely thereon in entering into this Agreement and in concluding
the transactions contemplated hereby, that:

(a)       it is
duly incorporated, validly exists, is in good standing with respect to the
filing of annual returns under the Business Corporations Act (British
Columbia), has the necessary corporate power, authority and capacity to own its
property and assets and to carry on its business as presently conducted and is
duly licensed to carry on business in all jurisdictions in which it presently
carries on business; 

(b)       it has
duly obtained all corporate authorizations for the execution of this Agreement
and for the performance of this Agreement by it, and the consummation of the
transactions herein contemplated will not conflict with or result in any breach
of any covenants or agreements contained in, or constitute a default under, or
result in the creation of any encumbrance under the provisions of its Articles
or constating documents or any shareholders’ or directors’ resolution,
indenture, agreement or other instrument whatsoever to which it is a party or by
which it is bound including, but not limited to, its listing agreement with the
Exchange;

(c)       this
Agreement has been duly executed and delivered by it and constitutes a valid,
binding and enforceable agreement against it; and

(d)       no
proceedings are pending for, and it is unaware of any basis for the institution
of any proceedings leading to, its dissolution or winding up or the placing of
it in bankruptcy or subject to any other laws governing the affairs of insolvent
corporations.

4.3       The
representations and warranties contained in paragraphs 4.1 and 4.2 are provided
for the exclusive benefit of the Optionee and a breach of any one or more
thereof may be waived by the Optionee in whole or in part at any time without
prejudice to its rights in respect of any other breach of the same or any other
representation or warranty, and the representations and warranties contained in
paragraph 4.1 shall survive the execution hereof and shall continue in full
force and effect for the benefit of the Optionee thereafter, notwithstanding any
independent inquiry or investigation by the Optionee.

4.4       The
Optionor convenants and agrees to indemnify and hold harmless the Optionee from
and against any loss, claims, damages, liability, expenses and costs, including
any payment made in good faith in settlement of any claim or potential claim,
arising from any of the representations, warranties or covenants set forth in
this section 4.1 being incorrect or breached.




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5.        
REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE

5.1       The
Optionee represents and warrants to the Optionor, with the intent that the
Optionor shall rely thereon in entering into this Agreement and in concluding
the transactions contemplated hereby, that:

(a)       it is
duly incorporated, validly exists, is in good standing with respect to the
filing of annual returns under the General Corporate law of the State of
Delaware, has the necessary corporate power, authority and capacity to own its
property and assets and to carry on its business as presently conducted and is
duly licensed to carry on business in all jurisdictions in which it presently
carries on business;

(b)       it has
duly obtained all corporate authorizations for the execution of this Agreement
and for the performance of this Agreement by it, and the consummation of the
transactions herein contemplated will not conflict with or result in any breach
of any covenants or agreements contained in, or constitute a default under, or
result in the creation of any encumbrance under the provisions of its Articles
or constating documents or any shareholders’ or directors’ resolution,
indenture, agreement or other instrument whatsoever to which it is a party or by
which it is bound;

(c)       this
Agreement has been duly executed and delivered by it and constitutes a valid,
binding and enforceable agreement against it; and

(d)       no
proceedings are pending for, and it is unaware of any basis for the institution
of any proceedings leading to, the dissolution or winding up of it or the
placing of it in bankruptcy or subject to any other laws governing the affairs
of insolvent corporations. 

5.2       The
representations and warranties contained in section 5.1 are provided for the
exclusive benefit of the Optonor and a breach of any one or more thereof may be
waived by the Optionor in whole or in part at any time without prejudice to its
rights in respect of any other breach of the same or any other representation or
warranty, and the representations and warranties contained in section 5.1 shall
survive the execution hereof and shall continue in full force and effect for the
benefit of the Optionor thereafter, notwithstanding any independent inquiry or
investigation by it.

5.3       The
Optionee covenants and agrees to indemnify and hold harmless the Optionor from
and against any loss, claims, damages, liability, expenses and costs, including
any payment made in good faith in settlement of any claim or potential claim,
arising from any of the representations and warranties set forth in section 5.1
being incorrect or breached.

6.        
FURTHER ASSURANCES

6.1       The
parties shall 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.

7.         GENERAL
PROVISIONS

7.1       The
provisions herein constitute the entire agreement between the Optionor and the
Optionee and supersede all previous expectation, understanding, communications,
or presentations and agreements whether verbal or written between the parties
with respect to the subject matter hereof.




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7.2       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.

7.3       Time
shall be of the essence of this Agreement.

7.4       This
Option shall be governed by and construed in accordance with the laws of the
Province of British Columbia.

7.5       This
Agreement shall enure to the benefit of and be binding upon the parties and
their respective successors and permitted assigns. The Optionee may, upon 10
days written notice to the Optionor, assign and transfer all of its rights,
title and interest in and to this Option Agreement provided that such new
Optionee agrees in writing to be bound by this Option Agreement as if it was the
Optionee.

7.6       The
parties to this Agreement may amend this Agreement only in writing.

7.7       If any
provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions of this Agreement shall
remain in full force and effect.

7.8      
Wherever a singular or masculine or neuter is used herein, the same shall be
construed as mean the plural of the feminine or body corporate or vice-versa
where the context or the parties hereto so require.

7.9       This
Agreement may be executed in several parts in the same form and such parts as so
executed shall together constitute one original agreement and such parts, if
more than one, shall be read together and construed as if all the signing
parties hereto had executed one copy of this Agreement.

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

 

	/s/ L. Evan Baergen	 
	L. EVAN BAERGEN 	 



.
	BEDDIS
      INTERNATIONAL LTD., 	 
	 	  	 
	BY: 	/s/ L. Evan Baergen	 
		Authorized Signatory 	 






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0709355 B.C. Ltd

	BY: 	/s/ L. Evan Baergen	 
	 	Authorized Signatory