Filed by Automated Filing Services Inc. (604) 609-0244 - Quantex Capital Corporation - Exhibit 10.15






March 1, 2005

Quantex Capital Corporation 
Suite 205 - 4840 Delta
Street 
Delta, B.C., V4K 2T6 
Canada

Attention:                
L. Evan Baergen, President & CEO

Dear Sirs:

Re:                
Engagement of Graydon Elliott Capital Corporation (the “Agent”)

Further to our conversations and meetings, we wish to express
our interest to be engaged in connection with a financing for Quantex Capital
Corporation (“Quantex” or the “Company”). We propose to act as agent to the
Company to assist in raising up to US$2,175,000 (equivalent to approximately
CDN$2,630,000), or such other amount as the parties may mutually agree, through
equity private placement (hereinafter referred to as the “Financing”).

The core terms of our appointment as agent are described herein
in this letter (the “Engagement Agreement”). Definitive terms will be set out in
an agency agreement (the “Agency Agreement”) which will contain, amongst other
provisions, representations, warranties, covenants, conditions, indemnities and
termination provisions (including, without limitation, a broad “market out”
right, a “disaster out” right, a “regulatory out” right and a “material change
out” right) standard in agreements of this type, and such agreement will
supersede this Engagement Agreement.

All references to dollar amounts in this Engagement Agreement
are expressed in US Dollars, unless otherwise specified. The currency
translation herein is based on the exchange rate of US$1 = CDN$1.2094.

DUE DILIGENCE

Upon signing this Engagement Agreement, the Agent will work
with the Company to develop a financing plan, and undertake to complete our due
diligence in an expeditious manner. Generally, the following items will need to
be checked and/or verified to the Agent’s satisfaction:

	(i) 	
      We are to complete full background checks on existing and
      proposed management and assess corporate ability to grow and execute the
      business plan as provided.

	 	 
	(ii) 	
      The intellectual property and agreements are to be
      assessed and evaluated in regards to risks, likely time frames, regulatory
      issues, industry trends and business opportunities.

	 	 
	(iii) 	
      The contracts and relationships with customers and
      suppliers are to be assessed and evaluated.

	 	 
	(iv) 	
      Appropriate regulatory
approvals.








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	March 1,
      2005 	 
    



	(v) 	
      Satisfactory assessments by the Agent and, where
      necessary, by third parties of all aspects of the business are to be
      obtained.

	 	 
	(vi) 	
      The Company’s business plan, financial statements,
      financial projections and future development programs must be up to date
      and stand scrutiny. In addition, full details of all financial
      transactions must be provided.

	 	 
	(vii) 	
      Detailed review of the Company’s cash flow to ensure
      adequacy of the planned financings.

	 	 
	(viii) 	
      Market capitalization values pre and post financing must
      be satisfactory in light of current market
conditions.



THE FINANCING

The Agent is appointed as the Company’s exclusive agent to
conduct the Financing by way of the financing instrument(s) described below, on
a commercially reasonable efforts basis. The Agent may offer selling group
participation in the normal course of the brokerage business to selling groups
of other licensed dealers, brokers and investment dealers, the fees of whom
shall be the responsibility of the Agent and who may or who may not be offered
part of the commissions or securities to be received by the Agent pursuant to
this Agreement. The Financing will be conducted in British Columbia and such
other jurisdictions as the parties may mutually agree. The key terms of the
Financing are as follows:


  	The Financing: 
	(1) 	Size: 	Up to $2,175,000 (equivalent to approximately CDN$2,630,000)
      
	(2) 	Unit Price: 	$0.30 per Unit 
	(3) 	Unit Terms: 	Each Unit consists of one (1) share of common stock of the
        Company and one (1) common share purchase warrant (the “Warrant”).
      
	(4) 	Warrant Terms: 	Each Warrant will entitle the holder to purchase one additional
        share of common stock of the Company at a price of $0.40 per share for
        the first year from Closing and $0.50 per share for the second year from
        Closing. 
	(5) 	Prospectus Exemptions: 	The prospectus exemptions pursuant to Multilateral Instrument
        45-103 to be used in B.C. are:
 (i)  Accredited investor exemption,
        and 

        (ii) Offering Memorandum 
	(6) 	Registration Statement: 	The Company shall file a registration statement Form SB2
        pursuant to US Securities Act of 1934 or other forms as required with
        the US SEC. 
	(7) 	Agent’s Commission: 	Ten percent (10%) payable in cash. 
	(8) 	Agent’s Warrants: 	The Agent and the selling group participants will be 









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	March 1, 2005
    	  





  	  	  	
        granted warrants (the “Agent’s Warrants”) in an amount
      equal to 20% of the number of Units sold in the Private Placement.
  



	(9) 	Agent’s Warrants Terms: 	
        Each Agent’s Warrant will entitle the Agent and the
      selling group participants to acquire one additional Common Share at a
      price of $0.40 per share for the first year from Closing and $0.50 per
      share for the second year from Closing. 





	(10) 	Timing: 	
        The Agent may, at its discretion, conduct multiple
      closings to complete the Private Placement. The first closing (the “First
      Closing”) of the Private Placement is anticipated to be completed in
      approximately eight (8) weeks after execution of this Engagement
      Agreement. 








DOCUMENTS

The Company, together with its counsel, will be responsible for
the preparation of all offering materials to be used in connection with the
Financing, with the assistance of the Agent and its counsel.

RETAINER AND EXPENSES

The Company shall be responsible for all reasonable expenses
related to the Financing, whether or not it is completed and therefore this
obligation shall survive the termination of this Engagement Agreement, including
all fees and disbursements of the Agent’s legal counsel, expenses related to
road shows and marketing activities, printing costs, filing fees, the Agent’s
out-of-pocket expenses and the fees and disbursements of legal counsel to the
Agent. The Company shall also pay any applicable GST and PST on the foregoing
amounts. 

The Agent shall, from time to time, send an invoice to the
Company representing any fees and expenses incurred, including those of the
Agent’s legal counsel.

The Agent shall have the right to appoint an accounting firm to
bring the Company’s financial statements up to date. The costs of such
accounting firm will be borne by the Company.

CONDITIONS TO THE OBLIGATIONS OF THE AGENT

The Company represents, warrants and covenants that the
following conditions will be satisfied prior to the completion of the Financing
and will continue to be satisfied as at the closing of the Financing:





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	March 1, 2005
    	  




	 	1. 	
      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.

	 	 	 
	 	2. 	
      It has duly obtained all corporate authorizations for the
      execution of this Engagement Agreement and for the performance of this
      Engagement 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.

	 	 	 
	 	3. 	
      This Engagement Agreement has been duly executed and
      delivered by it and constitutes a valid, binding and enforceable agreement
      against it.

	 	 	 
	 	4. 	
      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.

	 	 	 
	 	5. 	
      There is not now pending against the Company nor to the
      knowledge of the Company is there threatened against it, any litigation or
      proceedings by or in any Court, tribunal or governmental agency, the
      outcome of which if adversely determined would materially adversely affect
      the business or continued operations of the Borrower.

	 	 	 
	 	6. 	
      The Company agrees to use its best efforts to work with
      the Agent and the Agent’s assigned consultant(s) to develop a cash flow
      budget and business plan to the satisfaction of the Agent in a timely
      manner.

	 	 	 
	 	7. 	
      Upon completion of the Financing, the Company agrees to
      use its best efforts to file or cause to file registration statements with
      the US SEC in the United States and obtain a reporting issuer status in a
      timely manner.



In addition, the Agent may withdraw from the Financing by
giving notice in writing to the Company at any time if (in addition to such
other standard termination rights as may be included in the Agency Agreement as
contemplated elsewhere in this Engagement Agreement):

	 	(a) 	
      a material adverse change occurs or is likely to occur in
      the business, affairs or capital of the
Company;








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	March 1, 2005
    	  




	 	(b) 	
      the state of the financial markets becomes such that in
      the sole opinion of the Agent it would be impracticable or unprofitable to
      offer or continue to offer the proposed securities for sale; or

	 	 	 
	 	(c) 	
      the Agent is not satisfied in its discretion with the
      completion of its due diligence investigations.



SHARE STRUCTURE

The proposed share structure of the Company is presented in
Appendix A. The existing position and pro forma positions are presented to
reflect the number of shares intended to be outstanding before and after the
Financing. The share structure may vary depending upon forecasts, competitive
factors, pricing, market factors and the evaluation of the Company.

RIGHT OF FIRST REFUSAL

The Agent shall have the right of first refusal, which will not
be unreasonably withheld, for all future debt or equity financings of the
Company, whether public or private and whether or not an investment dealer is or
proposed to be involved, for a period of 24 months from the completion of the
Financing. If the Agent is not willing to match the conditions of a public or
private financing as available by the “right of first refusal”, the Company has
the right to terminate its exclusivity rights.

The Agent shall have the exclusive right, for a period of 24
months from the completion of the Financing, to provide consulting services
through the Agent’s subsidiaries or affiliated companies to the Company and its
subsidiaries regarding any efforts to apply for any government grants or tax
credits including but not limited to the Scientific Research and Experimental
Development Program.

PIGGY-BACK REGISTRATION

We require that all the shares issued pursuant to the exercise
of all the Warrants and Agent’s Warrants have piggyback registration rights with
any registration statements filed with the US SEC in the United States by the
Company.

OTHERS

The Company covenants and agrees to sign and deliver to the
Agent, concurrently with the execution and delivery to the Agent of this
Engagement Agreement, an indemnity as provided for in Appendix B attached
hereto. This indemnity will survive the termination of this Engagement Agreement
and shall remain in full force and effect regardless of any investigation made
by or on behalf of the Agent but will be superseded by the indemnity 



 

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clause contained in the Agency Agreement to be entered into between the Company and the Agent.


The Company recognizes and confirms that the Agent in acting pursuant to this Engagement will be using information, reports and other information provided by others, including, without limitation, information provided by or on behalf of the Company,
and that the Agent does not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any such reports and information.  The Company hereby warrants that any information relating to the Company
that is furnished to the Agent by or on behalf of the Company will be fair, accurate and complete and will not contain any material omissions or misstatements of fact.


The Company will, on a timely basis, make available or cause to be made available to the Agent or provide the Agent with access to all such information, data, documents, advice and opinions respecting the Company as the Agent may reasonably deem
necessary for it to perform its engagement hereunder, and will provide or cause to be provided access to management, auditors and such other professional advisors of the Company as the Agent considers necessary or desirable, acting reasonably in
order to perform its engagement hereunder and certificates as to matters of a factual nature as may be required by the Agent from time to time.


To the extent that it could reasonably be concluded to be relevant, the Company shall keep the Agent fully advised at all times of the activities of the Company.  After closing the Financing, the Agent may, at its own expense and subject to the
Company’s approval, place announcements or advertisements in financial newspapers and journals describing its services hereunder.


This agreement (a) shall be governed by and construed solely in accordance with the laws of the province of British Columbia and the laws of Canada applicable therein, (b) incorporates the entire understanding of the parties with respect to the
subject matter hereof and supersedes all previous agreements should they exist with respect thereto, (c) may not be amended or modified except in writing executed by the Company and the Agent, (d) shall be binding upon and inure to the benefit of
the Company, the Agent, the other Indemnified parties and their respective successors and assigns and (e) will be superceded by the execution of any definitive Agency Agreement.


Capitalized terms used in the Schedules hereto and not otherwise defined have the meaning ascribed thereto herein.


The parties agree to execute and deliver any other documents as may be considered necessary or desirable in order to give effect to the foregoing.




 

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	March 1, 2005
    	  


The Agent would welcome this opportunity to act for the Company
with respect to the Financing. Should you wish to accept this offer, please sign
and return one copy of this letter agreement to the attention of Herrick Lau
(Fax: 604-294-2403) whereupon the terms and conditions herein shall become a
binding agreement. This letter agreement may be signed in counterparts and
delivered by fax.

Yours truly,

GRAYDON ELLIOTT CAPITAL CORPORATION

 

	 	 
	Rodney Gelineau 	 
	President & CEO 	 


 

The foregoing accurately reflects the terms of the transaction
which we hereby agree to enter into and the undersigned agrees to be legally
bound hereby.

Acknowledged and agreed this ____________day of
__________________, 2005.

Quantex Capital Corporation

 

	 	 
	L. Evan Baergen 	 
	President & CEO 	 






APPENDIX A

Proposed Share Structure




APPENDIX B

Indemnity Agreement

In connection with the engagement (the “Engagement”) of Graydon
Elliott Capital Corporation (the “Agent”), pursuant to an engagement letter (the
“Engagement Agreement”) between the Agent and Quantex Capital Corporation. (the
“Indemnitor”) dated March 1, 2005, the Indemnitor hereby agrees to indemnify and
hold harmless the Agent, each of its subsidiaries and each of its directors,
officers, employees, partners, agents and shareholders (collectively, the
“Indemnified Parties” and individually, an “Indemnified Party”), from and
against any and all expenses, losses, claims (including shareholder actions,
derivative or otherwise), actions, damages or liabilities, whether joint or
several, including the aggregate amount paid in reasonable settlement of any
actions, suits, proceedings or claims, and the reasonable fees and expenses of
their counsel that may be incurred in advising with respect to and/or defending
any action, suit, proceeding, investigation or claim that may be made or
threatened against any Indemnified Party or in enforcing this indemnity
(collectively, the “Claims”) to which any Indemnified Party may become subject
or otherwise involved in any capacity insofar as the Claims relate to, are
caused by, result from, arise out of or are based upon, directly or indirectly,
the Engagement. However, this indemnity shall not apply to the extent that a
court of competent jurisdiction in a final judgement that has become
non-appealable shall determine that:

	i. 	
      the Indemnified Parties have been negligent or dishonest
      or have committed any fraudulent act in the course of such performance;
      and

	 	 
	ii. 	
      the expenses, losses, claims, damages or liabilities, as
      to which indemnification is claimed, were directly caused by the
      negligence, dishonesty or fraud referred to in
(i).



If for any reason (other than the occurrence of any of the
events itemised in (i) and (ii) above, the foregoing indemnity is unavailable to
the Agent or any other Indemnified Party or insufficient to hold them harmless,
the Indemnitor shall contribute to the amount paid or payable by any of the
Indemnified Parties as a result of such Claim in such proportion as is
appropriate to reflect not only the relative benefits received by the Indemnitor
on the one hand and the Agent or any other Indemnified Party on the other hand
but also the relative fault of the Indemnitor, the Agent or any other
Indemnified Party, as well as any relevant equitable considerations provided
that the Indemnitor shall in any event contribute to the amount paid or payable
by the Indemnified Party as a result of such Claimany excess of such amount over
the amount of the fees received by the Agent under the Engagement Agreement.

The Indemnitor will not, without the Agent’s prior written
consent, settle, compromise, consent to the entry of any judgment in or
otherwise seek to terminate any action, suit, proceeding, investigation or claim
in respect of which indemnification may be sought hereunder (whether or not any
Indemnified Party is a party thereto) unless such settlement, compromise,
consent or termination includes a release of each Indemnified Party from any
liabilities arising out of such action, suit, proceeding, investigation or
claim.




The Indemnitor agrees that the Agent shall have the right to
employ its own counsel in connection therewith, and the reasonable fees and
expenses of such counsel as well as the reasonable costs and out-of-pocket
expenses incurred by the Agent and any other Indemnified Party in connection
therewith shall be paid by the Indemnitor as they occur. Without limiting the
generality of the foregoing, the Indemnitor agrees to reimburse the Agent for
the time spent by their personnel in connection with any Claim at their normal
per diem rates.

Promptly after receipt of notice of the commencement of any
Claim against the Agent or any other Indemnified Party or after receipt of
notice of the commencement of any investigation which is based, directly or
indirectly, upon any matter in respect of which indemnification may be sought
from the Indemnitor, the Agent or any other Indemnified Party will notify the
Indemnitor in writing of the commencement and particulars thereof, provided that
the omission to notify the Indemnitor shall not relieve the Indemnitor of any
liability which it has to the Agent or any other Indemnified Party except and
only to the extent that any such delay in or failure to give notice as herein
required prejudices the defence of such Claim or results in any material
increase in the liability which the Indemnitor has under this indemnity.

The indemnity and contribution obligations of the Indemnitor
shall be in addition to any liability which the Indemnitor may otherwise have,
shall extend upon the same terms and conditions to all of the Indemnified
Parties and shall be binding upon and enure to the benefit of any successors,
assigns, heirs and personal representatives of the Indemnitor, the Agent and the
other Indemnified Parties. The foregoing provisions shall survive the completion
of the Engagement or any termination of the Engagement Agreement.

	Graydon Elliott Capital Corporation 	 	Quantex Capital Corporation 
	By its authorized signatory: 	 	By its authorized signatory: 
	  	 	  
	  	 	  
	 	 	 
	Rodney Gelineau 	 	L. Evan Baergen 
	President & CEO 	 	President & CEO