Filed by Automated Filing Services Inc. (604) 609-0244 - Quantex Capital Corporation - Exhibit 10.20







 

Memorandum of
Understanding

This Memorandum of Understanding (MOU) dated November 24,
2005

BETWEEN:

Samlex Europe B.V. (“Samlex”),
a company incorporated under the laws of The Netherlands.

AND:

Marcel van Veen and/or M.R.C.
Holding B.V. (the “Shareholder”), the sole shareholder of Samlex.

AND:

Jacob van Veen and/or Mati Holding
B.V. (the “Lender”), a lender of money to Samlex.

AND:

QUANTEX CAPITAL CORPORATION
(“Quantex”), a company incorporated under the laws of the State of Delaware in
the United States of America.

AND:

QUANTEX CAPITAL (CANADA)
CORPORATION and SAMLEX AMERICA INC. (“the Subsidiaries”),
subsidiaries of Quantex. (Together with Quantex, the “Purchaser”).

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WHEREAS:

	A. 	
      The Shareholder wishes to sell 51% of the outstanding
      shares (the “Shares”) of Samlex to Quantex or one of its Subsidiaries;
    

	 	
       

	B. 	 The Lender has lent approximately €806,000 (the
        Lender’s Loan) to MRC Holding B.V., which in turn has lent it to
        Samlex; 

	 	
       

	C. 	
      The Shareholder and the Lender stipulate that the
      Lender’s loan must be repaid to the Lender at the same time of any sale of
      the Shares by the Shareholder to the Purchaser. 



THEREFORE, parties to this MOU agree as follows:

	1) 	The Purchase Price shall be €300,000 payable as follows: 




  	       	•      
    	 €50,000  in approximately
          July, 2006. This amount shall be paid by Samlex to the Shareholder upon
          receipt of €50,000 from the sale of the Studer distributorship.
          Upon payment, this amount shall be deducted from any amounts owing to
          the Purchaser by Samlex;     




	 	• 	 €25,000 by the Purchaser to the Shareholder
          on January 1, 2007; 

	 	• 	 €75,000 by the Purchaser to the Shareholder
          on January 1, 2008; 

	 	• 	 €75,000 by the Purchaser to the Shareholder
          on January 1, 2009; 

	 	• 	 €75,000 by the Purchaser to the Shareholder
          on January 1, 2010. 





	2) 	
      Upon closing, 51 shares of Samlex, representing 51% of
      the outstanding shares of Samlex at that time shall be transferred into
      Escrow with the Shareholder’s notary and shall be released to the
      Purchaser only when all of the terms and conditions of the final Sale and
      Loan Agreement are met, including the repayment of the Lender’s Loan.
    

	 	
       

	3) 	
      When all of the terms and conditions of the Sale and Loan
      Agreement are met. Simultaneously to the closing of the Sale and Loan
      Agreement, the Purchaser shall loan to Samlex the amount of the Lender’s
      Loan, as specified in the audited financial statements of Samlex and in
      turn, Samlex shall repay its loan to Mati Holding B.V. which shall repay
      its loan to the Lender. Any and all security held by the Lender and the
      Shareholder shall be surrendered. 

	 	
       

	4) 	
      The amount that the Purchaser loans to Samlex (the
      “Purchaser’s Loan”) for the repayment of the Lender’s loan shall be
      subject to interest at a rate 5% and is payable upon demand. However, the
      Purchaser agrees only to take repayment of the Purchaser’s Loan
      (principal) in amounts and at times when it will not cause
  



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		 the operations of Samlex to suffer. Accrued interest
        will be paid on December 31st of each year. 

	 	  

	5) 	 The Purchaser agrees to cause Samlex to enter into a
        management agreement with the Shareholder for €7,000/month plus reasonable
        benefits, effective on the Closing Date. The management agreement shall
        be for a period mutually agreed upon by both parties and the monthly compensation
        shall be renegotiated every year, but shall not be higher than 10% of
        the previous year unless otherwise agreed upon by both parties 

	 	  

	6) 	 The Purchaser agrees to cause Samlex to enter into a
        management agreement with the Lender for €7,000/month plus reasonable
        benefits, effective on the Closing Date. The management agreement shall
        be for a period mutually agreed upon by both parties. 

	 	  

	7) 	 A management fee equal to the Shareholder’s annual
        compensation will be paid from Samlex by the Purchaser every year. However,
        the Purchaser agrees to forfeit its right to the management fee for 2006
        and will examine the financial position of Samlex before deciding whether
        to be paid the management fee for 2007 or defer the payment until some
        time later. 

	 	  

	8) 	 A Dispersion of Profits shall occur every year to the
        shareholders of Samlex in direct proportion to the shareHolding. However,
        the Shareholder and the Purchaser agree not to cause the Dispersion of
        Profits to occur until such time as the payment of these amounts will
        not hinder the growth and financial well being of Samlex and at least
        until December 31, 2009. The amount that shall be dispersed will be subject
        to limitations that the Shareholder and Purchaser shall agree on that
        will ensure the financial well-being of Samlex. 

	 	  

	9) 	 Samlex shall enter into a formal lease agreement for
        its current premises with the Lender for €6,000/month for a period
        of 36 months beginning on the Closing Date. A renewal option of 36 months
        shall be included in the lease agreement. The drafting of the lease agreement
        shall be the responsibility of the Lender. 

	 	  

	10) 	 The Lender agrees to cause a company owned by the Lender
        to grant Samlex a first right of refusal to purchase the premises in the
        event that the Lender wishes to sell the premises. 

	 	  

	11) 	 The Shareholder and the Lender warrant that no amounts
        are being paid by the supplier to the Shareholder, the Lender or any third
        party when product is purchased by Samlex from that supplier. 



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	12) 	 The Shareholder and the Purchaser shall enter into a
        Shareholders’ Agreement that will address the future sale of the
        Samlex shares. 

	 	  

	13) 	 Samlex will cause a life insurance policy to be taken
        out on the Shareholder for the sole purchase of providing funds for the
        Purchaser in the event that the Shareholders Agreement is triggered upon
        the death of the Shareholder. 

	 	  

	14) 	 Upon closing, a representative of Quantex shall be appointed
        CEO of Samlex and the Shareholder shall be President. The Board of Directors
        shall be structured according the laws of The Netherlands such that Quantex
        has voting control of Samlex. 

	 	  

	15) 	 Direct costs incurred by Quantex, the Subsidiaries and
        Samlex that are incurred for the mutual benefit of the Subsidiaries and
        Samlex, shall be shared by the Subsidiaries and Samlex, on an equitable
        basis as determined by Quantex. Examples of these are website development,
        the CEO’s salary, travel, joint marketing costs, etc. 

	 	  

	16) 	 Quantex, Samlex and the Subsidiaries agree to the following
        transfer pricing parameters: 





	 	•   	
      Inventory sold from one subsidiary to another, shall be
      sold at landed cost plus 10%. 


	 	•      
    	
      All amounts shall be in US dollars and the conversion
      rate between foreign currency shall be fixed at the spot exchange rate
      according to the Bank of Canada website and as of the invoice date and
      shall be communicated by the seller to the buyer. 




	 	•   	
      All amounts paid from one subsidiary to another shall be
      made by wire transfer. 





	17) 	
      Samlex agrees to provide monthly financial statements and
      related reports to representatives of Quantex by the 10th day
      of the following month. Samlex also acknowledges that there is a
      requirement to have all or portions of the quarterly financial statements
      “Reviewed” by an independent and qualified accountant and that all or
      portions of the annual financial statements may have to be audited in
      accordance with the reporting requirements of Quantex. The cost of the
      independent accountants/auditors is the responsibility of Samlex. Samlex
      and Quantex will work together to find independent accountants/auditors
      that meet the requirements of Quantex, including the preparation of the
      financial statements in accordance with US generally accepted accounting
      principles. 



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	18) 	
      The Shareholder and one other representative of Samlex
      shall sit on the Advisory Board has assembled by Quantex. The purpose of
      the Advisory board is to set strategic goals for the whole organization
      and develop a plan for achieving those goals. The board will meet at least
      once a year. 

	 	
       

	19) 	
      Samlex shall provide audited financial statements for
      2004 and 2005 as soon as possible. 

	 	
       

	20) 	
      Quantex is responsible for having the Sale and Loan
      Agreement and the Shareholder Agreement. The Shareholder and the Lender
      are responsible for drafting the Lease Agreement and the Management
      contracts. All agreements and contracts shall be drafted to the
      satisfaction of all parties to this MOU. 

	 	
       

	21) 	
      The anticipated timeline for the closing of Sale and Loan
      Agreement is as follows: 




	   	•   	
      By December 31, 2005, the Sale and Loan Agreement will be
      signed by all parties to this MOU; 


	 	• 	
      Closing Date is 12:01am, Vancouver, BC time, on January
      1, 2006 

	           	•      
          	
      Audited financial statements of Samlex to be received by
      Quantex by January 31, 2006. Any material changes to the financial
      position of Samlex between those financial statements and financial
      statements dated November 24, as supplied by Samlex to the Purchaser shall
      result in a downward adjustment of the Purchase Price or termination of
      the Sale and Loan Agreement. 






	           
       	•      
            	
      Within 60 days of Quantex receiving the audited financial
      statements of Samlex, Quantex will cause the transfer of the Lender’s Loan
      amount to the Lender, as stipulated in the Sale and Loan Agreement. This
      timeframe is necessary to convert the financial statements to English and
      US GAAP if required by the Securities and Exchange Commission of the
      United States, and to allow the financing of the Lender’s Loan after the
      audited financial statements are reviewed by Quantex’s bankers. 










	22) 	All parties with use their best efforts to complete the Sale and Loan
      Agreement according to the time line referred to. However, delays beyond
      the control of the parties may necessitate the extension of the Closing
      Date. 


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THIS MOU IS NON-BINDING ON THE PARTIES AND THE SALE AND LOAN IS
SUBJECT TO THE APPROVAL OF ALL OF THE PARTIES TO THIS AGREEMENT AND THE
SATISFACTORY COMPLETION OF:

	 	• 	ALL AGREEMENTS SPECIFIED IN THIS MOU 
	 	• 	DUE DILIGENCE BY QUANTEX 
	 	• 	NEW BANKING ARRANGEMENTS BY SAMLEX 
	 	• 	FINANCING OF THIS TRANSACTION 



	AGREED BY: 	 	  
	 	 	 
	 	 	 
	/s/ Marcel van Veen	 	/s/ Marcel van Veen
	SAMLEX EUROPE B.V. 	 	Marcel van Veen 
	 	 	 
	 	 	 
	/s/ Marcel van Veen	 	/s/ Jacob van Veen
	MRC Holding B.V. 	 	Mati Holding B.V. 
	 	 	 
	 	 	 
	/s/ Jacob van Veen	 	/s/ Jonathon Dugdel
	Jacob van Veen 	 	Samlex America Inc. 
	 	 	 
	 	 	 
	/s/ Evan Baergen	 	/s/ Evan Baergen
	Quantex Capital (Canada) Corporation 	 	Quantex Capital Corporation



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