Filed by Automated Filing Services Inc. (604) 609-0244 - Quantex Capital Corporation - Exhibit 10.17






BEDDIS INTERNATIONAL LTD.

CONSULTING CONTRACT

THIS AGREEMENT made the 1st day of February, 2005.

	BETWEEN: 
	               
                         
         BEDDIS INTERNATIONAL LTD. a company duly 
	                                       incorporated
      pursuant to the laws of Delaware, USA, having an  
	               
                         
         office at #1925 – 700 West Georgia Street, Vancouver, British
    
	               
                         
         Columbia, V7Y 1A1 
	 
	               
                         
         (collectively herein referred to “Beddis”) 
	AND: 
	               
                         
         Mountainscape Management Services Ltd., with the address at
      5290 Oak Place, 
	               
                         
         Ladner, BC V4K 1L9 
	 
	               
                         
         (“Mountainscape”) 


WHEREAS:

(A) Beddis is in the business of investing in and acquiring
companies.

(B) Beddis desires to engage Mountainscape as a contractor of
Beddis and Mountainscape desires to work as a contractor for Beddis on the terms
and conditions set out herein.

NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in
consideration of the mutual covenants and agreements herein contained and for
good and valuable consideration it is agreed as follows: 

Employment

1. Beddis hereby employs Mountainscape and Mountainscape hereby
undertakes employment by Beddis upon and subject to the terms and conditions of
this Agreement.

Term and Extension

2. This Agreement will have an initial term (the “Initial
Term”) of one (1) year commencing on the execution of this Agreement and
terminating on the first anniversary thereof 




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Title and Reporting

3. Mountainscape will undertake to provide the services of Evan
Baergen (“Baergen”) who will have the title, President and Chief Executive
Officer. Baergen will report directly to, and will be subject to the lawful
and proper instructions and directions of, the Board of Directors
of Beddis.

Duties

4. During the Term, Mountainscape will carry out the duties of
overall management and have responsibility for such other matters and affairs of
Beddis as may be designated from time to time by the Board of Directors
of Beddis.

General Duties

5. During the Term, Mountainscape will well and faithfully
serve Beddis on a full-time basis, will use its best efforts to promote the
interests of Beddis and will devote full time, attention, skill and effort to
the performance of specific duties hereunder.

Compensation

6. In consideration for the services provided by Mountainscape
under this Agreement, Beddis will pay Mountainscape during the Term a gross
annual salary of CDN$80,000, payable in equal period instalments in accordance
with Beddis’s payroll policies and practices. 

7. Baergen is granted 500,000 stock options (“Option(s)”)
subject to a vesting schedule (the “Vesting Schedule”) as approved by the Board
of Directors of Beddis. Each Option will entitle Baergen to purchase one common
share of Beddis at US$0.30 per share for a period of three (3) years from the
date the Options are issued by Beddis subject to the Vesting Schedule.

8. Mountainscape is granted a signing bonus of US$30,000 upon
signing this Agreement, payable in common shares of Beddis issued from treasury
at a deemed value of US$0.30 per share.

9. Mountainscape is granted a profit sharing bonus of 2% of
Beddis consolidated Net Income Before Taxes as determined using Generally
Accepted Accounting Principles.

Reimbursement of Business Expenses

10. Beddis will reimburse Mountainscape for expenses actually
and properly incurred in connection with duties hereunder in accordance with the
policies and practices of Beddis.

Non-Competition

11. Mountainscape and Baergen covenant and agree that they will
not at any time during the duration of this Agreement and for a period of 12
months after its termination, either individually or in partnership or jointly
or in conjunction with any person or persons (including, without limitation, any
individual, firm, association, board, syndicate, company, corporation,
non-profit institution or other enterprise, entity or organization but excluding
Beddis or its 




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affiliates) as principal, agent, shareholder, officer,
director, investor, employee, contractor, consultant or in any other manner,
directly or indirectly, carry on or be engaged in or be concerned with or
interested in, or advise, invest in, lend money to, guarantee the debts or
obligations of, or permit his name to be used or employed by any person or
persons (including, without limitation, those outlined above) or engage in or be
concerned with or interested in any business carried on, which is the same as or
similar to or which directly or indirectly competes with the business or any
part thereof carried on by Beddis or its affiliates during the term of this
Agreement, except with the written permission of Beddis.

Non-Solicitation

12. Mountainscape and Baergen covenant and agree that they will
not, directly or indirectly, for a period of 12 months following the termination
of this Agreement, contact, solicit, or interfere with any of the persons who
are or were employees, contractors, consultants, agents, referral sources or
customers of Beddis or its affiliates if such solicitation or interference
assists or is related to any business, which is the same as or similar to or
which directly competes with the business or any part thereof as carried on by
Beddis or its affiliates, except with the written permission of Beddis.

Confidential Information

13. Mountainscape and Baergen acknowledge that, they will
acquire information about certain matters and things which are confidential to
Beddis and its affiliates, and which information is the exclusive property of
Beddis and its affiliates, including but not limited to any information that is,
on and after the date hereof, owned or developed by or for the benefit of Beddis
or its affiliates or developed by Mountainscape and Baergen in connection with
the business of Beddis or its affiliates, including, without limitation,

	 	(a) any information in respect of the business
      operations of Beddis and it’s subsidiaries; 
	 	
	 	(b) any information in respect of intellectual
      property owned or used by Beddis or its affiliates and all rights of
      Beddis or its affiliates therein, worldwide, whether registered or
      unregistered, including without limitation: 
	 	
	 	(c) any printed text, organizational or
      administrative plans, sales and marketing data or plans, financial plans,
      customer lists or information, pricing strategies or systems, computer
      software programs or other compilations of information; and 
	 	 
	 	(d) any other information or data received by
      Mountainscape and Baergen from Beddis or its affiliates that is identified
      as proprietary or confidential;


all of which are hereinafter called “Confidential
Information”.

Use of Confidential Information

14. Mountainscape and Baergen will not, without the prior
written consent of Beddis, either during (the “Term”) of the agreement or
thereafter




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(a) use any Confidential Information,
other than as is necessary to perform the duties as a contractor of Beddis, or
disclose to any person any Confidential Information or remove or aid in the
removal of Confidential Information or any communications, property or material
which relates thereto from Beddis’s premises, or

(b) permit, and will take all
reasonable precautions necessary or prudent to prevent, communications, property
or material containing or referring to Confidential Information from being
disclosed to or discovered, used or copied by any person, provided, however,
that the restrictions contained in this §11 do not apply to use or disclosure
that Mountainscape makes that is

(c) expressly permitted or contemplated
herein,

(d) strictly necessary to enable
Mountainscape to perform it’s obligations hereunder, 
or

(e) required pursuant to a final order
or judgement of a court of competent jurisdiction.

Undertaking

15. Mountainscape and Baergen acknowledge that such
Confidential Information as referred to in §13 above could be used to the
detriment of Beddis. Accordingly, Mountainscape and Baergen undertake to treat
confidentially all such information and agree not to disclose same to any third
party, either during or after the term of the Agreement.

Work for Hire

16. Mountainscape hereby acknowledges and agrees that all work
product (the “Work Product”) acquired, developed or created or caused to be
developed or created under or in connection with this agreement hereunder that
may be copyrighted, trademarked or subjected to patent registration or other
registration as intellectual property, including, without limitation, printed
text, formulas, plans, processes, documents, designs, drawings and computer data
or programs, will be considered works made for hire under the applicable laws of
Canada and the United States, and in this regard, Mountainscape will, upon
conception, creation or development of any such Work Product, disclose to Beddis
and, on demand, deliver, assign and transfer to Beddis, for nominal
consideration, all right, title and interest in and to the Work Product,
whereupon Beddis will own and will be entitled to register and hold in its own
name all copyrights, trademarks, patents and other applicable registrations in
respect of such Work Product. In addition, Mountainscape waives their moral
rights and rights of integrity in and to the Work Product.

Return of Materials

17. Immediately upon the termination of this with Beddis, or at
any prior time so requested by Beddis, Mountainscape will deliver to Beddis, all
records, files, computer disks, equipment, materials and other documents of
whatever kind and any copies thereof (including personal notes or memoranda)
which contain or in any way relate to any Confidential Information and which are
in Mountainscape’s possession or control.




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Beddis’s Property

18. Mountainscape understands and agrees that all items of
every nature and kind created by Mountainscape pursuant to this Agreement are
the property of Beddis. All items furnished by Beddis to Mountainscape, and all
equipment, credit cards, books, computer disks, records, reports, files,
manuals, daytimers, and Confidential Information, will remain and be considered
the exclusive property of Beddis at all times, and will be returned to Beddis in
good condition promptly on the termination, however caused.

Breach

19. Mountainscape acknowledges that a breach of any of the restrictions
  contained in §11, §12, §13, §14 and §15 would result
  in loss and damage to Beddis and that Beddis could not be adequately compensated
  for such damages by monetary award alone. Accordingly, Mountainscape agrees
  that in the event of any such breach, in addition to all of the remedies available
  to Beddis at law or in equity, Beddis will be entitled as a matter of right
  to apply to a court of competent equitable jurisdiction for relief by way of
  restraining order, injunction, decree or otherwise as may be appropriate to
  ensure compliance with the provisions herein contained.

Survival on Breach

20. The provisions set out in §8, §9, §11, §12, §13, §14 and
§15 will survive the termination of this Agreement. 

Acknowledgement

21. Mountainscape acknowledges that because of the unique
nature of Beddis’s business and the efforts expended by Beddis to develop the
business, the restrictions contained in §8, §9, §11, §12, §13, §14 and §15 are
reasonable for the protection of the business carried on by Beddis and waives
all defense to the strict enforcement thereof by Beddis.

Indemnity

22. Mountainscape will indemnify Beddis against all claims,
actions, losses, expenses, costs, or damages of every kind arising out of or
caused by the negligence Mountainscape.

Termination

23. Either Beddis or Mountainscape may terminate this Agreement
by giving the other party sixty (60) days’ written notice. Beddis may terminate
this Agreement immediately upon written notice, for just cause, including
Mountainscape’s failure or neglect in the proper performance of his
responsibilities and duties.

Sections and Headings

24. The division of this Agreement into Sections and the
insertion of headings are for the convenience of reference only and will not
affect the construction or interpretation of this Agreement. The terms “this
Agreement”, “hereof’, “hereunder” and similar expression refer to this Agreement
and not to any particular Section or other portion and include any agreement or





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instrument supplemental or ancillary to this Agreement. Unless
something in the subject matter or contest is inconsistent therewith, references
herein to Sections are to Sections of this Agreement.

Number

25. In this Agreement, words importing the singular number also
include the plural and vice versa and words importing the masculine
gender include the feminine and neuter genders and vice versa and words
importing persons include individuals, partnerships, associations, trusts,
unincorporated organizations and companies, and vice versa.

Benefit of Agreement

26. This Agreement will enure to the benefit of and be binding
upon the heirs, executors, administrators and legal personal representatives of
Mountainscape and the successors and assigns of Beddis respectively.

Entire Agreement

27. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and cancels and supersedes any
prior understandings and agreements between the parties hereto and respect
thereto. There are no representations, warranties, forms, conditions,
undertakings or collateral agreements, express, implied or statutory between the
parties other than as expressly set forth in this Agreement.

Amendments and Waivers

28. No amendment to this Agreement will be valid or binding
unless set forth in writing and duly executed by both parties. No waiver of any
breach or provision of this Agreement will be effective or binding unless made
in writing and signed by the party purporting to give the same and, unless
otherwise provided in the written waiver, will be limited to the specific breach
waived.

Assignment

29. Except as may be expressly provided in this Agreement, no
party may assign his or its rights or obligations under this Agreement without
the prior written consent of the other party.

Severability

30. If any provision of this Agreement is determined to be
invalid or unenforceable in whole or in part, such invalidity or
unenforceability will attach only to such provision or part thereof and remain
part of such provision and all other provisions hereof will continue in full
force and effect.

Notices

31. Any demand, notice or other communication (“Communication”)
to be made or given in connection with this Agreement, will be made or given in
writing and may be made or 




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given by personal delivery, email or by registered mail
addressed to the recipient at the address set out on Page 1 hereof or such other
address or individual as may be designated by Communication to either party. Any
Communication made or given by personal delivery will be conclusively deemed to
have been given on the day of actual delivery thereof, if made by email, on the
date of being sent and, if made or given by registered mail, on the third day,
other than a Saturday or statutory holiday in British Columbia, following the
deposit thereof in the mail. If the party giving any Communication knows or
ought reasonably to know of any difficulties with the postal system which might
affect the delivery of the mail, the party will ensure personal delivery of the
Communication.

Governing Law

32. This Agreement will be governed by and construed in
accordance with the laws of the Province of British Columbia and the laws of
Canada applicable therein.

Attornment

33. For the purposes of all legal proceedings, this Agreement
will be deemed to have been performed in the Province of British Columbia and
the Courts of the province of British Columbia will have jurisdiction to
entertain any action arising under this Agreement. Beddis and Mountainscape each
hereby attorn to the jurisdiction of the courts of the Province of British
Columbia provided that nothing herein contained will prevent Beddis from
proceeding at their election against Mountainscape in the Courts of any other
province or country.

Legal Advice

34. Mountainscape hereby acknowledges that it has carefully
read and considered the terms and conditions of this Agreement and that it has
been advised of it’s right to obtain independent legal advice in respect of this
Agreement and has obtained such advice or has expressly waived the right to
obtain independent legal advice.




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	    IN WITNESS WHEREOF the parties
      have executed this Agreement. 
	 
	Signed on behalf of 
	BEDDIS INTERNATIONAL LTD. 
	by: 
	  
	/s/ Matt Reams                                                 
	Matt Reams 
	 
	Signed, Sealed and Delivered by 
	MOUNTAINSCAPE MANAGEMENT 
	SERVICES LTD.
      in the presence of: 
	  
	/s/ L. Evan Baergen                                 
	L. Evan Baergen, Mountainscape
      Management Services Ltd.
	 
	5290 Oak Place, Ladner, BC, Canada                               
      
	Address