Filed by Automated Filing Services Inc. (604) 609-0244 - Quantex Capital Corporation - Exhibit 10.14






December 10, 2004

Beddis International Ltd. (“Beddis” or the
“Company”)
C/O Suite 1525 - 625 Howe Street 
Vancouver, BC, V6C
2T6

Attention: Matt Reams, President 

Dear Sirs:


	Re: 	Corporate Advisory Engagement
      of Graydon Elliott Capital Corporation
      (“GECC” or the “Advisor”) 




The Company and the Advisor entered into an engagement
agreement dated for reference June 29, 2004 (the “Original Agreement”) whereby
the Advisor was engaged to act as an agent to the Company to assist in raising
up to approximately US$1,500,000 (equivalent to CDN$1,950,000), or such other
amount as the parties may mutually agree, through debt and/or equity financings
(collectively referred to as the “Financing”). The Acquisition as contemplated
by the Original Agreement did not complete. The Company and the Advisor wish to
terminate the Original Agreement and enter into this advisory agreement (the
“Advisory Agreement”) whereby the Advisor agrees to act as a corporate advisor
to the Company to assist in the Company’s reorganization and restructuring. The
Company and the Advisor agree that the agency engagement with respect to the
Financing is hereby terminated as the Company could not produce the required
information necessary to proceed.

All references to dollar amounts in this Advisory Agreement are
expressed in US Dollars, unless otherwise specified. The currency translation
herein is based on the exchange rate of US$1 = CDN$1.30.

SCOPE OF WORK

The Company acknowledges and agrees that the Advisor has
reviewed the history of the Company including its corporate filings, securities
issues, trading history, business dealings and advised on the ability of the
Company to restructure itself in order to obtain assets and financing from the
financial community. As a result of the review, the Advisor has proposed and the
Company has accepted the recommendation to propose a five and one half to one
reverse split of the Company’s common shares. With this favourable share
structure, the Advisor is confident that once the Company identifies a new
business opportunity, the Advisor will be able to assist in raising the
necessary capital.

The Company also acknowledges that as a result of the review of
its history, the Advisor has introduced the Company to a merchant banking
company in order that the Company avail itself of those services to analyze
opportunities and assess the risks of any business 





	Beddis International Ltd. 	Page 2 
	 	 


opportunity reviewed by the Company. Once a business
opportunity has been identified and a restructuring, if recommended, completed,
the Advisor shall assist the Company in attaining the necessary financing as
required by the reorganization. 

As an Advisor, once a suitable target is identified by the
Company, the Advisor will perform a comprehensive analysis and evaluation to
present the corporate funding opportunity of the reorganization to the
Company.

CORPORATE ADVISORY FEE

The Company acknowledges and agrees that the Acquisition as
contemplated in the Original Agreement could not be completed due to among other
factors, the history of the Company and the state of its financial affairs. The
Company acknowledges that the Advisor has performed valuable services to the
Company and for those services and continued services to the Company, the
Company hereby agrees to pay to the Advisor the sum of US$250,000 (equivalent to
CDN$325,000) (the “Cash Fee”) and issue to the Advisor 10,000,000 shares of
common stock (the “Shares Fee”) of the Company. 

PIGGY-BACK REGISTRATION

We require that all the Corporate Advisory Fee Shares have
piggyback registration rights with any registration statements filed with the US
SEC in the United States by the Company.

EXPENSES

The Company agrees to be responsible for all reasonable
expenses incurred by the Advisor, whether or not it is completed and therefore
this obligation shall survive the termination of this Advisory Agreement,
including all fees and disbursements of the Advisor’s legal counsel. The Company
shall also pay any applicable GST and PST on the foregoing amounts. 

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

OTHERS

The Company covenants and agrees to sign and deliver to the
Advisor, concurrently with the execution and delivery to the Advisor of this
Advisory Agreement, an indemnity as provided for in Appendix A attached hereto.
This indemnity will survive the termination 



 

	Beddis International Ltd. 	Page 3
	 	 



of this Advisory Agreement and shall remain in full force and effect regardless of any investigation made by or on behalf of the Advisor.


The Company recognizes and confirms that the Advisor in acting pursuant to this Advisory Agreement 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 Advisor 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 Advisor 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 Advisor or provide the Advisor with access to all such information, data, documents, advice and opinions respecting the Company as the Advisor 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 Advisor 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 Advisor from time to time.


To the extent that it could reasonably be concluded to be relevant, the Company shall keep the Advisor fully advised at all times of the activities of the Company.


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 Advisor, (d) shall be binding upon and inure to the benefit of
the Company, the Advisor, and the other Indemnified parties and their respective successors and assigns.


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.


If the proposed terms are acceptable to you, please sign and return one copy of this letter agreement to the attention of Herrick Lau (Fax: 604-294-2403) whereupon the terms and 




 

	Beddis International Ltd. 	Page 4
	 	 


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

 

	/s/ Rodney Gelineau 	 
	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 10 day of December, 2004.

BEDDIS INTERNATIONAL LTD.

 

	/s/ Matt Reams 	 
	Matt Reams 	 
	President 	 






APPENDIX A

Indemnity Agreement

In connection with the engagement (the “Engagement”) of Graydon
Elliott Capital Corporation (the “Advisor”), pursuant to an corporate advisory
agreement (the “Advisory Agreement”) between the Advisor and Beddis
International Ltd. (the “Indemnitor”) dated December 10, 2004, the Indemnitor
hereby agrees to indemnify and hold harmless the Advisor, each of its
subsidiaries and each of its directors, officers, employees, partners, Advisors
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 Advisor 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 Advisor or any other Indemnified Party on the other hand
but also the relative fault of the Indemnitor, the Advisor 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 Advisor under the Advisory Agreement.

The Indemnitor will not, without the Advisor’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 Advisor 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 Advisor 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 Advisor 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 Advisor 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 Advisor 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 Advisor 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 Advisor and
the other Indemnified Parties. The foregoing provisions shall survive the
completion of the Engagement or any termination of the Advisory Agreement.

Dated as of this 10th day of December, 2004. 

	Graydon Elliott Capital Corporation 	 	Beddis International Ltd. 
	By its authorized signatory: 	 	By its authorized signatory: 
	  	 	  
	  	 	  
	/s/ Rodney Gelineau
      	 	/s/
      Matt Reams 
	Rodney Gelineau 	 	Matt Reams 
	President & CEO 	 	President