Filed by Automated Filing Services Inc. (604) 609-0244 -






October 9, 2005

	Contract
      	1
      
	           Funding
      Arrangements 	1
      
	           Livery
      	2
      
	           Operations
      	3
      
	     Livery
      	4
      
	           Budgets 	5
	           Driver
      Agreements 	8
	     2006 Schedule 	9


Contract

Between

Mike Shank Racing and Quantex Capital Corporation

This agreement is executed by and between Michael Shank Racing
Services Inc. hereinafter referred to as “Mike Shank Racing” hereby duly
represented by Michael Shank and Quantex Capital Corporation. hereinafter
referred to as “Quantex” and duly represented by Evan Baergen.

The Team and Quantex Capital Corporation declare their
domiciles as:

Michael Shank Racing Services Inc. 
167 Cypress
St.
Reynoldsburg, Ohio 
43068

Quantex Capital Corporation 
Suite 205 – 4840 Delta Street

Delta, B.C. V4R 2T6

Funding Arrangements

	
    Quantex Capital Corporation to provide $350,000USD to
      Mike Shank Racing as the operator for Graydon Elliott Motorsports.
      	Quantex Capital Corporation Terms: Quantex Capital Corporation to
          wire transfer 11 equal payments of $31,818.66USD to the bank account
          of Mike Shank Racing on January 5, 2006 until November 5, 2006


    

    

  





Livery

	Graydon Elliott Management Corp to be the Primary sponsor with the
  substantial portion of the car and predominant colors to be in the choice of
  Graydon Elliott Management Corp.
  
	Team name to be Graydon Elliott Fusion Racing with MSR.
  
	Graydon Elliott Fusion Racing with MSR to create new logos and branding
  for 2006 season.
  
	Mears Transportation Group to be provided space on the car as per Appendix
  “A”. The letter “A” on the car designated for Mears Transportation Group.
  
	Quantex Capital Corporation to be provided space on the car as per
  Appendix “A”. The letters “C” and “G” will denote the spots on the car
  designated for Quantex Capital Corporation.
  
	It is anticipated that HD Studios will be providing the $75,000 for Rodney
  Gelineau as described under funding arrangements. If this comes to fruition,
  Letter “B” and “D” in Appendix “A”
  
	Additional Sponsors to allocate space based on letter’s “E”, “H”, and “F”.

  
	The back wing will be left open for Charity and Sponsorship promotion as
  decided by Graydon Elliott Fusion Racing with MSR. 





Operations

	Graydon Elliott Fusion Racing with MSR to engage Mike Shank Racing as the
    operator for Graydon Elliott Fusion Racing with MSR.
	As part of Mears Transportation Group contribution, Paul Mears will be available
    to drive in the following races:
    	24 Hours of Daytona, Jan 26-28
	Watkins Glen (6hr), June 2-3
	Miller Motorsports Park (9hr), Aug 31 – Sept 2
	Homestead-Miami Speedway, March 23-25
	Daytona Int Speedway, June 29
	Watkins Glen, August 10


  
	As part of Mears Transportation Group contribution, Paul Mears to provide
    car and use of spares associated with the operating team.
	Budget and use of proceeds above budget to be approved by Graydon Elliott
    Fusion Racing with MSR.


	Date: Oct 21, 2005                                   	Date: ____________________________
	 	 
	 	 
	/s/ Evan Baergen                                    	/s/ Michael Shank                                     
	Evan Baergen 	Michael Shank 
	CEO, Quantex Capital Corp 	President, Mike Shank Racing Services 
	  	Inc. 






Appendix A 

Livery