Filed by Automated Filing Services Inc. (604) 609-0244 - Quantum Energy Inc. - Exhibit 10.13






AGREEMENT

This Agreement made on this 31st
day of October, 2007 (the “Effective Date”).

BETWEEN:

QUANTUM ENERGY INC., a company
duly 
incorporated under the laws of Nevada and having its 
mailing
address at #1880 – 1066 West Hastings Street, 
Vancouver, British Columbia,
Canada.

(the “Borrower”);

OF THE FIRST PART 

AND: 

NITRO PETROLEUM INCORPORATED, a
company 
duly incorporated under the laws of Nevada and having an 
address
for notice and delivery located at 7250 NW 
Express Way, Suite 260, Oklahoma
City, OK 73121, USA 

(the “Lender”);

OF THE SECOND PART

WHEREAS:

	 	A. 	
      The Lender sold to the Borrower certain interests in the
      Corsicana Fields Project, Barnet Shale Formation, McKinney and Blackburn
      in Texas (collectively, the “Assets”);

	 	 	 
	 	B. 	
      A purchase price of the Assets in the amount of FOUR
      HUNDRED THOUSAND (USD $400,000) US dollars was paid by the Borrower to the
      Lender by the way of a promissory note dated September 1, 2006 and payable
      in full on November 1, 2006 (the “Note 1”), the Note 1 is attached to this
      Agreement as Schedule I;

	 	 	 
	 	C. 	
      Consequently the parties entered into extension agreement
      dated November 1, 2006 and February 28, 2007 altering the terms of the
      repayment, canceling Note 1 and Note 2, which are attached to this
      Agreement as Schedule II and IV; and

	 	 	 
	 	D. 	
      The parties now agreed to change the repayment terms
      again and to execute a new promissory note, attached as Schedule V, and
      for that purpose they are entering into this
Agreement.







NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration
of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE
AS FOLLOWS:

Extension Terms

	1. 	
      The Note 3 shall be cancelled.

	 	 
	2. 	
      The parties shall execute a new promissory note (the
      “Note 4”) on the Effective Date, which is attached as Schedule V to this
      Agreement.

	 	 
	3. 	
      The Borrower shall issue to the Lender 250,000 restricted
      shares of the Borrower’s common stock free and clear of all liens and
      other encumbrances.

	 	 
	4. 	
      The Borrower shall continue to grant to the Lender
      security interest over all of the Borrower’s assets as perfected by UCC-1
      filing in a state of Nevada, which shall be released upon repayment of the
      Note 4. The copy of the UCC-1 filing is attached as Schedule
  III.



Independent Legal Advice

	6. 	
      The Borrower acknowledges that it has been advised to
      retain and instruct independent legal counsel to advise it in respect of
      its rights and obligations pursuant to the execution of the Note 4 and the
      Borrower acknowledges that it has retained and instructed independent
      legal counsel or waived its right to do so.



Representations and Warranties

	7. 	
      The Borrower is duly incorporated under the laws of its
      jurisdiction of incorporation and is validly existing and in good standing
      with respect to all statutory filings required by the applicable corporate
      laws.

	 	 
	8. 	
      The Borrower is qualified to do business in those
      jurisdictions where it is necessary to fulfill its obligations under this
      Agreement and has the full power and authority to enter into this
      Agreement and any agreement or instrument referred to or contemplated by
      this Agreement.

	 	 
	9. 	
      The execution and delivery of this Agreement and the
      agreements contemplated hereby have been duly authorized by all necessary
      action, corporate or otherwise, or will have been so authorized at the
      relevant time.

	 	 
	10. 	
      This Agreement constitutes a legal, valid and binding
      obligation of the parties hereto enforceable against them in accordance
      with its terms, except as enforcement may be limited by laws of general
      application affecting the rights of creditors and the discretionary
      authority of courts of law.

	 	 
	11. 	
      The Borrower will employ good faith, due diligence, and
      best efforts to perform their respective obligations of this Agreement and
      will enter into such additional or collateral agreements as may be
      reasonably required by the Lender to effect and complete the objects and
      intent of this Agreement.



2




General

	7. 	
      Each notice, demand or other communication required or
      permitted to be given under this Agreement shall be in writing and shall
      be sent by prepaid registered mail addressed to the party entitled to
      receive it, or delivered to such party, at the address for such party
      specified above. The date of receipt of such notice, demand or other
      communication shall be the date of delivery if delivered, or, if given by
      registered mail, shall be deemed to be the third calendar day after the
      notice have been so mailed, except in the case of interruption of postal
      services for any reason whatsoever, in which case the date of receipt
      shall be the date on which the notice, demand or other communication is
      actually received by the addressee.

	 	 
	8. 	
      This Agreement constitutes the entire agreement to date
      between the parties hereto and supersedes every previous agreement,
      communication, expectation, negotiation, representation or understanding,
      whether oral or written, express or implied, statutory or otherwise,
      between the parties hereto with respect to the subject matter of this
      Agreement.

	 	 
	9. 	
      This Agreement will enure to the benefit of and will be
      binding upon the parties hereto, their respective heirs, executors,
      administrators and assigns.

	 	 
	10. 	
      The Schedules to this Agreement are hereby incorporated
      by reference into this Agreement in its entirety.

	 	 
	11. 	
      Time shall be of the essence of this Agreement.

	 	 
	12. 	
      The situs of this Agreement is Vancouver, British
      Columbia, and for all purposes this Agreement will be governed exclusively
      by and construed and enforced in accordance with the laws and Courts of
      the Province of British Columbia.

	 	 
	13. 	
      The parties hereby, jointly and severally, covenant and
      agree to forthwith, upon request, execute and deliver, or cause to be
      executed and delivered, such further and other deeds, documents,
      assurances and instructions as may be required by the parties hereto or
      their respective counsel in order to carry out the true nature and intent
      of this Agreement.

	 	 
	14. 	
      Unless otherwise stipulated, all payments required to be
      made pursuant to the provisions of this Agreement and all money amount
      references contained herein are in lawful currency of the U.S.A.

	 	 
	15. 	
      Each article, section, paragraph, term and provision of
      this Agreement, and any portion thereof, shall be considered severable,
      and if, for any reason, any portion of this Agreement is determined to be
      invalid, contrary to or in conflict with any applicable present or future
      law, rule or regulation in a final unappealable ruling issued by any
      court, agency or tribunal with valid jurisdiction, that ruling shall not
      impair the operation of, or have any other effect upon, such other
      portions of this Agreement, all of which shall remain binding on the
      parties and continue to be given full force and
effect.



3





	16. 	
      This Agreement may be signed by the parties hereto in as
      many counterparts as may be necessary and, if required, by facsimile, each
      of which so signed being deemed to be an original, and such counterparts
      together shall constitute one and the same instrument and notwithstanding
      the date of execution will be deemed to bear the Effective Date as set
      forth on the front page of this Agreement.



IN WITNESS WHEREOF each of the parties hereto has set their
respective hands and seals in the presence of their duly authorized signatories
as of the Effective Date determined hereinabove.

	The COMMON SEAL of 	) 	  
	QUANTUM ENERGY INC. 	) 	  
	the Borrower, 	) 	  
	was affixed in the presence of: 	) 	c/s 
	  	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	The COMMON SEAL of 	) 	  
	NITRO PETROLEUM INC. 	) 	  
	the Lender, 	) 	  
	was affixed in the presence of: 	) 	c/s 
	  	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  


4




Schedule I - CANCELLED 

SCHEDULE “B” 

P R O M I S S O R Y N O T E 1

	$400,000.00 (USD) 	DUE: November 01,2006 


Vancouver, British Columbia

Dated: September 01, 2006

FOR VALUE RECEIVED, QUANTUM ENERGY, INC. (hereinafter
referred to as the “Borrower”), of 1880 – 1066 West Hastings Street, Vancouver,
British Columbia, HEREBY PROMISES TO PAY to the order of NITRO PETROLEUM
INCORPORATED (hereinafter referred to as the “Lender”), of #29 – 3800
Pinnacle Way, Gallaghers Canyon, Kelowna, British Columbia, the principal sum of
Four Hundred Thousand ($400,000.00) Dollars of lawful money of the United
States.

	 	1. 	
      The Borrower will repay the principal sum outstanding on
      or before November 01, 2006, at the offices of the Lender; and

	 	 	 
	 	2. 	
      The Borrower, if it duly observes and performs all of the
      covenants on its part to be observed and performed, is at liberty from
      time to time to pay off all or any part of the principal as remains unpaid
      or any part of it, without notice or bonus.



THE BORROWER HEREBY waives demand and presentment for payment
and notices of non-payment or protest of this Note.

	THE CORPORATE SEAL OF 	) 	  
	QUANTUM ENERGY, INC. 	) 	  
	was affixed hereto in the presence of: 	) 	  
	  	) 	  
	  	) 	c/s 
	Authorized Signatory 	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  
	  	  	  
	THE CORPORATE SEAL OF 	) 	  
	NITRO PETROLEUM 	) 	  
	INCORPORATED was affixed hereto 	) 	  
	in the presence of: 	) 	  
	  	) 	  
	  	) 	c/s 
	Authorized Signatory 	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  


5




Schedule II- CANCELLED

P R O M I S S O R Y N O T E 2

	$400,000.00 (USD) 	DUE: February 28, 2007 


Vancouver, British Columbia 

Dated: November 01, 2006

FOR VALUE RECEIVED, QUANTUM ENERGY, INC. (the
“Borrower”), of 1880 –1066 West Hastings Street, Vancouver, British Columbia,
HEREBY PROMISES TO PAY to the order of NITRO PETROLEUM INCORPORATED (the
“Lender”), of #29 – 3800 Pinnacle Way, Gallaghers Canyon, Kelowna, British
Columbia, the principal sum of Four Hundred Thousand ($400,000.00) Dollars of
lawful money of the United States together with interest at ten (10 %) percent
per annum calculated monthly, not in advance, after as well as before maturity
or default, on the amount of principal from time to time remaining unpaid.

	 	1. 	
      The Borrowers will repay the principal sum outstanding on
      February 28, 2007 together with interest accruing thereon at the aforesaid
      rate, at the offices of the Lender;

	 	 	 
	 	2. 	
      The Borrower, if it duly observes and performs all of the
      covenants on its part to be observed and performed, is at liberty from
      time to time to pay off all or any part of the principal as remains unpaid
      or any part of it, together with applicable interest on the amount of
      principal so paid to the date of such payment without notice or bonus;
      and

	 	 	 
	 	3. 	
      Default in the payment of principal or interest required
      by the Lender at the sole option of the holder of this Note, renders the
      entire unpaid balance of principal and accrued interest immediately due
      and payable.



THE BORROWER HEREBY waives demand and presentment for payment
and notices of non-payment or protest of this Note.

	THE CORPORATE SEAL OF 	) 	  
	QUANTUM ENERGY, INC. 	) 	  
	was affixed hereto in the presence of:) 	  	  
	  	) 	  
	  	) 	c/s 
	Authorized Signatory 	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  
	  	  	  
	THE CORPORATE SEAL OF 	) 	  
	NITRO PETROLEUM 	) 	  
	INCORPORATED was affixed hereto 	) 	  
	in the presence of: 	) 	  
	  	) 	  
	  	) 	c/s 
	Authorized Signatory 	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  


6




Schedule III

UCC -1 filing in a state of Nevada

7




Schedule IV- CANCELLED

P R O M I S S O R Y N O T E 3

	$400,000.00 (USD) 	DUE: October 31, 2007 


Vancouver, British Columbia 

Dated: February 28, 2007

FOR VALUE RECEIVED, QUANTUM ENERGY, INC. (the
“Borrower”), of 1880 –1066 West Hastings Street, Vancouver, British Columbia,
HEREBY PROMISES TO PAY to the order of NITRO PETROLEUM INCORPORATED (the
“Lender”), of #29 – 3800 Pinnacle Way, Gallaghers Canyon, Kelowna, British
Columbia, the principal sum of Four Hundred Thousand ($400,000.00) Dollars of
lawful money of the United States together with interest at ten (10 %) percent
per annum calculated monthly, not in advance, after as well as before maturity
or default, on the amount of principal from time to time remaining unpaid.

	 	1. 	
      The Borrowers will repay the principal sum outstanding on
      October 31, 2007 together with interest accruing thereon at the aforesaid
      rate, at the offices of the Lender;

	 	 	 
	 	4. 	
      The Borrower, if it duly observes and performs all of the
      covenants on its part to be observed and performed, is at liberty from
      time to time to pay off all or any part of the principal as remains unpaid
      or any part of it, together with applicable interest on the amount of
      principal so paid to the date of such payment without notice or bonus;
      and

	 	 	 
	 	5. 	
      Default in the payment of principal or interest required
      by the Lender at the sole option of the holder of this Note, renders the
      entire unpaid balance of principal and accrued interest immediately due
      and payable.



THE BORROWER HEREBY waives demand and presentment for payment
and notices of non-payment or protest of this Note.

	THE CORPORATE SEAL OF 	) 	  
	QUANTUM ENERGY, INC. 	) 	  
	was affixed hereto in the presence of: 	) 	  
	  	) 	  
	  	) 	c/s 
	Authorized Signatory 	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  
	  	  	  
	THE CORPORATE SEAL OF 	) 	  
	NITRO PETROLEUM 	) 	  
	INCORPORATED was affixed hereto 	) 	  
	in the presence of: 	) 	  
	  	) 	  
	  	) 	c/s 
	Authorized Signatory 	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  


8




SCHEDULE V

P R O M I S S O R Y N O T E 4

	$400,000.00 (USD) 	DUE: February 28, 2008 


Vancouver, British Columbia

 Dated: October 31, 2007

FOR VALUE RECEIVED, QUANTUM ENERGY, INC. (the
“Borrower”), of 1880 –1066 West Hastings Street, Vancouver, British Columbia,
HEREBY PROMISES TO PAY to the order of NITRO PETROLEUM INCORPORATED (the
“Lender”), of #29 – 3800 Pinnacle Way, Gallaghers Canyon, Kelowna, British
Columbia, the principal sum of Four Hundred Thousand ($400,000.00) Dollars of
lawful money of the United States together with interest at ten (10 %) percent
per annum calculated monthly, not in advance, after as well as before maturity
or default, on the amount of principal from time to time remaining unpaid.

	 	1. 	
      The Borrowers will repay the principal sum outstanding on
      February 28, 2008 together with interest accruing thereon at the aforesaid
      rate, at the offices of the Lender;

	 	 	 
	 	6. 	
      The Borrower, if it duly observes and performs all of the
      covenants on its part to be observed and performed, is at liberty from
      time to time to pay off all or any part of the principal as remains unpaid
      or any part of it, together with applicable interest on the amount of
      principal so paid to the date of such payment without notice or bonus;
      and

	 	 	 
	 	7. 	
      Default in the payment of principal or interest required
      by the Lender at the sole option of the holder of this Note, renders the
      entire unpaid balance of principal and accrued interest immediately due
      and payable.



THE BORROWER HEREBY waives demand and presentment for payment
and notices of non-payment or protest of this Note.

	THE CORPORATE SEAL OF 	) 	  
	QUANTUM ENERGY, INC. 	) 	  
	was affixed hereto in the presence of: 	) 	  
	  	) 	  
	  	) 	c/s 
	Authorized Signatory 	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  
	  	  	  
	THE CORPORATE SEAL OF 	) 	  
	NITRO PETROLEUM 	) 	  
	INCORPORATED was affixed hereto 	) 	  
	in the presence of: 	) 	  
	  	) 	  
	  	) 	c/s 
	Authorized Signatory 	) 	  
	  	) 	  
	  	) 	  
	Authorized Signatory 	) 	  


9