SERVICES
AGREEMENT


 


THIS
AGREEMENT (this “Agreement”) is made as of October 29, 2015 (the “Effective Date”) by and between Aranea
Partners, Inc. a company organized under the laws of the State of New Jersey with a place of business at 43 Orchard Lane, Colts
Neck NJ 07722 (“Aranea”) and QuantumSphere, Inc., a corporation organized under the laws of the State of Nevada
and with a place of business at 2905 Tech Center Drive, Santa Ana, CA 92705 (“Company”).


 


In
consideration of the mutual covenants set forth in this Agreement, Aranea and Company hereby agree to an exchange of cash and
restricted Company stock for professional services under the following terms and conditions:


 


	1.	Services
	 	 
	 	Aranea
    agrees to provide, and Company agrees to accept and pay for in accordance with Section 2 below, services as set forth in Appendix
    A to be executed by both parties and annexed hereto as a part hereof (“Services”).
    Aranea shall perform the services in a diligent, prudent and professional manner, and shall serve as an independent contractor
    in providing the Services. Aranea shall not have any right, power or authority to bind or commit Company to any act, service
    or commitment. This Agreement and the Services are based on the Capital Markets Awareness Proposal prepared by Aranea dated
    Oct 29, 2015.
	 	 
	2.	Consideration
	 	 
	 	Company
    shall pay to Aranea the following compensation for the Services:


 


	 	1)	Restricted
    common stock shares (the “Shares”) of the Company (the “Equity Fee”) payable according to the following
    schedule:


 


	 	 	a)	33,333
    (Thirty three thousand, three hundred and thirty three) Shares of restricted common stock within 5 business days of execution
    of this Agreement


 


	 	 	The
    Company represents that any Shares issued by the Company for payment of the Equity Fee are or will be duly authorized, validly
    issued, fully paid and nonassesable. 


 


	 	The
    Equity Fee shall be referred to as the “Fee”.


 


	3.	Term
    of Service
	 	 
	 	The
    term of this Agreement is one (1) month, to begin on the Effective Date and ending on November 29, 2015 (the “Expiration
    Date”). 
	 	 
	 	All
    information supplied by one party to the other party in connection with this Agreement shall be given in confidence. Neither
    party shall disclose any such information to any third party without prior consent of the other party. Both parties shall
    take such precautions, contractual or otherwise, as shall be reasonably necessary to prevent unauthorized disclosure of such
    information by their employees during the term of this Agreement and for a period of six months (6) thereafter. 


 


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	4.	Entire
    Agreement
	 	 
	 	This
    Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all
    prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification
    of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
	 	 
	5.	Governing
    Law
	 	 
	 	This
    Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without reference to conflict
    of laws principles. 
	 	 
	6.	Waiver
	 	 
	 	The
    waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall
    not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every
    term and condition of this Agreement.
	 	 
	7.	No
    Right to Assign
	 	 
	 	Neither
    party has the right to assign, sell, modify, or otherwise alter this Agreement, except upon the express written advance approval
    of the other party, which consent can be withheld for any reason. 
	 	 
	8.	Further
    Assurances
	 	 
	 	At
    any time or from time to time after any issuance of securities, the parties agree to cooperate with each other, and at the
    request of the other party, to execute and deliver any further instruments or documents and to take all such further action
    as the other party may reasonably request in order to evidence or effectuate the consummation of such issuance.
	 	 
	9.	Severability
	 	 
	 	The
    parties agree to replace any such invalid or unenforceable provision with a new provision that has the most nearly similar
    permissible economic and legal effect.
	 	 
	10.	Force
    Majeure
	 	 
	 	Except
    for the obligation to pay money, neither party shall be liable to the other party for any failure or delay in performance
    caused by acts of God, fires, floods, strikes, whether legal or illegal, water damage, riots, epidemics or any other causes
    beyond such party’s reasonable control, and such failure or delay will not constitute a breach of this Agreement. 


 


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The
parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety
and duly bind their respective principals by their signatures below.


 


EXECUTED
as of the date first written above.


 


	Aranea
    Partners, Inc. (“Aranea”)	 	QuantumSphere,
    Inc. (“Company”)


 


	By:	/s/
    Ryan Aldridge	 	By:	/s/
    Kevin Maloney
	 	Ryan
    Aldridge	 	 	Kevin
    Maloney
	 	 	 	 	 
	Title:	President	 	Title:	Chief
    Executive Officer


 


	Date
    signed: October 29, 2015	 	Date
    signed: October 30, 2015


 


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Appendix
A – Services to be provided to Company by Aranea


 


	●	Introductions
    (phone calls and face to face meetings) with multi and single family offices and professional investors
	 	 
	●	Introductions
    to brokers, fund managers and other financial service providers that can support Company’s business development and
    financing objectives
	 	 
	●	NYC
    roadshow


 


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