Exhibit
      10.1

    


    SAMDREW
      V, INC.

    


    January
      2, 2007

    


    Kevin
      Maloney, CEO

    QuantumSphere,
      Inc.

    2905
      Tech
      Center Dr.

    Santa
      Ana, CA 92705

    


    Re:
      Letter of Intent for Reverse Merger

    


    Dear
      Mr.
      Maloney:

    


    Further
      to our recent discussions, this letter of intent summarizes the terms upon
      which
      Samdrew V, Inc. (“Samdrew”) intends to combine with QuantumSphere, Inc.
      (“QuantumSphere”) either through a merger between QuantumSphere and a wholly
      owned subsidiary of Samdrew, or an exchange of shares of stock of QuantumSphere
      for shares of common stock, par value $.0001 per share (“Common Stock”) of
      Samdrew (the “Merger”). The parties intend to begin preparation of agreements
      necessary for the Merger (“Definitive Agreements”) in accordance with the
      following terms:

    


    
      	 	
              1.

            	
              Merger.
                At
                closing of the Merger (“Closing”), an estimated 5,241,180 shares of Common
                Stock, options to purchase an estimated 1,693,792 shares of Common
                Stock,
                and warrants to purchase an estimated 3,492,823 shares of Common
                Stock
                will be issued to the current shareholders, option holders and warrant
                holders of QuantumSphere, respectively, in addition to shares or
                other
                securities to be issued in connection with the Financing (as defined
                below). As a result, an estimated 10,427,795 shares of Common Stock,
                calculated on a fully diluted basis, will be outstanding upon Closing
                but
                prior to the Financing and excluding the shares of Common Stock to
                be
                retained by the Samdrew founders. Upon the consummation of the Financing,
                it is estimated that up to 1,846,154 shares of Common Stock and warrants
                to purchase up to 923,077 shares of Common Stock will be issued therein.
                Upon the consummation of the Financing and the issuance of Common
                Stock,
                options and warrants in exchange for 100% of the outstanding securities
                of
                QuantumSphere, the Samdrew founders, collectively, shall hold $1,000,000
                of Common Stock following the Closing, calculated on a fully diluted
                basis. The number of shares of Common Stock to be issued to the Samdrew
                founders, collectively, shall be based upon the price per share of
                the
                Common Stock to be issued pursuant to the private placement referred
                to in
                Section 2 below.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              2.

            	
              Private
                Placement. A
                condition to Closing for Samdrew will be the completion of a private
                placement of securities raising gross proceeds of at least $3 million
                on
                terms reasonably acceptable to Samdrew (the
                “Financing”).

            


    

    


    
      	 	
              3.

            	
              Registration;
                Lock-Up. After
                the Closing, Samdrew, at its cost, will register for resale all currently
                outstanding shares of Samdrew Common Stock (“Samdrew Founder Shares”). The
                registration statement will be filed within 45 days after Closing,
                and
                become effective no more than 150 days after Closing; provided, however,
                in the event the registration statement is not declared effective
                by the
                150th
                day following the Closing due to comments provided by the Securities
                and
                Exchange Commission relating to Rule 415 of the Securities Act of
                1933, as
                amended, then the 150 day deadline shall be extended for an additional
                60
                days. If Samdrew fails to meet either of these deadlines, Samdrew
                will
                issue additional Common Stock to the current Samdrew shareholders
                in an
                amount equal to 1.5% per month of the value of the Samdrew Founder
                Shares
                on the date of Closing (“Closing Date Value”) until the obligation to file
                or obtain effectiveness, as applicable, is satisfied. If Samdrew
                does not
                obtain the effectiveness of such registration within 12 months after
                Closing, the holders of Samdrew Founder Shares will have the option
                either
                (a) to resell the Samdrew Founder Shares back to Samdrew for a cash
                payment equal to 110% of the Closing Date Value or (b) continue to
                receive
                a penalty equal to 1.5% per month of the Closing Date Value, in the
                form
                of shares or cash, at the option of such holder.
                

            


    

    


    A.  Lock-Up.
      Each of
      the founders of Samdrew shall enter into a lock-up agreement prohibiting the
      sale of their respective shares prior to the one (1) year anniversary of
      Closing. 

    


    
      	 	
              4.

            	
              Additional
                Conditions. All
                necessary consents of third parties will be obtained prior to Closing.
                Definitive Agreements will contain customary representations, warranties
                and covenants. The board of directors of Samdrew and the board of
                directors and shareholders of QuantumSphere shall have approved the
                Definitive Agreements. Closing will occur as soon as practicable,
                but the
                parties desire Closing be completed no later than March 31,
                2007.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              5.

            	
              No-Shop.
                In consideration of the expense and effort that will be expended
                by
                Samdrew in due diligence and the negotiation of the Definitive Agreements,
                neither QuantumSphere nor its affiliates will, directly or indirectly,
                solicit or entertain offers from, negotiate with or in any manner
                encourage, discuss, accept or consider any proposal of any other
                person or
                entity relating to a transaction of the type set forth herein or
                any other
                potential merger, acquisition, sale or financing transaction (other
                than a
                financing to take place contemporaneous with the Closing) until the
                earlier to occur of the Closing, the date on which Samdrew and
                QuantumSphere mutually agree in writing to discontinue negotiations
                regarding such a transaction on the terms set forth herein or March
                31,
                2007.

            


    

    


    
      	 	
              6.

            	
              Definitive
                Agreements;
                Consents.
                Samdrew and QuantumSphere shall negotiate in good faith to arrive
                at
                mutually acceptable Definitive Agreements for approval, execution
                and
                delivery on the earliest practicable date. The parties shall cooperate
                with each other and proceed, as promptly as is reasonably practicable,
                to
                seek to obtain all necessary consents and approvals, if any, from
                third
                parties or governmental entities, and to endeavor to comply with
                all other
                legal or contractual requirements for, or preconditions to, the execution
                and consummation of the Definitive
                Agreements.

            


    

    


    
      	 	
              7.

            	
              Confidentiality.
                The parties each covenant and agree that, except as consented to
                by the
                parties, neither they nor any of their respective officers, directors,
                employees, agents or representatives will disclose any confidential
                information of the other to any third party, except (i) as required
                by law
                or regulation (including applicable securities regulations), or (ii)
                to a
                party’s accountants, lawyers, employees, advisors and representatives in
                connection with evaluating whether to proceed with negotiating and
                closing
                the transactions contemplated herein or (iii) in connection with
                obtaining
                consents required by the Definitive
                Agreements.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              8.

            	
              Costs.
                Each party shall be responsible for and bear all of their own costs
                and
                expenses incurred in connection with the proposed transaction, except
                that
                QuantumSphere shall reimburse Samdrew for its counsel fees and expenses,
                in the amount of $50,000, but only upon a
                Closing.

            


    

    


    
      	 	
              9.

            	
              No
                Material Changes in Business.
                From and after the date of this letter of intent until the earliest
                to
                occur of the termination of this letter of intent, March 31, 2007
                or the
                date of execution of the Definitive Agreements, QuantumSphere will
                use
                commercially reasonable efforts to maintain the business in accordance
                with its customary practices and otherwise to conduct its business
                in the
                ordinary course in the manner in which it has heretofore been conducted
                and to preserve its business relationships with customers, suppliers
                and
                content providers. During such time, QuantumSphere shall notify Samdrew
                of
                any action outside the ordinary course of business or any commitment
                involving more than $20,000.

            


    

    


    
      	 	
              10.

            	
              Binding
                Nature of Letter.
                Sections 1-4 of this letter of intent (the “Non-Binding Provisions”)
                reflect our mutual understanding of the matters described in them,
                but
                each party acknowledges that the Nonbinding Provisions are not intended
                to
                create or constitute any legally binding obligation between the parties.
                No party to this letter of intent shall have any liability to any
                other
                party based upon, arising from, or relating to the Nonbinding Provisions.
                Sections 5-11 of this letter of intent (the “Binding Provisions”) shall
                constitute the legally binding and enforceable agreement of the parties
                (in recognition of the significant costs to be borne by the parties
                in
                pursuing the transactions set forth herein). The Binding Provisions
                (along
                with the rest of this letter of intent) may be terminated (A) by
                mutual
                written consent of both parties; or (B) upon written notice by either
                party to the other if the Definitive Agreements have not been executed
                by
                January 31, 2007, provided, however, that the termination of the
                Binding
                Provisions shall not affect the liability for breach of any of the
                Binding
                Provisions prior to the
                termination.

            


    

    


    
      	 	
              11.

            	
              Counterparts,
                etc.
                This letter of intent may be executed in separate counterparts, none
                of
                which need contain all the signatures of all parties, each of which
                shall
                be deemed to be an original, and all of which taken together constitute
                one and the same instrument. The Binding Provisions may only be amended
                in
                writing signed by both parties. The Binding Provisions reflect the
                entire
                agreement among the parties with respect to the subject matter thereof.
                This letter of intent may not be assigned. Telecopied or email (via
                PDF)
                signatures shall be deemed to have the same effect as an
                original.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    If
      you
      are in agreement with the foregoing as a basis for negotiating Definitive
      Agreements between us with respect to the matters set forth herein, please
      execute the attached and return it to me.

     

     

    
      	 	
              Sincerely,

              


              SAMDREW
                V, INC. 

              


              


              By:
                /s/
                David N. Feldman

              David
                N. Feldman, President

            


    

    


    ACCEPTED
      AND AGREED:

    QUANTUMSPHERE,
      INC.

    


    


    By:
      Kevin
      Maloney

    Kevin
      Maloney, CEO