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                           GENERAL SECURITY AGREEMENT


         THIS GENERAL SECURITY  AGREEMENT,  dated effective as of the 7th day of
November,  2006,  (this  "Agreement"),  is entered  into by and between  QUANTUM
ENERGY, INC., a Nevada corporation ("Debtor"), and NITRO PETROLEUM INCORPORATED,
a Nevada corporation ("Creditor").

                                   WITNESSETH

         WHEREAS, Debtor executed and delivered to Creditor a promissory note in
the  amount  of  $400,000  bearing  interest  at 10% per annum  with the  entire
principal and interest due and payable on February 28, 2007,  (the "Note"),  the
payment of which Note and the obligations evidenced thereby is to be secured by,
among other things, this Agreement;

         WHEREAS, the Debtor wishes to secure (i) the payment of the obligations
evidenced  by the Note and any  promissory  note taken in  renewal,  exchange or
substitution thereof or therefor, including interest on all of the foregoing and
all costs of  collecting  the same,  (ii) the  performance  and  payment  of the
Debtor's  obligations  and  liabilities  under  this  Agreement  and  all  other
documents  prepared,  executed and delivered in connection  therewith  (together
with the Note, the "Loan  Documents")  however created,  arising,  or evidenced,
whether direct or indirect, primary or secondary,  absolute or contingent, joint
or several, or now or hereafter existing, or due or to become due, and (iii) the
performance and payment of any and all other  obligations and liabilities of the
Debtor to Creditor however  created,  arising,  or evidenced,  whether direct or
indirect, primary or secondary, absolute or contingent, joint or several, or now
or  hereafter  existing,  or due or to become  due (all of the  obligations  and
liabilities   described  in  the  preceding   clauses   (i)-(iii)  being  herein
collectively called the "Liabilities"),

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants herein contained and of the direct and indirect benefits to the Debtor
as a result of the foregoing, the parties hereto agree as follows:

         SECTION 1.        Definitions.  Unless otherwise  defined herein,
capitalized  words used herein shall have the meaning assigned to such term in
the Nevada Uniform Commercial Code.

         SECTION 2.        Grant of Security Interest.
                           --------------------------

                  (a)  As   collateral   security   for  the  due  and  punctual
         performance  and  payment of all the  Liabilities,  the  Debtor  hereby
         assigns  to the  Creditor,  and  grants to the  Creditor  a  continuing
         security  interest in all of the  following  (collectively  referred to
         herein as the "Collateral"),  whether now or hereafter existing, owned,
         licensed, leased, consigned, arising or acquired:

                           (i) Inventory.  All of the following,  whether now or
                  hereafter  existing,  which  are  owned by  Debtor or in which
                  Debtor  otherwise  has any rights:  (i)  Inventory  in all its
                  forms  and of any  kind,  (ii)  Goods in which  Debtor  has an
                  interest in mass or a joint or other  interest or right of any
                  kind,  (iii) Goods which are  returned  to or  repossessed  by
                  Debtor,  and (iv) all accessions  thereto and products thereof
                  and documents therefor.

                           (ii) Equipment.  All equipment in any form and of any
                  kind, whether now or hereafter existing, owned by Debtor or in
                  which  Debtor  otherwise  has any rights,  including,  without
                  limitation, any and all equipment that constitutes fixtures.

                           (iii) Receivables.  All of the following, whether now
                  or hereafter  existing,  which are owned by Debtor or in which
                  Debtor otherwise has any rights: (i) all accounts of any kind,
                  (ii) all chattel paper,  documents and instruments of any kind
                  relating to such  accounts or arising out of or in  connection
                  with the sale or lease of Goods or the  rendering of services,
                  and (iii) all rights in, to or under all security  agreements,
                  leases and other contracts  securing or otherwise  relating to
                  any such accounts, chattel paper, documents, or instruments.

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                           (iv) Contract Rights,  General Intangibles,  etc. All
                  of the following, whether now or hereafter existing, which are
                  owned by Debtor or in which Debtor  otherwise  has any rights:
                  all  contract  rights  and  general  intangibles  of any  kind
                  (including  but not limited to choses in action,  tax refunds,
                  and  insurance  proceeds)  and all chattel  paper,  documents,
                  instruments,  security agreements, leases, other contracts and
                  money,   and  all  other  rights  of  Debtor   (except   those
                  constituting  Receivables) to receive payments of money or the
                  ownership of property.

                           (v) Other Property. To the extent not included in the
                  foregoing, all of the personal property, rights and interests,
                  present and future,  tangible and intangible,  which are owned
                  by  Debtor  or in  which  Debtor  otherwise  has  any  rights,
                  including without limitation all accounts,  Goods,  Inventory,
                  fixtures, chattel paper, documents and general intangibles.

                           (vi)  Proceeds.  All  proceeds  and  products of, and
                  accessions to, any and all of the foregoing and, to the extent
                  not otherwise included,  any payments under insurance (whether
                  or not Secured  Party is the loss payee  thereof) or under any
                  indemnity,  warranty  or  guaranty  by  reason  of  loss to or
                  otherwise with respect to any of the foregoing.

                  (b) The  security  interest  granted to Creditor  hereunder is
         given to secure  (i)  payment of the Note  executed  and  delivered  by
         Debtor  to  Creditor,  as  hereafter  amended,  supplemented,  renewed,
         extended  and/or  modified,  payable as to  principal  and  interest as
         therein provided; (ii) future advances, if any, to be evidenced by like
         notes to be made by Creditor to Debtor at Creditor's sole option; (iii)
         all  expenditures  by  Creditor  for taxes,  insurance,  repairs to and
         maintenance of the  Collateral  and all costs and expenses  incurred by
         Creditor  in the  collection  and  enforcement  of the note  and  other
         indebtedness of Debtor;  and (iv) all Liabilities of Debtor to Creditor
         now existing or hereafter  incurred,  matured or  unmatured,  direct or
         contingent,  and any renewals and extensions  thereof and substitutions
         therefor.

         SECTION 3.  Representations  and Warranties of Debtor. As an inducement
to Creditor to enter into this  Agreement  and to  consummate  the  transactions
contemplated hereby,  Debtor represents,  covenants and warrants to Creditor and
agrees as follows:

                  (a)  Organization.  Debtor is a  corporation  duly  organized,
         validly  existing,  and in good standing under the laws of the state of
         Nevada and has the power and is duly authorized, qualified, franchised,
         and licensed under all applicable laws,  regulations,  ordinances,  and
         orders of public  authorities  to own all its properties and assets and
         to carry on its  business in all  material  respects as it is now being
         conducted,   including  qualification  to  do  business  as  a  foreign
         corporation  in the states in which the  character  and location of the
         assets  owned by it or the  nature  of the  business  transacted  by it
         requires qualification,  except to the extent the failure to so qualify
         would not  materially  and adversely  affect the business,  operations,
         properties,  assets or condition  of Debtor.  Debtor has full power and
         authority  to own or lease and to  operate  and use the  portion of the
         Collateral owned by it and to carry on its business as now conducted.

                  (b) Authority of Debtor.  Debtor has taken all action required
         by law, its articles of incorporation or articles of organization,  its
         bylaws or operating agreement,  or otherwise to authorize the execution
         and delivery of this Agreement and the consummation of the transactions
         herein  contemplated.  Debtor has full power and  authority to execute,
         deliver and perform this Agreement and all of the Loan Documents.  This
         Agreement  is  the  legal,  valid,  and  binding  agreement  of  Debtor
         enforceable between the parties in accordance with its terms, except as
         such  enforcement  may be limited by bankruptcy,  insolvency,  or other
         laws affecting enforcement of creditors rights generally and by general
         principles of equity. The execution and delivery of this Agreement does
         not, and the  consummation  of the  transactions  contemplated  by this
         Agreement in  accordance  with the terms  hereof will not,  violate any
         provision of Debtor's  articles of  incorporation or bylaws or violate,
         conflict  with,  result  in  a  breach  of  the  terms,  conditions  or
         provisions of, or constitute a default, an event of default or an event
         creating rights of acceleration,  termination or cancellation or a loss
         of rights  under,  or  result  in the  creation  or  imposition  of any
         encumbrance upon any of the Collateral,  under any other material note,
         instrument,  agreement,  mortgage, lease, license, franchise, permit or
         other authorization,  right,  restriction or obligation to which Debtor
         or any of the Collateral is subject or by which Debtor is bound.

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                  (c) Title to  Property.  Debtor  has, or will have at the time
         such  Collateral is created or acquired,  good and marketable  title to
         all of the Collateral,  free and clear of all  encumbrances  except for
         the security  interest granted  hereunder.  No UCC financing  statement
         covering any of the  Collateral  is on file in any public  office other
         than  those  that  reflect  the  security   interest  created  by  this
         Agreement.  All information with respect to the Collateral set forth in
         any schedule,  certificate  or other writing at any time  heretofore or
         hereafter  furnished by Debtor to the  Creditor,  and all other written
         information   heretofore  or  hereafter  furnished  by  Debtor  to  the
         Creditor, is and will be true and correct as of the date furnished.

         SECTION 4.  Certificates,  Schedules and Reports.  The Debtor will from
time  to time  deliver  to the  Creditor  such  additional  schedules  and  such
certificates and reports with respect to all or any of the Collateral subject to
the security interest hereunder as the Creditor may reasonably request. Any such
schedule,  certificate or report shall be executed by a duly authorized  officer
of the Debtor and shall be in such form and detail as the Creditor may specify.

         SECTION 5.        Agreements of the Debtor. Debtor covenants and agrees
                           ------------------------
that, until the satisfaction of all of its obligations under the terms of this
Agreement and the Loan Documents, it will :

                  (a) upon request of the  Creditor,  execute such UCC financing
         statements and other documents (and pay the cost of filing or recording
         the same or this Agreement in all public  offices  deemed  necessary or
         appropriate by the Creditor) and do such other acts and things,  all as
         the Creditor may from time to time request, to establish and maintain a
         valid, perfected security interest in the Collateral (free of all other
         liens,  claims and rights of third  parties  whatsoever)  to secure the
         performance and payment of the Liabilities;

                  (b)  keep  all its  Inventory  and  other  Goods,  unless  the
         Creditor shall otherwise consent in writing,  at the location disclosed
         to Creditor and not remove the Collateral  from that location except in
         the ordinary course of business;

                  (c)      keep the Collateral separate and identifiable;

                  (d)  keep  its  records   concerning   Accounts   and  General
         Intangibles at the location  disclosed to Creditor,  which records will
         be of such  character as will enable the  Creditor or its  designees to
         determine at any time the status thereof;

                  (e)      furnish the Creditor such information concerning the
         Debtor and the Collateral as the Creditor may from time to time
         reasonably request;

                  (f) permit the Creditor and its designees,  from time to time,
         to inspect Debtor's  Inventory and other Goods,  and to inspect,  audit
         and make copies of and  extracts  from all records and all other papers
         in the  possession of the Debtor which pertain to the  Collateral,  and
         will, upon request of the Creditor, deliver to the Creditor all of such
         records and papers which pertain to the Collateral;

                  (g)  upon  request  of the  Creditor,  stamp  on  its  records
         concerning  the  Collateral  (and/or  enter  in  its  computer  records
         concerning  the  Collateral) a notation,  in form  satisfactory  to the
         Creditor, of the security interest of Creditor hereunder;

                  (h) except in the ordinary course of its business, without the
         prior written consent of Creditor, not sell, lease, assign or create or
         permit to exist any  encumbrance  on any  Collateral  to or in favor of
         anyone other than the Creditor or as set forth herein;

                  (i) at all  times  keep  all its  Inventory  and  other  Goods
         insured  against loss,  damage,  theft and other risks, in such amounts
         and  companies  and under  such  policies  and in such form as shall be
         satisfactory  to the Creditor,  which  policies shall provide that loss
         thereunder shall be payable to Creditor as its interest may appear (and
         the  Creditor  may apply any  proceeds of such  insurance  which may be
         received by it toward payment of the  Liabilities,  whether or not due,
         in such order of  application  as the Creditor may  determine) and that
         ten (10) days prior written  notice of  cancellation  shall be given to
         Creditor  and such  policies  or  certificates  thereof  shall,  if the
         Creditor so requests, be deposited with or furnished to the Creditor;

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                  (j)      keep its Inventory,  Equipment and other Goods (as
         applicable) in as good repair and  condition and in as good working or
         running order as of the date hereof;

                  (k) comply with all laws,  rules and regulations  relating to,
         and promptly pay when due all license fees,  registration  fees, taxes,
         assessments  and other  charges  which may be levied  upon or  assessed
         against, the ownership,  operation,  possession,  maintenance or use of
         its Equipment and other Goods (as  applicable)  and will not relinquish
         or  terminate  any rights,  qualifications,  licenses,  or permits that
         would  materially  and  adversely  affect its  financial  condition  or
         business;  provided,  however, that the Debtor shall not be required to
         comply with any such law, rule or  regulation,  or to pay any such fee,
         tax,  assessment  or  other  charge,  the  validity  of  which is being
         contested by the Debtor in good faith by  appropriate  proceedings,  so
         long as forfeiture of any part of its Equipment or other Goods will not
         result from the failure of the Debtor to comply with any such law, rule
         or regulation, or to pay any such fee, tax, assessment or other charge,
         during the period of such contest;

                  (l)      cause to be noted on the  applicable  certificate,
         in the event any of its Equipment is covered by a certificate of title,
         the security interest of the Creditor in the Equipment covered
         thereby;

                  (m) use its best  efforts  consistent  with  prudent  business
         practices   to  preserve   and   maintain  its  business  and  business
         organization  intact; to preserve its goodwill;  to pay its obligations
         as  they  mature;   to  retain  its   employees;   and  to  retain  its
         relationships with customers;

                  (n)  without the prior written  consent of Creditor, not enter
         into any agreement for the sale of all or substantially all of its
         assets;

                  (o)  furnish  written  notice  to the  Creditor,  as  soon  as
         possible after the occurrence from time to time thereof,  of any change
         in the location of any portion of the  Collateral or in the name of the
         Debtor;

                  (p)  reimburse  Creditor  on  demand  for  any  payments  made
         pursuant to Section 6 hereof  together  with  interest on the amount of
         any such  payment at ten  percent  (10%) per annum from date of payment
         until  reimbursement,  which amounts shall be added to the  Liabilities
         owed by Debtor and shall be secured by the  security  interest  granted
         hereunder;

                  (q)  reimburse  the  Creditor  for  all  expenses,   including
         reasonable attorneys' fees and legal expenses, incurred by the Creditor
         in seeking to collect or enforce any rights under the  Collateral  and,
         in case of  Default,  incurred by the  Creditor  seeking to collect the
         Note and all other Liabilities and to enforce its rights hereunder; and

                  (r) timely  file all tax  returns  required by law to be filed
         with respect to the  operations  of Debtor and pay all taxes imposed on
         Debtor for all taxable periods ending during such periods.

         SECTION 6. Payment of Expenses.  At its option,  Creditor may discharge
taxes, liens,  security  interests,  or other encumbrances on the Collateral and
may pay for the  repair of any damage to the  Collateral,  the  maintenance  and
preservation thereof and for insurance thereon.

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         SECTION 7.        Default.
                           -------

                  (a)      Event of  Default.  An Event of  Default  shall be
                           -----------------
         deemed to have  occurred  upon the happening of any of the following
         events or conditions:

                                    (i)   The occurrence of an event of default
                           under the Note;

                                    (ii)  The   default   in  the   payment   or
                           performance  of any  term,  obligation,  covenant  or
                           liability  contained  or referred to herein or in the
                           Note  that is not  cured or  remedied  within 10 days
                           after notice thereof from Creditor;

                                    (iii)  Any   warranty,   representation   or
                           statement  made or furnished to the Creditor by or in
                           behalf  of Debtor  proves  to have been  false in any
                           material respect when made or furnished;

                                    (iv)  The   occurrence  of  any  event  that
                           results in the  acceleration  of the  maturity of the
                           indebtedness of Debtor to others under any indenture,
                           agreement or undertaking;

                                    (v)     The loss, theft, substantial damage,
                           destruction, sale or encumbrance  to or of any of the
                           Collateral,  or the making of any levy,  seizure or
                           attachment thereof or thereon;

                                    (vi) Creditor  reasonably  believes that the
                           prospect  of  payment  of  any  indebtedness  secured
                           hereby  or  the  performance  of  this  Agreement  is
                           impaired; or

                                    (vii)  The   dissolution,   termination   or
                           existence,  insolvency, business failure, appointment
                           of  a  receiver  for  any  part  of  the  Collateral,
                           assignment  for  the  benefit  of  creditors  or  the
                           commencement  of any proceeding  under any bankruptcy
                           or insolvency  law by or against either Debtor or any
                           guarantor or surety of Debtor.

                  (b)      Remedies. Upon the occurrence of an Event of Default,
                           --------
         and at any time thereafter, Creditor may exercise any one or all of the
         following remedies:

                           (i)   Declare   all   obligations    secured   hereby
                  immediately  due and payable and proceed to enforce payment of
                  the  same  and  exercise  from  time to time  any  rights  and
                  remedies   available  to  it  under  the  Loan  Documents  and
                  applicable law; or

                           (ii)  Exercise  such other right or remedy  available
                  to Creditor, at law or in equity.

         The Debtor agrees, in case of an Event of Default, to assemble,  at its
         expense,  all its  Inventory  and other Goods at a convenient  place or
         places  acceptable  to  the  Creditor.  Any  notification  of  intended
         disposition of any of the  Collateral  required by law, shall be deemed
         reasonably and properly given if given at least thirty (30) days before
         such  disposition.  Any proceeds of any  disposition by the Creditor of
         any of the Collateral  secured hereby may be applied by the Creditor to
         the payment of expenses in connection  with the  Collateral,  including
         reasonable attorneys' fees and legal expenses,  and any balance of such
         proceeds may be applied by the  Creditor  toward the payment of such of
         the Liabilities,  and in such order of application, as the Creditor may
         from time to time elect.

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         SECTION 8.        Miscellaneous  Provisions.
                           -------------------------

                  (a) The parties  shall  execute and deliver all  documents  or
         instruments,  provide all  information,  and take or forebear  from all
         such action as may be necessary or  appropriate to achieve the purposes
         of this Agreement.

                  (b) Any notices,  demands,  requests,  or other communications
         required or permitted  hereunder shall be deemed  sufficiently given if
         in  writing  and  if  personally   delivered;   if  sent  by  facsimile
         transmission or other electronic communication, confirmed by registered
         or certified mail,  postage prepaid,  or if sent by prepaid telegram or
         overnight courier addressed as follows:

                  If to Creditor, to:                   Nitro Petroleum
                                                        #29 - 3800 Pinnacle Way
                                                        Gallaghers Cannyon
                                                        Kelowna, BC

                  If to Debtor, to:                     Quantum Energy, Inc.
                                                        1880 - 1066 West
                                                        Hastings Street
                                                        Vancouver, BC

         or such other addresses and facsimile  numbers as shall be furnished in
         writing  by any  party  in the  manner  for  giving  notices,  demands,
         requests,  or other  communications  hereunder,  and any such notice or
         communication  shall be  deemed  to have  been  given as of the date so
         delivered  or  sent  by  facsimile  transmission  or  other  electronic
         communication,  three days  after the date so mailed,  or one day after
         the date so telegraphed or sent by overnight delivery.

                  (c) No delay on the part of the  Creditor  in the  exercise of
         any right or remedy shall operate as a waiver thereof, and no single or
         partial  exercise by the Creditor of any right or remedy shall preclude
         other or further exercise thereof or the exercise of any other right or
         remedy.

                  (d)  This  Agreement  and the  documents  referred  to  herein
         constitute  the entire  agreement  among the parties  pertaining to the
         subject  matter  hereof,   and  supersede  all  prior   agreements  and
         understandings  pertaining  thereto.  No amendment to,  modification or
         waiver of, or consent with respect to, any provision of this  Agreement
         shall in any event be effective unless the same shall be in writing and
         signed and  delivered  by the  Creditor,  and then any such  amendment,
         modification, waiver or consent shall be effective only in the specific
         instance and for the specific purpose for which given.

                  (e)  Section   captions   used  in  this   Agreement  are  for
         convenience of reference only, and shall not affect the construction of
         this Agreement.

                  (f)  This   Agreement   may  be  executed  in  any  number  of
         counterparts and by the different parties on separate  counterparts and
         each such counterpart  shall be deemed to be an original,  but all such
         counterparts shall together constitute but one and the same Agreement.

                  (g) This Agreement  shall be construed in accordance  with and
         governed by the laws of the state of Nevada,  subject,  however, to the
         applicability  of the UCC of any state in which a  financing  statement
         must be filed in order to  perfect a  security  interest  in any of the
         Collateral at any given time.  Whenever possible each provision of this
         Agreement  shall be  interpreted  in such manner as to be effective and
         valid under  applicable  law, but if any  provision  of this  Agreement
         shall be prohibited by or invalid under  applicable law, such provision
         shall be ineffective  to the extent of such  prohibition or invalidity,
         without  invalidating  the remainder of such provision or the remaining
         provisions of this Agreement.

                  (h) This  Agreement  shall be binding  upon,  and inure to the
         benefit  of,  the  parties  and  their  respective  heirs,   executors,

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         administrators,   successors,   legal  representatives,   and  assigns;
         provided,  that this  provision  shall not be construed  as  permitting
         assignment,  substitution,  delegation,  or other transfer of rights or
         obligations,  except strictly in accordance with the provisions of this
         Agreement.

                  (i)  Neither  the rights nor the duties of a party  under this
         Agreement  may be assigned or  delegated by either party in whole or in
         part without the prior written consent of the other party.

                  (j) At  the  option  of the  Creditor,  this  Agreement,  or a
         carbon,  photographic or other reproduction of this Agreement or of any
         UCC financing  statement covering the Collateral or any portion thereof
         shall be sufficient  as a UCC  financing  statement and may be filed as
         such.

         IN WITNESS WHEREOF,  this Agreement has been duly executed effective as
of the day written above.

                                     Debtor:

                                                     QUANTUM ENERGY, INC.

                                                     By
                                                       -----------------------


                                    Creditor:

                                                    NITRO PETROLEUM INCORPORATED

                                                     By
                                                       -----------------------