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                                    AGREEMENT


                  This  Agreement  made on this 1st day of  November,  2006 (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.

                  (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  #29 -  3800  Pinnacle  Way,  Gallaghers
                  Canyon, Kelowna, British Columbia.

                  (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, 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  as  Schedule  B and  forms  part of the  Asset  Purchase
              Agreement of September 1, 2006;

C.       The Note 1 is attached to this Agreement as Schedule I; and

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D.       The parties now agreed to change the repayment terms stated in the Note
             1 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:

1.       Extension Terms

1.01     The Note 1 shall be cancelled.

1.02     The parties shall  forthwith  execute a new promissory  note (the "Note
         2"), which is attached as Schedule II to this Agreement.

1.03     The Borrower shall  forthwith  issue to the Lender  250,000  restricted
         shares of the  Borrower's  common stock free and clear of all liens and
         other  encumbrances.  If the Borrower duly observes and performs all of
         the covenants on its part to be observed and performed, one half of the
         shares issued (125,000) shall be returned to it by the Lender.

1.04     The Borrower shall forthwith grant to the Lender security interest over
         all of the  Borrower's  assets  perfected by UCC-1 filing in a state of
         Nevada,  which shall be released upon repayment of the Note 2. The copy
         of the UCC-1 filing is attached as Schedule III.

2.       Independent Legal Advice

2.01     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 2 and the
         Borrower  acknowledges that it has retained and instructed  independent
         legal counsel or waived its right to do so.

3.       Representations and Warranties of Borrower

3.01     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.

3.02     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.

                                       2

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3.03     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.

3.04     This Agreement constitutes a legal, valid and binding obligation of the
         Borrower enforceable against the Borrower 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.

3.05     The Borrower will employ good faith, due diligence, and best efforts to
         perform its  obligations  under 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.

4.       Representations and Warranties

4.01     The Lender 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.

4.02     The Lender 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.

4.03     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.

4.04     This Agreement constitutes a legal, valid and binding obligation of the
         Lender  enforceable  against the Lender 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.

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

5.       General
5.01     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.

                                       3

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5.02     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.

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

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

5.05     Time shall be of the essence of this Agreement.

5.06     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.

5.07     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.

5.08     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.

5.09     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.

5.10     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.

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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
                                                     )
                                                     )
/s/ Ted Kozub                                        )
------------------------------------------------------
Authorized Signatory                                 )




The COMMON SEAL of                                   )
NITRO PETROLEUM INC.                                 )
the Lender,                                          )
was affixed in the presence of:                      )                  c/s
                                                     )
                                                     )
/s/ Ted Kozub                                        )
------------------------------------------------------
Authorized Signatory                                 )




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                                   Schedule I

                                  SCHEDULE "B"

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

                    $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                                 )

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                                   Schedule II

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

                    $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                                 )

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