ASSET PURCHASE AGREEMENT


                 THIS  ASSET  PURCHASE   AGREEMENT  made  on  this  1s`  day  of
September, 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 "Transferee");

                                                               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 "Transferor");

                                                              OF THE SECOND PART


                 WHEREAS:

A. The  Transferor  is the owner of certain  interests in the  Corsicana  Fields
Project,  Barnet Shale Formation,  McKinney,  Blackburn, in Texas (collectively,
the "Assets"),  a complete  listing of such Assets of the  Transferor  being set
forth in  Schedule  "A" which is attached  to this  Agreement  and which forms a
material part hereof;

B.       The Transferee is desirous of acquiring the Assets of the Transferor.

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

                                    Article I
                                   DEFINITIONS

 1.1            Definitions
                -----------
For all purposes of, this Agreement,  except as otherwise  expressly provided or
unless the context  otherwise  requires,  the following  words and phrases shall
have the following meanings:

        (a)  "Agreement"  means this Asset  Purchase  Agreement  as entered into
             between the Transferor and the Transferee herein, together with any
             amendments and any Schedules;

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                                        2



        (b)  "Assets" has the meaning ascribed to it in recital "A" hereinabove,
             and which Assets are  particularly  described in Schedule "A" which
             is attached hereto;

        (c) "Confidential Information" has the meaning ascribed to it in section
            "9.1" hereinbelow;

        (d) "Defaulting Party" and  "Non-Defaulting  Party"  have  the  meanings
            ascribed to them in section "12.1" hereinbelow;

        (e) "Indemnified Party" has the meaning ascribed to it in section "13.1"
            hereinbelow;

        (f)  "Parties" or "Party" means, respectively, the Transferor and/or the
             Transferee  hereto,  as  the  case  may  be,  together  with  their
             respective  successors  and  permitted  assigns  as the  context so
             requires.


                                    Article 2
                           PURCHASE AND SALE OF ASSETS

2.1             Purchase and Sale
                -----------------
The Transferee  hereby  purchases and the Transferor  hereby sells the Assets in
consideration  of FOUR HUNDRED  THOUSAND  (400,000) US Dollars to be paid by the
Transferee to the Transferor according to terms and conditions as set out in the
promissory note attached hereto as a Schedule "B".


                                    Article 3
                            ACCOUNTING AND INSPECTION

3.2             Accounting
                ----------
It is hereby  also  acknowledged  and  agreed  by the  Parties  hereto  that the
Transferee,  or its  subsidiary  as the  case  may  be,  will  maintain,  at its
principal place of business, separate accounts, and records thereto, of business
and activities  conducted  pursuant to this Agreement and that such accounts and
records are to be in  sufficient  detail.  In this regard the  Transferee  shall
retain the  accounts,  and  records in relation  thereto,  for at least one year
after the date upon which they were made and  presented to the  Transferor.  The
Transferee  shall  furnish  such  reasonable  evidence as the  Transferor  deems
necessary to verify the accounting and will permit the  Transferor's  respective
representatives to make copies of or extracts from such accounts and records.

3.3             Inspection
                ----------
The  Transferor  shall have, on at least five business  days' notice,  unimpeded
right  and  authority  to  enter  on  the  premises  of  the   Transferee,   its
representatives,  its agents,  its counsel or any other party having  control or
possession  of records or  premises  of the  Transferee  or in  relation  to its
production or sales or distribution of the Products, for the purpose of all such
investigations  as the  Transferor  may require to assure  themselves  as to the
compliance by the  Transferee  with  appropriate  accounting  provisions of this
Agreement.  In this  regard  the  Transferee  covenants  to allow and assist the
Transferor, and the Transferor's duly authorized representatives,  access to all
the aforesaid  premises and locations and access to all such personnel and other
persons  as the  Transferor  may  require,  and the  Transferee  shall make such
premises,  records and persons  available within five business days of notice by
the Transferor. In the event that any aforesaid party refuses or delays or omits
to give the Transferor  entry and access to premises or records,  the Transferee
warrants to give the Transferor all reasonable assistance to effect such end.

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                                        3

                                    Article 4
           REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE TRANSFEROR

4.1             Representations, Warranties and Covenants by the Transferor
                -----------------------------------------------------------

In order to induce the Transferee to enter into and consummate  this  Agreement,
the Transferor represents to and warrants to the Transferee that, to the best of
the informed knowledge, information and belief of the Transferor:

        (a)     the  Transferor  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;

        (b)     the   Transferor   is   qualified   to  do   business  in  those
                jurisdictions  where it is necessary to fulfill its  obligations
                under this  Agreement and the  Transferor has the full power and
                authority  to enter into this  Agreement  and any  agreement  or
                instrument referred to or contemplated by this Agreement;

        (c)     the Transferor is the  registered  and  beneficial  owner of its
                interests in the Assets as set out in the Agreements referred to
                in  Schedule  "A" and has the  requisite  power,  authority  and
                capacity to own and use the Assets and the  Transferor  owns the
                right to develop and  maintain  the Assets  subject the terms of
                the Agreements as referred to in Schedule "A";

        (d)     no  person,   firm  or  corporation  has  any  written  or  oral
                agreement,  option, understanding or commitment, or any right or
                privilege  capable of becoming an  agreement,  for the  purchase
                from the  Transferor  any of the Assets except as set out in the
                Agreements referred to in Schedule "A";

        (e)     the Transferor has not experienced,  nor is the Transferor aware
                of, any  occurrence or event which has had, or might  reasonably
                be expected to have, a materially adverse affect on the Assets;

        (f)     the  Transferor  is not in breach of any  provision or condition
                of, nor has the Transferor  done or omitted to do anything that,
                with or  without  the  giving of notice or lapse or both,  would
                constitute a breach of any  provision  or condition  of, or give
                rise to any  right to  terminate  or cancel  or  accelerate  the
                maturity  of any  payment  under,  any deed of trust,  contract,
                certificate,  consent,  permit,  license or other  instrument to
                which the  Transferor  is a party,  by which the  Transferor  is
                bound or from  which  the  Transferor  derives  benefit,  or any
                judgment,  decree,  order,  rule or  regulation  of any Court or
                governmental  authority to which the  Transferor is subject,  or
                any statute or regulation  applicable to the  Transferor,  to an
                extent that, in the aggregate,  has a material adverse affect on
                the Transferor or the Assets;

        (g)     the Transferor has not committed to sell,  license,  distribute,
                option,  or otherwise dispose of or grant any interest in all or
                any part of the  Assets  or agree  to do or  perform  any act or
                enter into any transaction or negotiation which could reasonably
                be expected to  interfere  with this.  Agreement  or which would
                render  inaccurate  any of the  representations,  warranties  or
                covenants set forth in this Agreement;

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                                       4


        (h)     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;

        (i)     this  Agreement constitutes a legal,valid and binding obligation
                of the Transferor  enforceable against it 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;

        (j)     no proceedings are pending for,and the Transferor is unaware of,
                any basis for the institution of any proceedings leading to  its
                respective  dissolution or winding  up, or the  placing of it in
                bankruptcy or subject to any other laws governing the affairs of
                insolvent companies;

        (k)     the  making  of  this  Agreement  and  the  completion  of   the
                transactions contemplated  hereby and  the  performance  of  and
                compliance  with the terms hereof does not and will not:

               (i)  conflict with or result in a breach of or violate any of the
                    terms, conditions or provisions of the Transferor's
                    constating documents;

              (ii)  give to any party the right of termination, cancellation  or
                    acceleration in or with respect to any agreement,contract or
                    commitment to which the Transferor is a party;

             (iii)  give to any government  or  governmental  authority, or  any
                    municipality or any  subdivision   thereof,   including  any
                    governmental  department,   commission,  bureau,  board   or
                    administration agency,any right of termination, cancellation
                    or suspension of, or constitute a breach of or result  in  a
                    default under,  any  permit,  license,  control or authority
                    issued to the  Transferor which is necessary or desirable in
                    connection with the conduct and operations of its respective
                    Business and the ownership or leasing of its respective
                    Assets or other assets; or

        (l)     the  Transferor  will employ good faith, due diligence, and best
                efforts to perform its obligations of this  Agreement  and  will
                enter into such additional or collateral  agreements as  may  be
                reasonably required by the Transferee to effect and complete the
                objects and intent of this Agreement.

4.2       Continuity of the Representations. Warranties and Covenants by the
          ------------------------------------------------------------------
          Transferor
          ----------

The  representations,  warranties and covenants by the  Transferor  contained in
this Article,  or in any  certificates  or documents  delivered  pursuant to the
provisions of this Agreement or in connection with the transactions contemplated
hereby,  will  be  true  at  and  as of  the  Effective  Date.  Subject  to  any
investigations  or  inquiries  made  by the  Transferee  or by the  Transferee's
professional  advisors,  or the waiver of any condition by the  Transferee,  the
representations,  warranties and covenants of the  Transferor  contained in this
Article  shall  continue  in full force and  effect for a period of twelve  (12)
months from the Effective Date; provided, however, that the Transferor shall not
be responsible for the breach of any representation, warranty or covenant of the
Transferor contained herein caused by any act or omission of the Transferee.  In
the  event  that any of the  representations,  warranties  or  covenants  of the
Transferor  are found by a Court of competent  jurisdiction  to be incorrect and
such  incorrectness  results  in any  loss  or  damage  sustained,  directly  or
indirectly,  by the Transferee,  then the Transferor will pay the amount of such
loss or damage to the Transferee  within 30 calendar days of receiving notice of
judgment   therefor,   provided   that  the  damages  will  be  limited  to  the
consideration paid upon closing.

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                                       5


                                    Article 5
           WARRANTIES, REPRESENTATIONS AND COVENANTS BY THE TRANSFEREE

  5.1             Warranties, Representations and Covenants by the Transferee
                  -----------------------------------------------------------

 In order to induce the Transferor to enter into and consummate  this Agreement,
 the Transferee hereby warrants to and represents to the Transferor that, to the
 best of the informed knowledge, information and belief of the Transferee, after
 having made due inquiry:

         (a)      the  Transferee  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;

         (b)      the execution and delivery of this Agreement and the
                  agreements contemplated hereby has been duly authorized by all
                  necessary corporate action on its part;

         (c)      there are no consents,approvals or conditions precedent to the
                  performance of this Agreement;

         (d)      this  Agreement   constitutes  a  legal,   valid  and  binding
                  obligation   of  the   Transferee   enforceable   against  the
                  Transferee in accordance with its terms, except as enforcement
                  may be limited by laws of general  application  affecting  the
                  rights of creditors;

         (e)      no proceedings  are pending for, and the Transferee is unaware
                  of, any basis for the institution of any  proceedings  leading
                  to the  dissolution  or  winding up of the  Transferee  or the
                  placing  of the  Transferee  in  bankruptcy  or subject to any
                  other laws governing the affairs of insolvent companies;

         (f)      the Transferee is not in breach of any laws, ordinances,
                  statutes, regulations, by-laws, orders or decrees to which
                  it is subject or which apply to it;

         (g)      there  has been and  there  will be  prepared  and  filed on a
                  timely  basis  all  federal  and  state  income  tax  returns,
                  elections  and  designations,   and  all  other   governmental
                  returns,  notices and reports of which the Transferee  had, or
                  ought  reasonably  to have had,  knowledge  required  to be or
                  reasonably   capable  of  being  filed  with  respect  to  the
                  operations of the Transferee, and no such returns,  elections,
                  designations,  notices or reports  contain or will contain any
                  material  misstatement  or omit any  material  statement  that
                  should have been  included,  and each such  return,  election,
                  designation,   notice  or   report,   including   accompanying
                  schedules  and  statements,  is and will be true,  correct and
                  complete in all material respects;

         (h)      the making of this Agreement and the completion of the
                  transactions  contemplated  hereby and the performance of  and
                  compliance  with the terms hereof does not and will not:

                  (i) conflict with or result in a breach of or  violate  any of
                      the terms, conditions or provisions of the constating
                      documents of the Transferee;

                 (ii) conflict  with or result in a breach of or violate any  of
                      the terms,  conditions or provisions of any law, judgment,
                      order,  injunction,  decree,  regulation or ruling of  any
                      Court or governmental authority, domestic or  foreign,  to
                      which the Transferee is subject, or constitute  or  result
                      in a default under any agreement,contract or commitment to
                      which the Transferee is a party;

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                                       6


               (iii)  give  to any  party  the  right  of  termination,
                      cancellation  or acceleration  in or with  respect  to any
                      agreement, contract or commitment to which the  Transferee
                       is a party;

                (iv)  give  to  any  government  or    governmental   authority,
                      or any municipality or any subdivision thereof,  including
                      any governmental department, commission, bureau, board  or
                      administration agency, any right of termination,
                      cancellation or suspension of,or constitute a breach of or
                      result in a default under, any permit, license, control or
                      authority issued to the Transferee which is  necessary  or
                      desirable  in  connection  with the conduct and operations
                      of its business and the ownership or leasing of its
                      business assets; or

                 (v)  constitute a default by the Transferee,or any event which,
                      with the giving of notice or lapse of time or both,  might
                      constitute an event of default, under any agreement,
                      contract, indenture or other instrument  relating  to  any
                      indebtedness of the Transferee which would  give any party
                      to that agreement,contract, indenture or other  instrument
                      the right to accelerate  the  maturity for the payment  of
                      any amount  payable  under  that  agreement,  contract,
                      indenture or other instrument;

         (i)      neither this  Agreement nor any other  document,   certificate
                  or statement furnished to the Transferor by  or on  behalf  of
                  the  Transferee  in  connection  with  the  transactions
                  contemplated hereby knowingly or negligently contains any
                  untrue or  incomplete  statement  of material fact or omits to
                  state a material  fact  necessary  in  order  to make the
                  statements  therein  not misleading;

         (j)      the Transferee is not aware of any fact or circumstance  which
                  has not been disclosed  to  the  Transferor  which  should  be
                  disclosed in order to prevent the  representations, warranties
                  and covenants contained in this section from being  misleading
                  or which would  likely  affect the  decision of the
                  Transferor to enter into this Agreement; and

         (k)      the Transferee will employ good faith, due diligence, and best
                  efforts to perform  its  obligations  of  this  Agreement  and
                  will  enter  into  such additional or collateral agreements as
                  may be reasonably required to effect and complete the  objects
                  and intent of this Agreement.

         (l)      the Shares represented in this transaction are duly issued and
                  fully paid, valid, and nonassessable.

5.2             Continuity of the Representations, Warranties and Covenants by
                --------------------------------------------------------------
                the Transferee
                --------------

The  representations,  warranties and covenants of the  Transferee  contained in
this Article,  or in any  certificates  or documents  delivered  pursuant to the
provisions of this Agreement or in connection with the transactions contemplated
hereby,  will be  true  at and as of the  Effective  Date.  Notwithstanding  any
investigations  or  inquiries  made  by the  Transferor  or by the  Transferor's
respective  professional  advisors prior to the Effective Date, or the waiver of
any condition by the Transferor,  the representations,  warranties and covenants
of the Transferee contained in this Article shall survive the Effective Date and
shall  continue in full force and effect for a period of twelve (12) months from
the  Effective  Date;  provided,  however,  that  the  Transferee  shall  not be
responsible  for the breach of any  representation,  warranty or covenant of the
Transferee contained herein caused by any act or omission of the Transferor.  In
the event that any of the said  representations,  warranties  or  covenants  are
found  by  a  Court  of  competent   jurisdiction   to  be  incorrect  and  such
incorrectness  results in any loss or damage sustained,  directly or indirectly,
by the  Transferor,  then the  Transferee  will pay the  amount  of such loss or
damage to the Transferor within 30 calendar days of receiving notice of judgment
therefor; provided that the

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                                       7

Transferor  will not be  entitled  to make any claim  unless  the loss or damage
suffered may exceed the amount of $10,000.

                                    Article 6
                               OBTAINING APPROVAL

6.1      Approval
         --------
The Transferor shall, prior to closing,  obtain the requisite approval if any to
effect the terms  contemplated  within this  agreement,  and to obtain  waivers,
consents,  and rights of first refusal if required to  effectively  transfer the
Assets as set out in Schedule "A".


                                    Article 7
                                ADDITIONAL TERMS

7.1      Due Diligence
         -------------
Each of the Parties hereto may conduct such further due diligence examination of
the other  Parties  hereto as it deems  appropriate.  In that regard the Parties
agree that each shall have full and complete access to the other Parties' books,
records,  financial  statements and other documents,  articles of incorporation,
bylaws,  minutes of Board of Directors' meetings and its committees,  investment
agreements, material contracts and as well such other documents and materials as
the  Parties  hereto,  or their  respective  counsel,  may deem  reasonable  and
necessary to conduct an adequate due diligence  investigation of each Party, its
respective operations and financial condition prior to the Closing.

7.2     Opinions, Reports and Advice of the Transferor
        ----------------------------------------------
The  Transferor  hereby  acknowledges  and  agrees  that  all  written  and oral
opinions,  reports,  advice and  materials  provided  by the  Transferor  to the
Transferee in connection  with the Assets  hereunder are intended solely for the
Transferee's  benefit  and for the  Transferee's  use  only,  and  that any such
written and oral opinions,  reports,  advice and  information  are the exclusive
property of the Transferee.  In this regard the Transferor  hereby covenants and
agrees that the  Transferee.  may utilize any such opinion,  report,  advice and
materials for any other purpose  whatsoever  and,  furthermore,  may  reproduce,
disseminate,  quote  from and refer to, in whole or in part,  at any time and in
any manner,  any such  opinion,  report,  advice and  materials  in its sole and
absolute discretion.

7.3             Additional Documents and Acts by Transferor
                -------------------------------------------

The  Transferor  will also cause or deliver,  or cause to be  delivered,  to the
Transferee, at the times stipulated, the following:

        (a)     upon the request of the Transferee,  all documentation as may be
                necessary and as may be required by counsel for the  Transferee,
                acting  reasonably,  to ensure  that all of the Assets have been
                duly  transferred,  assigned and are registerable in the name of
                and for the benefit of the Transferee under applicable corporate
                laws and including,  without  limitation,  all necessary  deeds,
                conveyances,  bills of  sale,  assurances,  transfers,  contract
                assignments, sales agreement assignments,  development agreement
                assignments,    royalty   assignments,    license   assignments,
                manufacturing    agreement    assignments,    supply   agreement
                assignments,  consents  and any  other  documents  necessary  or
                reasonably  _required  effectively to transfer all of the Assets
                and the business of the Assets to the Transferee with a good and
                marketable  title,  free  and  clear  of all  mortgages,  liens,
                charges,  pledges,  claims,  security  interests or encumbrances
                whatsoever;

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                                       8

        (b)      within 10 days of the Closing  Date,  a  certified  copy of the
                 resolutions  of  the  directors  and  .   shareholders  of  the
                 Transferor  authorizing  the transfer by the  Transferor to the
                 Transferee of all of the Assets in accordance with the terms of
                 this Agreement;

        (c)      within 30 days of the Closing Date, all necessary  consents and
                 approvals  in writing  to the  completion  of the  transactions
                 contemplated herein and including, without limitation, approval
                 from all Regulatory  Authorities  having  jurisdiction over the
                 Transferor  and the Assets or a  certificate  of counsel of the
                 Transferor that no such consents are required; and

        (d)      within 30 days of the  Closing  Date all  records,  engineering
                 specifications   and  reports,   patents,   books,   and  other
                 documentation pertinent to the Assets and all molds, inventory,
                 customer lists, supply contracts,  manufacturing contracts, and
                 all and every part of such matters pertaining to the Assets.


                                    Article 8
                                 NON-DISCLOSURE

 8.1     Non-disclosure
         --------------
The Parties hereto,  for themselves,  their officers,  directors,  shareholders,
consultants,  employees and agents, agree that they each will not disseminate or
disclose,  or knowingly allow, permit or cause others to disseminate or disclose
to third  parties  who are not  subject  to  express  or  implied  covenants  of
confidentiality, without the other Parties' express written consent, either: (i)
the fact or  existence  of this  Agreement or  discussions  and/or  negotiations
between them involving,  inter alia,  possible business  transactions;  (ii) the
possible substance or content of those discussions; (iii) the possible terms and
conditions of any proposed  transaction;  (iv) any statements or representations
(whether  verbal  or  written)  made by  either  Party  in the  course  of or in
connection with those  discussions;  or (v) any written material generated by or
on behalf of any Party and such contacts,  other than such  disclosure as may be
required under applicable securities legislation or regulations, pursuant to any
order of a Court or on a "need to know" basis to each of the Parties' respective
professional  advisors.  Disclosure will be required to the other parties as set
out in the agreements as set out in Schedule "A".


                                    Article 9
                             PROPRIETARY INFORMATION

9.1       Confidential Information
          ------------------------
Each Party hereto  acknowledges  that any and all information  which a Party may
obtain  from,  or have  disclosed  to it,  about the other  Parties  constitutes
valuable  trade secrets and  proprietary  confidential  information of the other
Parties  (collectively,  the "Confidential  Information").  No such Confidential
Information shall be published by any Party without the prior written consent of
the other Parties hereto,  however,  such consent in respect of the reporting of
factual data shall not be  unreasonably  withheld,  and shall not be withheld in
respect of information  required to be publicly disclosed pursuant to applicable
securities or corporation laws. Furthermore, each Party hereto undertakes not to
disclose  the  Confidential  Information  to any third  party  without the prior
written  approval  of the other  Parties  and to ensure  that any third party to
which the  Confidential  Information is disclosed shall execute an agreement and
undertaking on the same terms as contained herein.

9.2      Impact of Breach of Confidentiality
         -----------------------------------
The Parties hereto acknowledge that the Confidential Information is important to
the  respective  businesses  of each of the  Parties  and that,  in the event of
disclosure of the Confidential Information,

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                                       9


except as authorized hereunder,  the damage to each of the Parties hereto, or to
either of them, may be irreparable.  For the purposes of the foregoing  sections
the Parties  recognize  and hereby  agree that a breach by any of the Parties of
any of the covenants  therein  contained  would result in  irreparable  harm and
significant  damage to each of the other  Parties  that would not be  adequately
compensated  for by monetary award.  Accordingly,  the Parties agree that in the
event of any such breach,  in addition to being entitled as a matter of right to
apply  to a Court of  competent  equitable  jurisdiction  for  relief  by way of
restraining  order,  injunction,  decree or otherwise as may be  appropriate  to
ensure compliance with the provisions hereof, any such Party will also be liable
to the other Parties, as liquidated  damages,  for an amount equal to the amount
received  and earned by such  Party as a result of and with  respect to any such
breach.  The Parties  also  acknowledge  and agree that if any of the  aforesaid
restrictions,  activities,  obligations  or periods are considered by a Court of
competent jurisdiction as being unreasonable,  the Parties agree that said Court
shall have  authority to limit such  restrictions,  activities or periods as the
court deems  proper in the  circumstances.  In  addition,  the  Parties  further
acknowledge and agree that all restrictions or obligations in this Agreement are
necessary and fundamental to the protection of the respective businesses of each
of the  Parties and are  reasonable  and valid,  and all  defenses to the strict
enforcement  thereof by either of the  Parties  are  hereby  waived by the other
Parties.


                                   Article 10
                        CLOSING AND TRANSFER OF INTEREST

 10.1    Closing
         -------
Closing  date and the  adjustment  date  shall be the  Effective  Date.  Closing
documentation  shall be the documentation as required to carry out the intent of
this  Agreement.

10.2     Assumption of Obligations
         -------------------------
Any  transfer  of  all  or  any  part  of  the  Transferor's  licence  shall  be
accompanied by the written  agreement of  any  such  transferee  to  assume  the
obligations of the Transferor under the licence and to be  bound  by  the  terms
and conditions thereof.


                                   Article 11
                                  FORCE MAJEURE

11.1     Events
         ------
If any Party hereto is at any time  prevented  or delayed in complying  with any
provisions of this Agreement by reason of strikes,  walk-outs, labour shortages,
power  shortages,  fires,  wars,  acts  of  God,  earthquakes,  storms,  floods,
explosions,  accidents, protests or demonstrations by environmental lobbyists or
native  rights  groups,  delays  in  transportation,   breakdown  of  machinery,
inability to obtain necessary  materials in the open market,  unavailability  of
equipment,  governmental  regulations  restricting normal  operations,  shipping
delays or any other reason or reasons beyond the control of that Party, then the
time limited for the  performance  by that Party of its  respective  obligations
hereunder shall be extended by a period of time equal in length to the period of
each such prevention or delay.

11.2     Notice
         ------
A Party shall,  within seven  calendar  days,  give notice to the other Party of
each event of force majeure under section-"14.1" hereinabove, and upon cessation
of such event shall  furnish the other Party with notice of that event  together
with  particulars  of the number of days by which the  obligations of that Party
hereunder  have been  extended by virtue of such event of force  majeure and all
preceding events of force majeure.

<page>

                                       10

                                   Article 12
                             DEFAULT AND TERMINATION

12.1     Default
         -------
The Parties  hereto agree that if any Party hereto is in default with respect to
any of the provisions of this Agreement (herein called the "Defaulting  Party"),
the non-defaulting  Party (herein called the  "NonDefaulting  Party") shall give
notice to the Defaulting Party designating such default,  and within 10 calendar
days after its  receipt of such  notice,  the  Defaulting  Party shall cure such
default, or commence  proceedings to cure such default and prosecute the same to
completion without undue delay.


                                   Article 13
                      INDEMNIFICATION AND LEGAL PROCEEDINGS

13.1     Indemnification
         ---------------
The Parties  hereto agree to indemnify and save harmless the other Party hereto,
including its respective  affiliates and their respective  directors,  officers,
employees  and agents  (each such party being an  "Indemnified  Party") from and
against  any and all  losses,  claims,  actions,  suits,  proceedings,  damages,
liabilities or expenses of whatever nature or kind,  including any investigation
expenses  incurred by any Indemnified  Party, to which an Indemnified  Party may
become subject by reason of an act or inaction of the other Party.

13.2     Claim of Indemnification
         ------------------------
The Parties  hereto agree to waive any right they might have of first  requiring
the  Indemnified  Party to proceed  against or enforce any other  right,  power,
remedy,  security or claim  payment from any other person  before  claiming this
indemnity.

13.3     Notice of Claim
         ---------------
In case any action is brought  against an Indemnified  Party in respect of which
indemnity may be sought against any of the Parties hereto, the Indemnified Party
will give the relevant  Party hereto prompt written notice of any such action of
which the  Indemnified  Party has  knowledge  and such Party will  undertake the
investigation and defense thereof on behalf of the Indemnified Party,  including
the prompt retaining of counsel acceptable to the Indemnified Party affected and
the payment of all expenses. Failure by the Indemnified Party to so notify shall
not relieve  any Party  hereto of such  Party's  obligation  of  indemnification
hereunder  unless  (and only to the  extent  that)  such  failure  results  in a
forfeiture by any Party hereto of substantive rights or defenses.

13.4     Settlement
         ----------
No admission of liability  and no settlement of any action shall be made without
the  consent  of  the  Indemnified  Party  affected,  such  consent  not  to  be
unreasonably withheld.

13.5     Legal Proceedings
         -----------------
Notwithstanding  that the relevant Party hereto will undertake the investigation
and defense of any action,  an  Indemnified  Party will have the right to employ
separate counsel in any such action and participate in the defense thereof,  but
the fees and expenses of such counsel will be at the expense of the  Indemnified
Party unless:

<page>
                                       11

         (a)      such counsel has been authorized by the relevant Party hereto;

         (b)     the relevant Party hereto has not assumed the  defense  of  the
                 action within a reasonable period of time after receiving
                 notice of the action;

        (c)      the named  parties to any such  action  include  that any Party
                 hereto and the  Indemnified  Party  shall have been  advised by
                 counsel  that there may be a conflict of  interest  between any
                 Party hereto and the Indemnified Party; or

        (d)      there are one or more legal  defenses  available to the
                 Indemnified  Party which are  different  from or in addition to
                 those available to any Party hereto.


                                   Article 14
                                     NOTICE

14.1     Notice
         ------
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 the same, 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 thereof
if  delivered,  or, if given by registered  mail as  aforesaid,  shall be deemed
conclusively  to be the third  calendar  day after the same  shall  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.

14.2     Change of Address
         -----------------
Either  Party may at any time and from time to time  notify  the other  Party in
writing of a change of address  and the new  address  to which  notice  shall be
given to it thereafter until further change.


                                   Article 15
                               GENERAL PROVISIONS

15.1     Entire Agreement
         ----------------
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.

15.2     Enurement
         ---------
This Agreement will enure to the benefit of and will be binding upon the Parties
hereto, their respective heirs, executors, administrators and assigns.

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

<page>

                                       12

15.4     Time of the Essence
         -------------------
Time will be of the essence of this Agreement.

15.6     Applicable Law
         --------------

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.


15.7     Further Assurances
         ------------------
The  Parties  hereto  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.


15.8     Currency
         --------
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.


15.8     Severability and Construction
         -----------------------------
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  in a  proceeding  to any of the  Parties  hereto is a party,  that
ruling shall not impair the  operation  of, or have any other effect upon,  such
other portions of this Agreement as may remain  otherwise  intelligible  (all of
which shall  remain  binding on the Parties and  continue to be given full force
and agreement as of the date upon which the ruling becomes final).


15.9     Captions
         --------
The captions,  section numbers and Article  numbers  appearing in this Agreement
are  inserted  for  convenience  of  reference  only and shall in no way define,
limit, construe or describe the scope or intent of this Agreement nor in any way
affect this Agreement.


15.10    Counterparts
         ------------
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 Execution Date as set forth on the front page of this Agreement.

<page>
                                       13



15.12    Consents and Waivers
         --------------------
No consent or waiver expressed or implied by either Party hereto in -respect off
any breach or default by any other Party in the performance by such other of its
obligations hereunder -shall:

        (a)      be valid unless it is in writing and stated  to be a consent or
                 waiver pursuant to this section;

        (b)      be relied upon as a consent to or waiver of any other breach or
                 default of the same or any other obligation;

        (c)     constitute a general -waiver under this Agreement; or

        (d)     eliminate or modify the need for a specific consent or waiver
                pursuant to this section in any other or subsequent instance.

                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 Transferor herein,
was hereunto affixed in the presence of:

/s/
----------------------------
Authorized Signatory


The COMMON SEAL of
NITRO PETROLEUM INC.
the Transferee herein,
was hereunto affixed in the presence of:

/s/
----------------------------
Authorized Signatory

<page>

================================================================================


                                  SCHEDULE "A"


THIS IS  SCHEDULE  "A" to the  Asset  Purchase  Agreement  dated  the 1st day of
September, 2006.



                                   The Assets
                                   ----------
Fifty (50%)  percent of the  Transferror's  working  interest  in the  following
wells:

                1. 10% working interest in Inglish 4 well;
                2. 10% working interest in Inglish 5 well;
                3. 10% working interest in lnglish Dl well & Inglish D2 well;
                4. 5% working interest in Craig Muncaster 6 well; and
                5. 5% working interest in Craig Muncaster 7 well.

As defined in the  agreements,  to which the  Transferor  is a party,  copies of
which are attached as Schedule C.

<page>


                                  SCHEDULE "B"
                                PROMISSORY NOTE

$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
  nonpayment or protest of this Note.


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