Exhibit 4.2


QMI MANUFACTURING INC.

REPRESENTATION AGREEMENT




This agreement is effective September 28, 2009 and is by and between:




QMI Manufacturing Inc.

202 – 11 Burbidge Street

Coquitlam, British Columbia, V4K 7B2 Canada (hereinafter “Principal”)




And




Arris Resources Inc.

1250 West Hastings Street

Vancouver, BC  V6E 2V4  CNSX:  AAS

Tel:  604-687-0879  Fax:  604-408-9301  (Hereinafter Distributor”)




RECITALS




WHEREAS, “Principal”, Manufactures Electronic Earthquake Control Monitoring Systems, and other Security Systems as listed in Appendix A (hereinafter “Product”), and sells, distributes and supplies these products to various distribution market and utilities exclusively.




WHEREAS, “Distributor”, desires to be the EXCLUSIVE independent Distributor for the solicitation of sales of the Products, and Principal desires to appoint the Distributor as Exclusive Distributor for the solicitation of sales of the Products.




AGREEMENT




1.

Appointment of Exclusive Distributor Principal hereby appoints and Distributor hereby accepts the appointment as Principal’s exclusive Distributor for the solicitation of sales of QMI Manufacturing Inc.’s Products for the Territory of India (hereinafter referred to as “Territory”).  Any other Territory may be amended to this Agreement upon written request and permission given to be approved by both parties.




2.

Term of Agreement This Agreement shall continue in full force and effect for the period beginning from the Effective Date of this Agreement.  This Agreement will remain in force unless terminated by either party or as in breach of this Agreement and such default continues after sixty (60) days written notice from the non-defaulting party to the defaulting party stating the particulars of such default.




3.

Distributor’s Duties and Obligations




(a)

Promote Product and solicit orders for sales of QMI Manufacturing Inc.’s Electronic Earthquake Control Monitoring Systems and related products in its Territory.




(b)

Furnish engineering services including but not limited to reviewing and evaluating the requirements for the Products and participating in the selection and designation of the proper Products and specifications thereof.




(c)

Furnish proper technical services to all users of the Products located or installed in the Territory, including but not limited to, assistance in connection with the start-up, check out and calibration of Products, the diagnosis of user inquiries concerning the Products 






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and the servicing of deficiencies in, and the performance of warranty obligations on the Products in the manner specified from time to time by Principal.




(d)

Maintain in the Territory suitable premises, equipment and current technical and promotional literature for the Products; and employ sufficient and suitably qualified and trained technical engineering and other competent personnel necessary to carry out the duties of the Distributor under this Agreement.  Distributor and its personnel shall maintain a working knowledge and familiarity with the Products, including associated services and attend training sessions appropriate to maintain such knowledge and familiarity.




(e)

Keep Principal fully informed of commercial and market conditions within the Territory and of the activities of customers and competitors and regularly covers the trade and industry for the purposes of furthering sales of the Products.




(f)

The Distributor’s responsibility is only to market the Principal’s Product.




(g)

Aided by all laws, electrical and plumbing codes, laws and government rules and regulations application to Distributor.




(h)

All orders are FOB Coquitlam, British Columbia.




4.

Shipping Procedure Method of Shipment will depend on the Distributor’s choice.  All transportation costs, insurance, duties, taxes and any other unforeseen shipping expenses shall be borne by the Customer from the factory shipment point.




5.

Placement of Orders and Terms of Payment  Distributor should send a signed faxed order on Distributor’s letterhead with the original order to be mailed to the Principal.  If the Distributor finds it is necessary, the Products may be invoiced directly by Principal (if the Principal agrees), to the customers.  In such cases, the difference of the prices agreed by the Distributor shall be reimbursed by the Principal.




6.

Product warranty QMI warrants its Products to be free from defects in material and workmanship under the same 1-year warranty applicable in Canada and the USA.  QMI does not warranty any problems with the Product that can and will arise with improper installation.




7.

Confidentiality  Distributor agrees to keep confidential and not disclose to any third party any of the Principal’s designated proprietary information supplied by the Principal in connection with this Agreement either written, oral, computer generated or published.  Confidential Information shall be stamped and signed as CONFIDENTIAL.




8.

Trademarks and Trade Names and Patents




(a)

Distributor acknowledges the validity of the trademarks and trade names and patents which are the exclusive property of QMI Manufacturing Inc. which designates and identifies the Products and further acknowledges that Principal or its subsidiaries or affiliates are the exclusive owners of such marks and names and patents and agrees not to copy any of QMI Manufacturing Inc.’s products.




(b)

On its letterheads, business cards, invoices, statements, etc. Distributor or sales office may identify itself as the Distributor of the Principal.






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(c)

Distributor agrees that it will never use any trademark or trade name of Principal or its subsidiaries or affiliates or any simulation of such marks or names as a part of Distributor’s corporate or other trading name or designation of any kind without permission of Distributor.




9.

Governing Law, Entire Agreement




The validity, interpretation and performance of this Agreement and any dispute connected herewith shall be governed and construed in accordance with the laws of the Province of British Columbia and in accordance with the rules of the British Columbia Supreme Court.  The Agreement constitutes the full understanding of the parties, a complete allocation of risks between them and complete and exclusive statements of the terms and conditions of their agreement.  This Agreement cancels and supercedes all existing contracts and arrangements by and between Principal and the Distributor for the representation of Principal.  Except as specifically provided in this Agreement, no conditions, usage of trade, course of dealing of performance, understanding or agreement purporting to modify, vary, explain or supplement the terms and conditions of this Agreement shall be binding unless hereafter made in writing and signed by the party to be bound, and no modifications shall be affected by the acknowledgement terms and conditions at variance with or in addition to those set forth herein.




No waiver of either Principal or Distributor with respect to any breach or default or of any right to remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing signed by the party to be bound.  If any term or condition of this Agreement or the application thereof is judicially or otherwise determined to be invalid or unenforceable, the remainder of this Agreement and the application thereof shall not be affected and shall remain in full force and effect.




10.

Attachments to this Agreement




The Attachments are:




1 – Appendix A – All Products




IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written by their respective authorized officials.




For “Principal” QMI Manufacturing Inc.

Raymond Wood, President and CEO







/s/  Raymond Wood

Dated:  October 8, 2009




For the “Distributor”




/s/  Lucky Janda

Dated:  October 8, 2009


















Appendix A – Products for Distribution




1.

Seismic Sensor 2700

Sale to Market:

$400

Cost to Arris:

$200

Number of Units (year 1): 

1,000

Number of Units (year 2):  

2,000

Number of Units (year 3):  

3,000




2.

RF Quake

Sale to Market:

$210

Cost to Arris

$105

Number of Units (year 1): 

1,000

Number of Units (year 2):  

2,000

Number of Units (year 3):  

3,000




3.

Watch Dog

Sale to Market:

$90

Cost to Arris: 

$45

Number of Units (year 1): 

1,000

Number of Units (year 2):  

2,000

Number of Units (year 3):  

3,000




Senior Service Agreements:  Training for Arris and on call rates.



















QMI MARKETING LTD.
















March 25, 2009







ARRIS RESOURCES INC.

ARRIS OIL & GAS INC.

1250 West Hastings Street

Vancouver, BC  V6E 2V4

Phone:  604-687-0879

Fax:  604-408-9301







To Whom it May Concern:




RE:

AUTHORIZATION OF USING THE NAME QMI, QMI MARKETING, QMI MARKETING LTD.







I hereby authorize Arris Resources Inc. and Arris Oil and Gas Inc. of using the name of my company:  “QMI Marketing Ltd.”, or part of its name.




Sincerely,




QMI MARKETING LTD.







/s/ 

Raymond Wood

Raymond Wood

President