exh_10-5.htm


     

     

     

                   

    Exhibit 10-5

     

    RAMEX PORTFOLIO

    LEGEND PROPERTY #4

    
      


      QUITCLAIM
DEED

      FOR
MINING CLAIMS/SITES IN OREGON

      


      Ronald C.
Gibson, Benjamin H. Erskine, Michael W. Marshall, Linda R. Hata of Prospect
Silica Enterprises, Inc., with a business address at 201 Forest Creek Road,
Jacksonville, Oregon, 97530-1901

      


      for
consideration paid, assigns, conveys, and quitclaims to:

      


      Q Lotus
Inc., a Nevada Corporation, with a business address at 500 N Dearborn, Unit 605,
Chicago, IL, 60654

      


      The
following mining claims/sites in Jackson County, Oregon:

      


      
        	
                Claim/Site
      Name

              	
                BLM
      Serial Number

              
	
                RAMEX
      2

              	
                ORMC
      149 084

              
	
                RAMEX
      3

              	
                ORMC
      149 085

              
	
                RAMEX
      4

              	
                ORMC
      149 086

              
	
                RAMEX
      5

              	
                ORMC
      149 087

              
	
                RAMEX
      8

              	
                ORMC
      149 089

              
	
                RAMEX
      9

              	
                ORMC
      149 090

              
	
                RAMEX
      10

              	
                ORMC
      149 091

              
	
                RAMEX
      11

              	
                ORMC
      149 092

              
	
                RAMEX
      14

              	
                ORMC
      149 094

              
	
                RAMEX
      15

              	
                ORMC
      149 095

              
	
                RAMEX
      16

              	
                ORMC
      149 096

              
	
                RAMEX
      17

              	
                ORMC
      149 097

              
	
                RAMEX
      19

              	
                ORMC
      156 974

              
	
                RAMEX
      20

              	
                ORMC
      156 975

              
	
                RAMEX
      21

              	
                ORMC
      156 976

              
	
                RAMEX
      22

              	
                ORMC
      156 977

              
	
                RAMEX
      23

              	
                ORMC
      156 978

              
	
                RAMEX
      24

              	
                ORMC
      156 979

              
	
                RAMEX
      25

              	
                ORMC
      156 980

              
	
                RAMEX
      26

              	
                ORMC
      156 981

              


      

      


      


      WITNESS
this 23rd  day of April ,
2010.

      


      


        /S/ Ronald
Gibson                                                        /S/ Benjamin H.
Erskine                                                      

      Ronald C.
Gibson                                                                           Benjamin
H. Erskine

      


      


        /S/ Michael W.
Marshall                                                        /S/ Linda R.
Hata                                                      

      Michael
W.
Marshall                                                                           Linda
R. Hata

      


       

       

      


      QUITCLAIM
DEED

      FOR
MINING CLAIMS/SITES IN OREGON

      (page 2
of 2)

      


      


      ------------------------------------------------------------------------------------------------------------

      Acknowledgement
for Persons

      State of
Oregon                                )

      Jackson
County                                )

        The
foregoing instrument was acknowledged before me this 23rd  day of April ,
2010.

      


      By                                                                 Ronald C. Gibson, Benjamin
H. Erskine, Michael W. Marshall, Linda R. Hata (Name(s) of Person(s)
Acknowledging)

      


      My
commission expires:  April 22, 2011

        /S/                                                      

      (seal)                                                                                 Notary
Public

      


      ---------------------------------------------------------------------------------------------------------------------------------

      Acknowledgement
for Corporation

      State of
Oregon                                )

      Jackson
County                                )

        The
foregoing instrument was acknowledged before me this 23rd  day of April ,
2010.

      


       

      By     /s/    Linda R. Hata (Name
of Officer) , Secretary (Title) of
Prospect Sillica
Enterprises (Name of corporation) , a OR (State of
Incorporation) corporation, on behalf of said corporation.

      


      My
commission expires:  April 22, 2011

        /S/ Linda R.
Hata                                                      

      (seal)                                                                                 Notary
Public

      


       

       

       

      


       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      


      Robert L.
Salmon

      P. 0. Box
1742

      Rogue
River, Oregon 97537

      


      Mining
Consultant

      


      February
23, 2010

       

      Ron
Gibson

      POB
400

      Rogue
River, OR 97537

       

      


      Re:
Silica Deposit in the Prospect Ranger District Quartz Mountain and Subsequent
Correspondence per RAMEX claims

      


      Dear
Ron,

       

      I am so
glad to see you are progressing on the Quartz Mountain property. If I understand
what you want from me, I will explain as follows; you want my considered opinion
of the estimated value of 400 acres of the total reserves of silica claims on
Quartz Mountain.

       

      Reference
is made to my letters of October 31, 2005 and February 29, 2008. Any mineral
deposit value is predicated on the value and demand at the time the opinion is
given. That being said, the value of the claims has doubled since I last
examined them in October of 2005. The volume has not changed-nor will
it.

       

      


      The
amount of tonnage in the 400 acre block at 100 feet depth equals approximately
175,000,000 tons today worth $80/ton or $14B. This is by no means the total of
the deposit.

       

      As you
and I discussed, when standing on the lower end of your claims, we could see the
exposed silica on three sides at over 500 feet in elevation. In my opinion,
there is at least 5 times the amount as stated above. This is what I believe and
seems to be consistent with the opinion of other geologist reports.

       

      


      Ron, you
know I am conservative by nature but I have never seen a deposit of this
magnitude. If I can be of further assistance, please advise.

      


      [Ed.
Note: The 400 acres are comprised of claims Ramex #2, #3, #4, #5, #8, #9, #10,
#11, #14, #15, #16, #17, #19, #20, #21, #22, #23, #24, #25, #26]

      


      


      Sincerely,

      


      /S/Robert
L. Salmon

      


      Robert L.
Salmon

      


      


       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Robert L.
Salmon

      P.O. Box
1742

      Rogue
River. Oregon  97537

      (541)-855-7403

       

      Resume

       

      


      I, Rooert
Salmon, am a constitutional councilor of law, having been called upon numerous
times to testify both for and against the government as an expert
witness.

       

      I have
been a private investigator for a mining attorney and other clients for the past
30 years. My duties included mineral claim examiner and the certification or
mineral claims records.

       

      As a
mining consultant, I have hands on experience from the staking of mineral claims
through the prototype into final production.

       

      In the
past 40 years, I have done hundreds of mineral evaluations on both precious
metal and industrial mineral properties, from Canada to Mexico.

       

      I have
had the pleasure of working with some of the finest professional people in the business,

       

      


      /S/
Robert L. Salmon

      


      Robert L.
Salmon

       

       

      


                                                                   3

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
        

      

       

       

      


      Mineral Rights
Agreement

       

      This
agreement is by and between Prospect Silica Enterprisess Inc. hereinafter
referred to as "transferor" and Q Lotus, Inc. hereinafter referred to as
"transferee."  Transferor agrees to transfer all "rights, title and
interest" in the attached exhibit describing the asset(s) to transferee for real
and valuable consideration.  Transferor represents he/she is the
rightful holder of the assets to be transferred and further that said asset(s)
are free of any liens, encumbrances or debts.  Transferor further
represents to transferee the assets are not the subject of any lawsuits
currently filed or anticipated to be filed in the future.

       

      In
exchange for the unencumbered transfer of all rights, title and interest in the
described asset(s), transferee has agreed to a revenue sharing agreement with
transferor to be derived from the use of the asset(s).  Said usage
will include but not be limited to mining and extraction of minerals from
subject properties and sale of said minerals.  Additionally, mineral
extractions might be utilized as collateral for loans or might back securities
offerings or be hypothecated in a variety of ways.

       

      Transferor
agrees to share with transferee, (in accordance with revenue sharing agreement),
whatever monetary value received by transferor in conjunction with the asset(s)
herein described after deduction of all expenses.  Transferor agrees
to protect the value of the asset(s) being transferred and to utilize said
asset(s) in a responsible manner to achieve maximum value to be shared by
transferor and transferee.

       

      Transferor
and transferee agree to continue to work in cooperation with each other now and
in the future to maximize asset value for their mutual benefit.

       

      Q
Lotus Inc

       

        /S/____Marckensie
Theresias                                            May 10,
2010

       

      Markensie
Theresias

       

      


       

        /S/____Ron
Gibson                                                            May 7,
2010

       

      _____Ron Gibson,
President___                                                                                                                      

       

      


       

        /S/__Ben
Erskine, Sr.__                                                    May 7,
2010

       

      _____Ben Erskine, Sr.
V.P._______                                                                                                                                      

       

      


       

        /S/  Mike
Marsahll                                                            May 7,
2010

       

      _____Mike Marshall,
Treasurer                                                                                                 

       

      


       

        /S/   Linda
Hata                                                            
   May
7, 2010

       

      _____Linda Hata,
Secretary_______                                                                                                           

      


       

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

       

       

      


      Letter
Agreement

      


      Reference
is hereby made to the “revenue sharing agreement” recited in the Mineral Rights
Agreement dated May 7, 2010 by and between Prospect Silica Enterprisess Inc.
(“transferor”) and Q Lotus, Inc. (“transferee”) hereinafter referred to as “The
Parties.”

      


      The
Parties hereby agree that the transferor shall be paid thirty percent (30%) of
the Net Revenue (gross revenue less all related expenses.)

      


      The
transferred assets include the following BLM Claims:

       

      
        	
                Serial
      Number

              	
                Claim
      Name

              	 
      	
                Serial
      Number

              	
                Claim
      Name

              
	
                ORMC
      149 084

              	
                RAMEX
      2

              	 
      	
                ORMC
      149 096

              	
                RAMEX
      16

              
	
                ORMC
      149 085

              	
                RAMEX
      3

              	 
      	
                ORMC
      149 097

              	
                RAMEX
      17

              
	
                ORMC
      149 086

              	
                RAMEX
      4

              	 
      	
                ORMC
      156 974

              	
                RAMEX
      19

              
	
                ORMC
      149 087

              	
                RAMEX
      5

              	 
      	
                ORMC
      156 975

              	
                RAMEX
      20

              
	
                ORMC
      149 089

              	
                RAMEX
      8

              	 
      	
                ORMC
      156 976

              	
                RAMEX
      21

              
	
                ORMC
      149 090

              	
                RAMEX
      9

              	 
      	
                ORMC
      156 977

              	
                RAMEX
      22

              
	
                ORMC
      149 091

              	
                RAMEX
      10

              	 
      	
                ORMC
      156 978

              	
                RAMEX
      23

              
	
                ORMC
      149 092

              	
                RAMEX
      11

              	 
      	
                ORMC
      156 979

              	
                RAMEX
      24

              
	
                ORMC
      149 094

              	
                RAMEX
      14

              	 
      	
                ORMC
      156 980

              	
                RAMEX
      25

              
	
                ORMC
      149 095

              	
                RAMEX
      15

              	 
      	
                ORMC
      156 981

              	
                RAMEX
      26

              
	 
      	 
      	 
      	 
      	 
      


      

      Understood
& Agreed To:

      


      Prospect
Silica Enterprisess Inc.

      


      By:                                                                  /S/  Ron
Gibson                                             05/15/2010

      Ron
Gibson,
President                                                                    Date

      By:                                                                  /S/ Ben Erskine
Sr.                                        05/15/2010

      Ben
Erskine, Sr.
V.P.                                                                    Date

      


      By:                                                                  /S/ Mike
Marshall                                         05/15/2010

      Mike
Marshall,
Treasurer                                                                                                    Date

      


      By:                                                                  /S/  Linda
Hata                                             05/15/2010

      Linda
Hata,
Secretary                                                                    Date

      


      Q
Lotus, Inc.

      


      By:                                                                  /S/  Marckensie
Theresias                           6/7/2010

      Marckensie
Theresias                                                                    Date

      


       

       

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