exh_10-3.htm


     

     

    Exhibit 10-3

     

     

    HARLEY DOME #10 AND #11

    LEGEND PROPERTY # 1 and # 
2


    QUITCLAIM
DEED

    


    FOR
MINING CLAIMS/SITES IN UTAH

    


    ATP
Holdings Inc., with a business address at 2764 Lakeshore Drive, Suite 111, Las
Vegas, Nevada, 89117

    


    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 Grand County, Utah:

    


    
      	
              Claim/Site
      Name

            	
              BLM
      Serial Number

            
	
              Harley
      Dome #10

            	
              UMC
      331 938

            
	
              Harley
      Dome #11

            	
              UMC
      331 939

            


    

    


    


    WITNESS
this 27th  day
of April , 2010.

    


    


    


      /S/ John F.
Walter                                                      

    John F.
Walter

    


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

    Acknowledgement
for Persons

    State of
Utah                                )

    Grand
County                                )

      The
foregoing instrument was acknowledged before me this 27th  day
of April , 2010.

    


    By                                                                John
F. Walter

    


    My
commission expires:  07/28/2012

      /S/ John F.
Walter                                                      

    (seal)                                                                                 Notary
Public

    


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

    Acknowledgement
for Corporation

    State of
Utah                                )

    Grand
County                                )

        The
foregoing instrument was acknowledged before me this 27th  day
of April , 2010.

    


    


    By  John
F. Walter, President of ATP HOLDINGS, INC., a Nevada corporation, on behalf of
said corporation.

    


    My
commission expires:   07/28/2012

      /S/ John F.
Walter                                                      

    (seal)                                                                                 Notary
Public

    



    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
 

      Your
Geologist

      Dell R.
Foutz (Ph.D.)

      221 Messa
Avenue

      Grand
Junction, Colorado 81501

      (970)
243-7088

      


      February
8, 2010

       

      


      To Whom
It May Concern:

      


      I
submitted a report on properties of RWH Minerals, Inc. on September 8,
1993.  The property remains as it was on the date of the
report.  Although there have been some additional testing on the site,
nothing has been mined.

      


      Based on
the testing and the assays done in 1995 and 1996 and testing done in 2004 by
metallurgist, Greg Iseman of Henderson Nevada, the current value of one of the
mines is in excess of 53 Billion Dollars.  This is the in place value
calculated using the current value of the noble metals in the carbonaceous
ore.  The value is calculated using the following
parameters.

      


      
        	
                Acres

              	
                SF/Ac

              	
                Depth

              	
                lbs/cu
      ft

              	
                Tons

              	
                Net
      Value/Ton

              	
                Total
      Value

              
	
                80

              	
                43,560

              	
                23

              	
                100

              	
                4,007,520

              	
                13,225

              	
                $53
      Billion

              


      

      


      


      Respectfully,

      


        /S/  Dell
R.
Foutz                                               

      Dell R.
Foutz, Geologist

      


      Mesa
County Colorado

      


      On February 9, 2010, before me, a
Notary Public, personally came Dell R. Foutz, to me known to be the person
described in and who executed the foregoing instrument and acknowledged that he
had executed the same.

      


        /S/  Leandra
Ludlam                                                                

      Notary
Public                                                                           (seal)

      My
Commission Expires: 4/13/13


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Your
Geologist

      Dell R.
Foutz (Ph.D.)

      221 Messa
Avenue

      Grand
Junction, Colorado 81501

      (970)
243-7088

      


      John
F. Walter

      RWH
MINERALS. INC.

      9916
52.5 Road

      Molina,
Colorado 81646

       

      September
27, 2006

       

      


      Dear
Sir:

      


      As
per your request, this letter serves as the valuation of Harley Dome # 10 Mining
Claim. My original report included your entire property and had a value at that
time of approximately $5.3 Trillion dollars. Harley Dome # 10 is very near the
center of the entire property and has the deepest deposit of ore. Assays taken
from this claim have proven to be above average, however I will use the averages
from the certified assays used previously. These were the reports
submitted.

       

      


      Bremer Technology Assay #20957 is for
Hole #1

      Bremer Technology Assay #20958 is for
Hole #2

      Bremer Technology Assay #20959 is for
Hole #3

      


      Metallurgical Research Lab Assay #2289
is for Hole #1

      Metallurgical Research Lab Assay #2290
is for Hole #2

      Metallurgical Research Lab Assay #2291
is for Hole #3

      


      Iseman Consulting Metallurgist
Surface Sample The insitu value of the deposit may be obtained by:

       

      
        	
                1)  

              	
                Taking
      the combined results from the three assay
  companies

              


      

      2) Calculating
the gross value per ton of ore

      3) Estimating
the area containing the ore

      
        	
                4)  

              	
                Use
      the depth of ore obtained from drilling the three holes and the density of
      the ore

              


      

      
        	
                5)  

              	
                Computing
      the total value.

              


      

      



      Based on
the figures received from the assay companies and RWH Minerals, Inc. concerning
the total acreage in Harley Dome #10, and the current value of the noble metals
found in the ore as of September 27, 2006, I submit the following
valuation:

       

      1) Value
from combined Assays $13,225/Ton

      2) Estimate
of area containing ore— 80 Acres

      3) Depth of
ore (average— 23 feet)

       

      4) Density
of ore 100 lbs/cu.ft.

      5) Total
amount of ore 4,007,520 Tons

      6) Total Value of ore in Harley Dome
#10$53,000,000,000

       

      Attached
is the breakdown of the assays which shows the current prices of the metals and
the average amounts obtained per ton of ore.

       

      


      


      Sincerely,

      


      /S/

      


      Dell R.
Foutz, Geologist

      Ph.
970-234-0788

      


      State of
Colorado  

       )ss.

      County of
Mesa                                           

       

      The
foregoing instrument was acknowledged before me this 27th day
of September, 2006 by Dell R. Foutz.

       

      


      Witness
my hand and notary seal.  My commission expires    10/01/2008  .

      


      (seal)                                             /S/  Lenna
S
Crim                                                                

      Notary Public

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Your
Geologist

      Dell R.
Foutz (Ph.D.)

      221 Messa
Avenue

      Grand
Junction, Colorado 81501

      (970)
243-7088

      


      John
F. Walter

      RWH
MINERALS. INC.

      9916
52.5 Road

      Molina,
Colorado 81646

       

      September
27, 2006

       

      


      Dear
Sir:

      


      As
per your request, this letter serves as the valuation of Harley Dome # 11 Mining
Claim.  My original report included your entire property and had a
value at that time of approximately $5.3 Trillion dollars. Harley Dome # 11 is
very near the center of the entire property and has the deepest deposit of ore.
Assays taken from this claim have proven to be above average, however I will use
the averages from the certified assays used previously. These were the reports
submitted.

       

      


      Bremer Technology Assay #20957 is for
Hole #1

      Bremer Technology Assay #20958 is for
Hole #2

      Bremer Technology Assay #20959 is for
Hole #3

      


      Metallurgical Research Lab Assay #2289
is for Hole #1

      Metallurgical Research Lab Assay #2290
is for Hole #2

      Metallurgical Research Lab Assay #2291
is for Hole #3

      


      Iseman Consulting Metallurgist
Surface Sample The insitu value of the deposit may be obtained by:

       

      
        	
                6)  

              	
                Taking
      the combined results from the three assay
  companies

              


      

      7) Calculating
the gross value per ton of ore

      8) Estimating
the area containing the ore

      
        	
                9)  

              	
                Use
      the depth of ore obtained from drilling the three holes and the density of
      the ore

              


      

      
        	
                10)  

              	
                Computing
      the total value.

              


      


      Based on
the figures received from the assay companies and RWH Minerals, Inc. concerning
the total acreage in Harley Dome #11, and the current value of the noble metals
found in the ore as of September 27, 2006, I submit the following
valuation:

       

      7) Value
from combined Assays $13,225/Ton

      8) Estimate
of area containing ore— 80 Acres

      9) Depth of
ore (average— 23 feet)

       

      10) Density
of ore 100 lbs/cu.ft.

      11) Total
amount of ore 4,007,520 Tons

      12) Total Value of ore in Harley Dome
#11$53,000,000,000

       

      Attached
is the breakdown of the assays which shows the current prices of the metals and
the average amounts obtained per ton of ore.

       

      


      


      Sincerely,

      


        /S/  Dell
R.
Foutz                                          

      


      Dell R.
Foutz, Geologist

      Ph.
970-234-0788

      


      State of
Colorado  County of
Mesa                                         

       

      The
foregoing instrument was acknowledged before me this 27th day
of September, 2006 by Dell R. Foutz.

       

      


      Witness
my hand and notary seal.  My commission expires    10/01/2008  .

      


      (seal)                                             /S/  Lenna
S
Crim                                                                

      Notary Public


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      Your
Geologist

      Dell R.
Foutz (Ph.D.)

      221 Messa
Avenue

      Grand
Junction, Colorado 81501

      (970)
243-7088

      


      RESUME:
DR. DELL It FOUTZ, PH.D.

       

      EDUCATION:

      A.S.
1952 Weber State College.

      B.S.
1955 B.Y.U.

      M.S.
1960 B.Y.U. Stratigraphic Geology

      Ph.
D. 1965 Washington State University. Geology; Minor: Soils

       

      WORK
EXPERIENCE:

       

      1951
— 1954 Utah State Engineer's Office; water adjudication 1956 (summer) U.S.
Steel, coal exploration, in Colorado

      1956
— 1959 U.S. Air Force; pilot, radar and intelligence 1962 (summer) Shell Oil,
field geology, in Wyoming and Utah

       

      1964
— 1972 EXXON; exploration and production geology, in Texas 1972 — 1995 Mesa
State College; Professor of Geology and weather 1978 (summer) USBurRec Grand
Junction, dam sites, canal lining 1979 — 1081 Paraho (oil shale), geologist and
technical writer

       

      1993
— 1994 Chairman of geology Department, Mesa State College

       

      Consulting
in placer and hard-rock gold in Utah & Colorado Gravel deposits in Colorado,
Oil, gas, and uranium in Colorado, Utah, and Wyoming; homesites in Mesa
Co.

       

      MEMBERSHIPS:

      Grand
Junction Geological Society, Sigma Gamma Epsilon

      Formerly
a member of AAPG, AIPG, AIME/SME, SEPM, Sigma Xi, Gulf Coast geological Society,
Permian Basin geological Society.

      Served
two terms as President of GJGS, and was secretary of the local chapter of AIME
about seven years from about 1979 —1986

       

      
        	
                 
      

              	
                PUBLICATIONS:
      Where is the Gold on the Colorado River (1982, second Printing,
      1986)

              


      

       

      Geology
of Colorado, Illustrated (1994); a college text

      


      Resume


      This
abbreviated resume is prepared in March, 1995 to support my participation in a
small sample drilling project near the Utah-Colorado state line near Grand
Junction, CO.

       

      Respectfully
submitted,

       

      


        /S/                                           

      Dell R.
Foutz, Geologist,

      (970)
243-7088

      


      


      The
foregoing instruments were acknowledged before me this 12th day
of Octobver, 2006 by Dell R. Foutz, personally known to me.

      


      Witness
my hand and notary seal.  My commission expires    08/25/2010  .

      


      (seal)                                                        /S/                                                      

      Notary Public


      
        
           


        

        
          5

          
            

          

        

        
           


        

      



    
      


       

      


       

      Mineral Rights
Agreement

       

      This
agreement is by and between “ATP HOLDINGS, 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.

       

      


       

        John F. Walter /
President  ATP HOLDINGS,
INC.                                                                                                                              May 7,
2010                                

       

        /S/ John F.
Walter                                           

       

      


       

      Markensie
Theresias, CEO Q Lotus
Inc                                                                                                               May 10,
2010           

       

       

       

       /S/ Marckensie
Theresias                                                                                                  

      6

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       Letter
Agreement

      


      


      


      Reference
is hereby made to the “revenue sharing agreement” recited in the Mineral Rights
Agreement dated May 7, 2010 by and between “ATP HOLDINGS, 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

              
	
                UMC
      331 938

              	
                Harley
      Dome #10

              
	
                UMC
      331 939

              	
                Harley
      Dome #11

              


      

      


      


      


      Understood
& Agreed To:

      


      


      “ATP
HOLDINGS, INC.”

      


      By:             /S/ John F.
Walter                                                           5/15/2010                                

      John F. Walter,
President                                                                                                Date

      


      


      Q Lotus,
Inc.

       

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

      Marckensie
Theresias                                                                                                Date

      


      


       



 

      
        
          
          

        

        
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