Quantum Solar Power Corp.: Exhibit 10.20 - Filed by newsfilecorp.com





RELEASE AGREEMENT 

THIS AGREEMENT is dated as of the 5th day of October,
2011. 

BETWEEN: 


  
    
      
        
          QUANTUM SOLAR POWER CORP., of Suite
            300, 1055 West Hastings St., Vancouver, BC V6E 2E9 

          (the "Company") 

        

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        
          QUORUM CAPITAL CORPORATION, of Suite
            575, 1111 West Hastings St., Vancouver, BC V6E 2J3 

          (the "Consultant") 

        

      

    

  



OF THE SECOND PART 

WHEREAS: 

A.          The
Company and the Consultant (collectively, the “Parties”) entered into a
consulting agreement dated July 8, 2011 (the “Consulting Agreement”) whereby the
Company retained the consulting services of the Consultant in accordance with
the terms of the Consulting Agreement. 

B.          In
connection with the Consulting Agreement, the Company and the Consultant entered
into a stock option agreement dated August 8, 2011 (the “Stock Option
Agreement”) whereby the Company granted the Consultant an option to purchase
666,668 shares of the Company’s common stock at a price of USD $1.00 per share
until July 7, 2014 (the “Stock Options”). 

C.          The
Parties have mutually agreed to terminate the Consulting Agreement and Stock
Option Agreement effective immediately, and have negotiated a complete
resolution of any and all disputes, claims or potential claims arising between
them and the subject matter of the Consulting Agreement and Stock Option
Agreement on the terms and conditions set out below. 

NOW, THEREFORE, in consideration of the recitals state
above, which all Parties agree are accurate and complete, the agreements,
promises and warranties set forth below and other good and valuable
consideration, receipt of which is hereby acknowledged, the Parties agree as
follows: 

1.         
Termination 

1.1        The Company and
the Consultant agree, as of the date of this Agreement, the Consulting Agreement
and the Stock Option Agreement shall be terminated and be of no further force or
effect. 

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2.         
Consideration 

2.1        In consideration
of the Consultant’s Release (hereinafter defined) and termination of the Stock
Options, the Company hereby agrees to: 

	 	(a) 	
      pay CDN $25,000 to the Consultant on execution of this
      Agreement (the “Payment”); and

	 	 	 
	 	(b) 	
      completely release and forever discharge the Consultant
      from any and all past, present or future claims, demands, obligations,
      actions, causes of action, rights, damages, costs, loss of services,
      expenses and compensation which the Company has had, now has, or which may
      hereafter accrue or otherwise be acquired by the Company and/or any of its
      subsidiaries against the Consultant with respect to any matter relating to
      the Consulting Agreement and Stock Option Agreement (the “Company
      Release”).



3.         
Release and Discharge 

3.1        In
consideration of the Payment and the Company Release, the Consultant agrees:


	 	(a) 	
      the Stock Options shall terminate on execution of this
      Agreement; and

	 	 	 
	 	(b) 	
      to completely release and forever discharge the Company
      from any and all past, present or future claims, demands, obligations,
      actions, causes of action, rights, damages, costs, loss of services,
      expenses and compensation which the releaser has had, now has, or which
      may hereafter accrue or otherwise be acquired by the Consultant against
      the Company and/or any of its subsidiaries with respect to any matter
      relating to the Consulting Agreement and Stock Option Agreement (the
      “Consultant’s Release”).



4.        
 Nondispargement 

4.1        The
Consultant agrees that neither the Consultant nor any of its directors,
officers, employees and consultants will disparage or make negative statements
about the Company or any of its officers, directors, agents, employees,
successors and assigns. 

4.2        The Company
agrees that neither the Company nor any of its directors, officers, employees or
consultants will disparage or make negative statements about the Consultant or
any of its officers, directors, agents, employees, successors and assigns. 

5.        
 Non-Disclosure of Confidential Information 

5.1        During the term
of the Consultant’s engagement, the Consultant had access to certain
confidential information of the Company and its affiliates, which are valuable,
special and unique assets and property of the Company and its affiliates. The
Consultant will not and will ensure that its directors, officers, employees and
agents do not disclose any such information to any person, for any reason or
purpose whatsoever. The 

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Consultant further acknowledges that the breach of the
Consultant of this provision will cause the Company irreparable harm. 

6.         
Entire Agreement and Successors in Interest 

6.1        This
Agreement contains the entire agreement between the Parties with regard to the
matters set forth herein and shall be binding upon and inure to the benefit of
the executors, administrators, personal representatives, heirs, successors and
assigns of each. 

7.         
Independent Legal Advice 

7.1        This Agreement
has been prepared by O’Neill Law Group PLLC acting solely on behalf of the
Company. The Consultant acknowledges that he has been advised to obtain
independent legal advice. 

8.         
Governing Law 

8.1        This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada and each party hereto adjourns to the jurisdiction of the courts
of the State of Nevada. 

9.         
Additional Documents 

9.1        All parties agree
to cooperate fully and execute any and all supplementary documents and to take
all additional actions which may be necessary or appropriate to give full force
and effect to the basic terms and intent of this Agreement. 

10.        Effectiveness


10.1      This Agreement shall become
effective on execution. 

11.       
Miscellaneous 

11.1       This Agreement
supersedes any prior written or oral agreements or understandings between the
parties relating to the subject matter hereof. 

11.2       No modification or
amendment of this Agreement shall be valid unless in writing and signed by or on
behalf of the parties hereto. 

11.3       A waiver of the breach
of any term or condition of this Agreement shall not be deemed to constitute a
waiver of any subsequent breach of the same or any other term or condition.

11.4       This Agreement is
intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations. If any provision of
this Agreement, or the application thereof to any person or circumstance, shall,
for any reason and to any extent, be held invalid or unenforceable, such
invalidity and unenforceability shall not affect the remaining provisions hereof
and the application of such provisions to other persons or circumstances, all of
which shall be enforced to the greatest extent permitted by law.

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11.5       The headings in this
Agreement are inserted for convenience of reference only and shall not be a part
of or control or affect the meaning of any provision hereof. 

11.6       This Agreement may be
executed in one or more counter-parts, each of which so executed shall
constitute an original and all of which together shall constitute one and the
same agreement. 

IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above. 

QUANTUM SOLAR POWER CORP. 

	By: 	./s/ Daryl J. Ehrmantraut 	 
	  	Daryl J. Ehrmantraut 	 


QUORUM CAPITAL CORPORATION 

	By: 	/s/
      Wolf Wiese 	 
	Name: 	Wolf Wiese 	 
	Title: 	President 	 


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