EXHIBIT 10.24


Hobson, Lorenze, Bowersock & Associates


ADVERTISING AND PROMOTIONAL SERVICE AGREEMENT


THIS
AGREEMENT, (this “Agreement”) is made on May 25, 2005, between Hobson, Lorenze,
Bowersock & Associates, (“HLB”) a legal partnership in the State of Florida,
and QI Systems Inc., (“Client”), trading symbol “QIIIF” on the OTCBB, which may
be changed to “QIII” on the OTCBB.


Whereas, HLB
is in the business of planning, developing and implementing promotional
campaigns for corporations;


Whereas,
Client wants to engage HLB to prepare and implement a promotional campaign for
Client;


Now,
therefore, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of that are
acknowledged, the parties, intending to be legally bound, agree as follows:


Promotional Services


Term: Subject
to Client’s compliance with each of the representations, warranties and
covenants and agreements made by Client in this Agreement, HLB agrees to
provide to Client and Promotional Services identified on Exhibit A to this
Agreement and incorporated herein by reference, for the period commencing on
the date that this Agreement is executed and delivered by the Client
(“Effective Date”) and expiring one (1) year following the Effective Date of
this Agreement (the “Term”).


Representations and
Warranties of Client

As of the date hereof and during the Term of this
Agreement, Client represents and warrants to HLB that:


Organization.
Client is a corporation duly organized, validly existing and in good standing
under the laws of the state of its incorporation and is duly qualified to do
business as a corporation in each jurisdiction in which it owns or leases
property or engages in business.


Formal Action.
Client has the corporate power and authority to execute and deliver this
Agreement and to perform each of its obligations hereunder. The Client has
taken all necessary action to approve the execution and delivery of this
Agreement and the performance of all obligations of Client in this Agreement.


Valid and Binding
Agreement. The Client has duly executed and delivered
this Agreement, which is the valid and binding obligation of the Client,
enforceable against it in accordance with its terms.


No Violation.
The execution, delivery and performance of this Agreement by Client does not
and will not violate any provisions of the certificate of incorporation or
bylaws of the Client or any agreement to which Client is a party or any
applicable law or regulation or order or decree of any court, arbitrator or
government. Client is not required to request action of, filing with, any
governmental or public body or authority in connection with the execution,
delivery or performance of this Agreement.


Accuracy of
Information. The Client has furnished information to
HLB regarding the business, operations, financial condition (including
financial statements), business plans and biographical information regarding
the Client’s directors and officers (collectively referred as the “Information
Package”). Client represents and warrants that the Information Package is true,
complete and accurate in all material respects and does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances in which they were made.


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Representations and
Warrants of HLB


Organization.
HLB is a partnership duly organized, validly existing and in good standing
under the laws of the State of Florida and is duly qualified to do business in
each jurisdiction in which it owns or leases property or engages in business.


Formal Action.
HLB has the corporate power and authority to execute and deliver this Agreement
and to perform each of its obligations hereunder. HLB has taken all necessary
action to approve the execution and delivery of this Agreement and the
performance of all obligations of HLB in this Agreement.


Valid and Binding
Agreement. HLB has duly executed and delivered this
Agreement, which is the valid and binding obligation of HLB, enforceable
against it in accordance with its terms.


No Violation.
The execution, delivery and performance of this Agreement by HLB does not and
will not violate any bylaws of HLB or any agreement to which HLB is a party or
any applicable law or regulation or order or decree of any court, arbitrator or
government. HLB is not required to request action of, filing with, any
governmental or public body or authority in connection with the execution,
delivery or performance of this Agreement.


Covenants and
Agreements.


Client
covenants and agrees to the following:


Client Certification.
Client acknowledges that it is responsible for the accuracy and completeness of
the Information Package and for all other information furnished to HLB and for
the accuracy and completeness of the contents of all materials prepared by HLB
for and on behalf of Client. The Client hereby designates the individuals
listed on Exhibit B to this Agreement as duly authorized representatives of
Client for purposes of certifying to HLB the accuracy of all documents,
advertisements or other materials prepared by HLB for and on behalf of Client.
The Client agrees to promptly advise HLB in writing of any condition, event,
circumstance or act that would constitute a material adverse change in the
business, properties, financial condition, stock price or business prospects of
the Client or which would make any of the information contained in the
Information Package or in any document prepared by HLB for and on behalf of
Client misleading in any material respect. Client hereby agrees that HLB and
its directors, officers, agents, and employees may rely on the Information
Package and on all other information furnished by Client, and on each and every
certification provided by an authorized representative of Client, until HLB is
advised in writing by an authorized representative of Client that the
information previously furnished to HLB is inaccurate or incomplete in any
material respect. Client acknowledges that HLB shall prepare proofs and/or
tapes of the agreed upon materials and information, as set for dissemination,
for the Client’s review and approval and Client shall sign and return such
materials marking all corrections and changes that the Client believes appropriate.
Client acknowledges that HLB will make oral representations based on the
Information furnished hereunder and the Client authorizes representations.


Books and Records.
Client shall maintain true and complete books, records, and accounts in which
true and correct entries shall be made of its transactions in accordance with
generally accepted accounting principals consistently applied (“GAAP”).


Financial and other Information.
Client agrees to furnish to HLB the following:


Depository Trust
Company Reports (DTC). On the first day of business
for the New York Stock Exchange each week HLB shall receive from the client
company, the client company’s DTC report for the previous week.


Annual Financial
Statements. As soon as practicable, and in any event
within 105 days after the close of the Client’s fiscal year, annual financial
statements including a balance sheet, an income statement, a statement of cash
flows, and a statement of stockholder’s equity, and all notes thereto prepared
in accordance with GAAP and audited by an independent certified public
accountant.


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Quarterly Financial
Statements. As soon as practicable, and in any event
within 50 days after the end of each fiscal quarter, quarterly and year-to-date
income statements, a statement of cash flows, and a statement of stockholder’s
equity, prepared by Client in accordance with GAAP and certified by the chief
financial officer and chief executive officer of Client as fairly presenting,
subject to normal year-end audit adjustments, the Client’s financial position
as of and for the periods indicated. 


Hobson, Lorenze,
Bowersock & Associates Reliance on Client’s Full Disclosure.
Client will provide, or cause to be provided, to HLB all financial and other
information requested by HLB for rendering its services pursuant to this
Agreement. Client recognizes and confirms that HLB will use such information in
performing the services contemplated by this Agreement without independently
verifying such information and that HLB does not assume any responsibility for
the accuracy of completeness of such information. The persons executing this
Agreement on behalf of Client certify that there is no fact known to them which
materially adversely affects or may (so far as the Client’s senior management
can now reasonably foresee) materially adversely affect the business,
properties, condition (financial or other) or operations (present or
prospective) of the Client which has not been set forth in written form
delivered by Client to HLB. The persons executing this Agreement on behalf of
Client agree to keep HLB promptly informed of any fact hereafter known to
Client which materially adversely affects or may (so far as the senior
management can now reasonably foresee) materially adversely affect the
business, properties, condition (financial, stock price or other) or operations
of Client.


Legal Representation.
Client acknowledges and agrees that it has been and will continue to be,
represented by legal counsel experienced in corporate and securities law and
Client acknowledges that it has been advised as to the obligations imposed on
it pursuant to such laws and understands that it will have the obligation and
responsibility to see that all such laws are complied with at all times during
the Term of this Agreement.


Compensation.
In consideration of Promotional Services to be performed by HLB hereunder,
Client hereby agrees to compensate HLB in the manner in the amount specified in
Exhibit C which is attached hereto and incorporated herein by reference
thereto.


Indemnity.
(a) The Client hereby agrees that it will indemnify and hold harmless HLB and
each partner, employee or representative from and against any and all loss,
claim, damage, liability, cost or expense whatsoever, including legal fees and
expenses arising out of or based upon any material breach of this Agreement by
Client or any material inaccuracy of the representations and information
received from Client if the same does not result from unauthorized or
inaccurate statements made by, or result from the misconduct of HLB’s partners,
employees, consultants, representatives agents, advisors or finders.
Notwithstanding the foregoing provisions of this paragraph, any amount included
or paid by the Client that has been determined by a court of the competent
jurisdiction to have been the direct result of the gross negligence, bad faith
or willful malfeasance of HLB or any of its direct employees will be reimbursed
by HLB to the Client immediately or offset against any amount that may be
determined by such court to be owed by Client to HLB.


(b) HLB hereby
agrees that it will indemnify and hold harmless the Client and each director,
officer, employee or representative from and against any and all loss, claim,
damage, liability, cost or expense whatsoever, including legal fees and
expenses arising out of or based upon any material breach of this Agreement by
HLB or the publication, distribution or any other dissemination of inaccurate
information regarding the Client by HLB if the same results from unauthorized
or inaccurate statements made by, or result from the misconduct of HLB’s
partners, employees, consultants, representatives agents, advisors or finders.
Notwithstanding the foregoing provisions of this paragraph, any amount included
or paid by HLB that has been determined by a court of the competent
jurisdiction to have been the direct result of the gross negligence, bad faith
or willful malfeasance of the Client or any of its direct employees will be
reimbursed by the Client to HLB immediately or offset against any amount that
may be determined by such court to be owed by HLB to the Client.


Relationship of the
Parties. This Agreement provides for the providing of
promotional services by HLB to Client and the provisions herein for compliance
with financial covenants, delivery of financial statements, and similar
provisions are intended solely for the benefit of HLB to provide it with
information on which it may rely in providing services hereunder and nothing
contained in this Agreement shall be construed as permitting or obligating HLB
to act as a financial or business advisor or consultant to Client, as
permitting or obligating HLB to participate 


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in the
management of Client’s business, as creating or imposing any fiduciary
obligation on the part of HLB with the respect to provisions of services
hereunder and HLB shall no such duty or obligation to client, as providing or
counseling Client as to the compliance by Client with any federal or state
securities or other laws effecting the services to be provided hereunder, or as
creating any joint venture, agency, or other relationship between parties other
than explicitly and specifically stated in this Agreement. The Client
acknowledges that it has had the opportunity to obtain the advice of
experienced counsel of its own choosing in connection with the negotiation and
execution of this Agreement, the provision of services hereunder and with
respect to all matters contained herein, including, without limitation, the
provisions of compensation. HLB shall be solely responsible for its compliance
with all applicable federal or state securities laws related to HLB’s actions
hereunder.


Survival of Certain
Provisions. The Client’s obligation to pay the fees
and expenses set forth in Exhibit C hereto and each party’s obligation to comply
with the indemnification provisions set forth above shall remain operative and
in full force and effect regardless of any termination of this Agreement and
shall be binding upon the respective party, and, in the case of the indemnity
agreement, shall inure to the benefit of each party and their respective
agents, employees, officers, directors, partners, the controlling persons
referred to in Exhibit D hereto, and their respective successors and assigns
and heirs, and no other person shall acquire or have any right under or by
virtue of this Agreement. All amounts paid or required to be paid under
covenants, agreements, compensation of this Agreement shall be fully earned on
the Effective Date of this Agreement and in the case of termination for cause pursuant
to the immediately subsequent paragraph, become immediately due and payable in
full.


Termination For
Cause. HLB shall have the right to terminate its
obligation to provide services hereunder, pursuant to this Agreement if it
discovers evidence of, and in the exercise of its judgment believes, that the
representations and warrants made by the other party herein are inaccurate in
any material respect or if the other party breaches any of its covenants and
agreements continued herein, or if any federal or state governmental agency or
instrumentally institutes an investigation or legal action.


Governing Law.
This Agreement shall be governed by the laws of the State of Florida applicable
to contracts executed and performed in the Circuit Court, Seminole County, in
the State of Florida (without regard to the principles of conflicts of laws).


Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together constitute one and the same instrument.


Accumulation of
Rights and Remedies. No right or remedy of HLB under
this Agreement is intended to preclude any other right or remedy and every
right shall coexist with every other right and remedy now or hereafter
existing, whether by contract, at law, or in equity.


Successors and
Assigns. This Agreement shall insure to the benefit of
and be binding upon parties and their successors and assigns. Client shall not
have any right to assign any rights or delegate any of its obligations or
responsibilities under this Agreement except as expressly stated herein.


Payments of Fees and
Expenses on Enforcing Agreement. In the event of any
dispute between the parties arising out of or related to this Agreement or the
interpretation thereof, at the trial level or appellate level, the prevailing
party shall be entitled to recover from the non-prevailing party all costs and
expenses, including reasonable fees and disbursements of counsel which may be
incurred in connection with such proceeding, without limitation, including any
costs and expenses of experts, witnesses, depositions and other cost.


Notices.
Any notices or other communication required or permitted to be given hereunder
shall be in writing, and shall be delivered to the parties at the addresses set
forth below (or to such addresses as the parties may specify by due notice to
the others). Notices or other communications shall be effective when received
at the recipient’s location (or when delivered to that location if receipt is
refused). Notices or other communications given by facsimile transmission shall
be presumed received at the time indicated in the recipient’s automatic
acknowledgement. Notices or other communications given by Federal Express or
other recognized overnight courier service should be presumed received on the
following business day. Notices or other communications given 


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by certified
mail, return receipt requested, postage prepaid, shall be presumed received
three business days after the date of mailing.


QI Systems,
Inc.

704 Saddle Brock Drive

Colleyville, Texas 76034

Attention: Matthew Yugovich, Chairman, and Steve Garman, CEO


Hobson,
Lorenze, Bowersock & Associates

207 North Moss Road

Winter Springs, Florida 32708

Attention: Todd Lorenze, Partner


The foregoing
provisions of this Agreement notwithstanding, Superior Oil and Gas, Inc. shall
not be obligated to provide any document or information to HLB to the extent
that it may result in any violation of regulation FD of the Securities and
Exchange Commission.


Headings.
The heading in this Agreement is intended solely for convenience of reference.
They shall be given no effect in the construction or interpretation of this
Agreement.


Severability.
The invalidity or unenforceability of any provision of this Agreement shall not
impair the validity or enforceability of any other provision.


In Witness whereof,
the parties have executed this Agreement as the date first above written.


QI Systems, Inc.


	
   

  	
   

  
	
  By:

  	
  /s/ MATTHEW YUGOVICH

  
	
   

  	
  


  
	
   

  	
  Matthew
  Yugovich, Chairman of the Board

  
	
   

  	
   

  
	
  By:

  	
  /s/ STEVEN GARMAN

  
	
   

  	
  


  
	
   

  	
  Steven
  Garman, CEO

  



Hobson, Lorenze,
Bowersock & Associates


	
   

  	
   

  
	
  By:

  	
  /s/ RYLAND HOBSON

  
	
   

  	
  


  
	
   

  	
  Ryland
  Hobson, Partner

  
	
   

  	
   

  
	
  By:

  	
  /s/ TODD LORENZE

  
	
   

  	
  


  
	
   

  	
  Todd
  Lorenze, Partner

  
	
   

  	
   

  
	
  By:

  	
  /s/ RICHARD BOWERSOCK

  
	
   

  	
  


  
	
   

  	
  Richard
  Bowersock, Partner

  



5







EXHIBIT
A


Advertising and
Promotional Services


The services
to provide are as follows:


HLB will
contact retail stockbrokers who will review Client’s company. This process will
begin immediately upon HLB receiving the compensation as well as Client’s
current Depository Trust Securities Commission’s (DTC Reports). HLB will
distribute the Information Package to all inquiring brokers. The Client shall
supply the necessary materials for the Information Package and update it on a
continual basis at Client’s cost. HLB will provide assistance in review of
documentation to be sent to stockbrokers, at Client’s request.


Performances
by Client are as follows:


Client is to
provide a DTC listing as well as Standards & Poor’s listing within 30 days
of execution of this Agreement.


Client will
provide its shareholders with audited financial statements on a yearly basis
and un-audited financial statements on a quarterly basis. Filings that can be
seen on the internet with the Security Exchange Commission at “www.sec.gov”
will be adequate for providing these financial statements. Client will use its
reasonable best efforts to register or qualify any shares of common stock of
Client under the securities or blue sky laws of such jurisdiction as any broker
or market maker may reasonably request and do any and all other acts and things
which may be reasonably necessary or advisable to enable such broker or market
maker to consummate the purchase in such jurisdiction of shares of common stock
of Client, provided that the Client will not be required to (1) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section (2) subject itself to taxation in any
such jurisdiction or (3) consent to general service of process in any jurisdiction.


6







EXHIBIT A Signatures


QI Systems, Inc.


	
   

  	
   

  
	
  By:

  	
  /s/ MATTHEW YUGOVICH

  
	
   

  	
  


  
	
   

  	
  Matthew
  Yugovich, Chairman of the Board

  
	
   

  	
   

  
	
  By:

  	
  /s/ STEVEN GARMAN

  
	
   

  	
  


  
	
   

  	
  Steven
  Garman, CEO

  



Hobson, Lorenze,
Bowersock & Associates


	
   

  	
   

  
	
  By:

  	
  /s/ RYLAND HOBSON

  
	
   

  	
  


  
	
   

  	
  Ryland Hobson,
  Partner

  
	
   

  	
   

  
	
  By:

  	
  /s/ TODD LORENZE

  
	
   

  	
  


  
	
   

  	
  Todd
  Lorenze, Partner

  
	
   

  	
   

  
	
  By:

  	
  /s/ RICHARD BOWERSOCK

  
	
   

  	
  


  
	
   

  	
  Richard
  Bowersock, Partner

  



7







Exhibit
B


Client hereby
designate the following person or persons to act on its behalf for the purpose
set for in Client Certification, under Covenants and Agreements of this
Agreement:


	
   

  	
   

  	
   

  
	
   

  	
  1)

  	
  Matthew
  Yugovich or

  
	
   

  	
  
2)

  	
  
Steve Garman

  



QI Systems, Inc.


	
   

  	
   

  
	
  By:

  	
  /s/ MATTHEW YUGOVICH

  
	
   

  	



  
	
   

  	
  Matthew
  Yugovich, Chairman of the Board

  
	
   

  	
   

  
	
  By:

  	
  /s/ STEVEN GARMAN

  
	
   

  	
  


  
	
   

  	
  Steve
  Garman, CEO

  



HLB hereby
designates the following person or persons to act on its behalf for the purpose
set for in Client Certification, under Covenants and Agreements of this
Agreement:


	
   

  	
   

  	
   

  
	
   

  	
  1)

  	
  Ryland
  Hobson or

  
	
   

  
	
   

  	
  2)

  	
  Todd Lorenze
  or

  
	
   

  
	
   

  	
  3)

  	
  Richard
  Bowersock

  



Hobson, Lorenze,
Bowersock & Associates


	
   

  	
   

  
	
  By:

  	
  /s/ RYLAND HOBSON

  
	
   

  	
  


  
	
   

  	
  Ryland
  Hobson, Partner

  
	
   

  	
   

  
	
  By:

  	
  /s/ TODD LORENZE

  
	
   

  	
  


  
	
   

  	
  Todd
  Lorenze, Partner

  
	
   

  	
   

  
	
  By:

  	
  /s/ RICHARD BOWERSOCK

  
	
   

  	
  


  
	
   

  	
  Richard
  Bowersock, Partner

  



8







Exhibit
C


Compensation


For services
to be rendered under this Agreement, Client agrees to pay HLB 1,500,000
restricted shares and 1,500,000 free trading shares of Clients stock, symbol
(OTCBB: QIIIF or QIII) starting from the execution date of this Agreement.


The initial
payment shall consist of 750,000 restricted shares and 750,000 free trading
shares of Clients stock, and shall be received by HLB no later than 5 days
after signing of this Agreement. At the same time, the remaining 750,000
restricted and 750,000 free trading shares shall be placed in escrow with
clients attorney and shall be released as follows:


The second
payment will be received by HLB no later than 185 days from the signing of this
Agreement and shall consist of 375,000 restricted shares and 375,000 free
trading shares of Clients stock.


The third
payment will be received by HLB no later that 275 days from the signing of this
Agreement and shall consist of 375,000 restricted shares and 375,000 free
trading shares of Clients stock.


The shares
shall be duly and validly issued, fully paid, non-cancelable and non-assessable
and shall not be issued in violation of any preemptive right of any
stockholders of Client company.


All restricted
stock issued will only be restricted for one year from the execution of this
Agreement. All restricted shares issued will be accompanied with an opinion
letter from the Client’s attorney stating at what date the restricted shares
may be sold pursuant to Rule 144 promulgated by the Sec under the Securities
Act of 1933 and that the shares cannot be canceled for any reason. The shares
to be issued shall be approved for issuance in accordance with the Rules and
Regulations of any stock exchange on which the shares are listed for trading
and shall be issued in compliance with all appropriated federal and state
government rules and regulations.



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