ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT


THIS ASSET PURCHASE AGREEMENT made on this 1s` day of
September, 2006 (the "Effective Date").

BETWEEN:

QUANTUM ENERGY INC., a company duly incorporated under the
laws of Nevada and having its mailing address at #1880 - 1066
West Hastings Street, Vancouver, British Columbia.

(the "Transferee");

OF THE FIRST PART

AND:

NITRO PETROLEUM INCORPORATED, a company duly incorporated under
the laws of Nevada and having an address for notice and
delivery located at #29 - 3800 Pinnacle Way, Gallaghers Canyon,
Kelowna, British Columbia.

(the "Transferor");

OF THE SECOND PART


WHEREAS:

A. The Transferor is the owner of certain interests in the Corsicana Fields
Project, Barnet Shale Formation, McKinney, Blackburn, in Texas (collectively,
the "Assets"), a complete listing of such Assets of the Transferor being set
forth in Schedule "A" which is attached to this Agreement and which forms a
material part hereof;

B. The Transferee is desirous of acquiring the Assets of the Transferor.

NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the mutual
covenants and provisos herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:

Article I
DEFINITIONS

1.1 Definitions
-----------
For all purposes of, this Agreement, except as otherwise expressly provided or
unless the context otherwise requires, the following words and phrases shall
have the following meanings:

(a) "Agreement" means this Asset Purchase Agreement as entered into
between the Transferor and the Transferee herein, together with any
amendments and any Schedules;

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(b) "Assets" has the meaning ascribed to it in recital "A" hereinabove,
and which Assets are particularly described in Schedule "A" which
is attached hereto;

(c) "Confidential Information" has the meaning ascribed to it in section
"9.1" hereinbelow;

(d) "Defaulting Party" and "Non-Defaulting Party" have the meanings
ascribed to them in section "12.1" hereinbelow;

(e) "Indemnified Party" has the meaning ascribed to it in section "13.1"
hereinbelow;

(f) "Parties" or "Party" means, respectively, the Transferor and/or the
Transferee hereto, as the case may be, together with their
respective successors and permitted assigns as the context so
requires.


Article 2
PURCHASE AND SALE OF ASSETS

2.1 Purchase and Sale
-----------------
The Transferee hereby purchases and the Transferor hereby sells the Assets in
consideration of FOUR HUNDRED THOUSAND (400,000) US Dollars to be paid by the
Transferee to the Transferor according to terms and conditions as set out in the
promissory note attached hereto as a Schedule "B".


Article 3
ACCOUNTING AND INSPECTION

3.2 Accounting
----------
It is hereby also acknowledged and agreed by the Parties hereto that the
Transferee, or its subsidiary as the case may be, will maintain, at its
principal place of business, separate accounts, and records thereto, of business
and activities conducted pursuant to this Agreement and that such accounts and
records are to be in sufficient detail. In this regard the Transferee shall
retain the accounts, and records in relation thereto, for at least one year
after the date upon which they were made and presented to the Transferor. The
Transferee shall furnish such reasonable evidence as the Transferor deems
necessary to verify the accounting and will permit the Transferor's respective
representatives to make copies of or extracts from such accounts and records.

3.3 Inspection
----------
The Transferor shall have, on at least five business days' notice, unimpeded
right and authority to enter on the premises of the Transferee, its
representatives, its agents, its counsel or any other party having control or
possession of records or premises of the Transferee or in relation to its
production or sales or distribution of the Products, for the purpose of all such
investigations as the Transferor may require to assure themselves as to the
compliance by the Transferee with appropriate accounting provisions of this
Agreement. In this regard the Transferee covenants to allow and assist the
Transferor, and the Transferor's duly authorized representatives, access to all
the aforesaid premises and locations and access to all such personnel and other
persons as the Transferor may require, and the Transferee shall make such
premises, records and persons available within five business days of notice by
the Transferor. In the event that any aforesaid party refuses or delays or omits
to give the Transferor entry and access to premises or records, the Transferee
warrants to give the Transferor all reasonable assistance to effect such end.

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Article 4
REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE TRANSFEROR

4.1 Representations, Warranties and Covenants by the Transferor
-----------------------------------------------------------

In order to induce the Transferee to enter into and consummate this Agreement,
the Transferor represents to and warrants to the Transferee that, to the best of
the informed knowledge, information and belief of the Transferor:

(a) the Transferor is duly incorporated under the laws of its
jurisdiction of incorporation and is validly existing and in
good standing with respect to all statutory filings required by
the applicable corporate laws;

(b) the Transferor is qualified to do business in those
jurisdictions where it is necessary to fulfill its obligations
under this Agreement and the Transferor has the full power and
authority to enter into this Agreement and any agreement or
instrument referred to or contemplated by this Agreement;

(c) the Transferor is the registered and beneficial owner of its
interests in the Assets as set out in the Agreements referred to
in Schedule "A" and has the requisite power, authority and
capacity to own and use the Assets and the Transferor owns the
right to develop and maintain the Assets subject the terms of
the Agreements as referred to in Schedule "A";

(d) no person, firm or corporation has any written or oral
agreement, option, understanding or commitment, or any right or
privilege capable of becoming an agreement, for the purchase
from the Transferor any of the Assets except as set out in the
Agreements referred to in Schedule "A";

(e) the Transferor has not experienced, nor is the Transferor aware
of, any occurrence or event which has had, or might reasonably
be expected to have, a materially adverse affect on the Assets;

(f) the Transferor is not in breach of any provision or condition
of, nor has the Transferor done or omitted to do anything that,
with or without the giving of notice or lapse or both, would
constitute a breach of any provision or condition of, or give
rise to any right to terminate or cancel or accelerate the
maturity of any payment under, any deed of trust, contract,
certificate, consent, permit, license or other instrument to
which the Transferor is a party, by which the Transferor is
bound or from which the Transferor derives benefit, or any
judgment, decree, order, rule or regulation of any Court or
governmental authority to which the Transferor is subject, or
any statute or regulation applicable to the Transferor, to an
extent that, in the aggregate, has a material adverse affect on
the Transferor or the Assets;

(g) the Transferor has not committed to sell, license, distribute,
option, or otherwise dispose of or grant any interest in all or
any part of the Assets or agree to do or perform any act or
enter into any transaction or negotiation which could reasonably
be expected to interfere with this. Agreement or which would
render inaccurate any of the representations, warranties or
covenants set forth in this Agreement;

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(h) the execution and delivery of this Agreement and the agreements
contemplated hereby have been duly authorized by all necessary
action, corporate or otherwise, or will have been so authorized
at the relevant time;

(i) this Agreement constitutes a legal,valid and binding obligation
of the Transferor enforceable against it in accordance with its
terms, except as enforcement may be limited by laws of general
application affecting the rights of creditors and the
discretionary authority of courts of law;

(j) no proceedings are pending for,and the Transferor is unaware of,
any basis for the institution of any proceedings leading to its
respective dissolution or winding up, or the placing of it in
bankruptcy or subject to any other laws governing the affairs of
insolvent companies;

(k) the making of this Agreement and the completion of the
transactions contemplated hereby and the performance of and
compliance with the terms hereof does not and will not:

(i) conflict with or result in a breach of or violate any of the
terms, conditions or provisions of the Transferor's
constating documents;

(ii) give to any party the right of termination, cancellation or
acceleration in or with respect to any agreement,contract or
commitment to which the Transferor is a party;

(iii) give to any government or governmental authority, or any
municipality or any subdivision thereof, including any
governmental department, commission, bureau, board or
administration agency,any right of termination, cancellation
or suspension of, or constitute a breach of or result in a
default under, any permit, license, control or authority
issued to the Transferor which is necessary or desirable in
connection with the conduct and operations of its respective
Business and the ownership or leasing of its respective
Assets or other assets; or

(l) the Transferor will employ good faith, due diligence, and best
efforts to perform its obligations of this Agreement and will
enter into such additional or collateral agreements as may be
reasonably required by the Transferee to effect and complete the
objects and intent of this Agreement.

4.2 Continuity of the Representations. Warranties and Covenants by the
------------------------------------------------------------------
Transferor
----------

The representations, warranties and covenants by the Transferor contained in
this Article, or in any certificates or documents delivered pursuant to the
provisions of this Agreement or in connection with the transactions contemplated
hereby, will be true at and as of the Effective Date. Subject to any
investigations or inquiries made by the Transferee or by the Transferee's
professional advisors, or the waiver of any condition by the Transferee, the
representations, warranties and covenants of the Transferor contained in this
Article shall continue in full force and effect for a period of twelve (12)
months from the Effective Date; provided, however, that the Transferor shall not
be responsible for the breach of any representation, warranty or covenant of the
Transferor contained herein caused by any act or omission of the Transferee. In
the event that any of the representations, warranties or covenants of the
Transferor are found by a Court of competent jurisdiction to be incorrect and
such incorrectness results in any loss or damage sustained, directly or
indirectly, by the Transferee, then the Transferor will pay the amount of such
loss or damage to the Transferee within 30 calendar days of receiving notice of
judgment therefor, provided that the damages will be limited to the
consideration paid upon closing.

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Article 5
WARRANTIES, REPRESENTATIONS AND COVENANTS BY THE TRANSFEREE

5.1 Warranties, Representations and Covenants by the Transferee
-----------------------------------------------------------

In order to induce the Transferor to enter into and consummate this Agreement,
the Transferee hereby warrants to and represents to the Transferor that, to the
best of the informed knowledge, information and belief of the Transferee, after
having made due inquiry:

(a) the Transferee is duly incorporated under the laws of its
jurisdiction of incorporation and is validly existing and in
good standing with respect to all statutory filings required
by the applicable corporate laws;

(b) the execution and delivery of this Agreement and the
agreements contemplated hereby has been duly authorized by all
necessary corporate action on its part;

(c) there are no consents,approvals or conditions precedent to the
performance of this Agreement;

(d) this Agreement constitutes a legal, valid and binding
obligation of the Transferee enforceable against the
Transferee in accordance with its terms, except as enforcement
may be limited by laws of general application affecting the
rights of creditors;

(e) no proceedings are pending for, and the Transferee is unaware
of, any basis for the institution of any proceedings leading
to the dissolution or winding up of the Transferee or the
placing of the Transferee in bankruptcy or subject to any
other laws governing the affairs of insolvent companies;

(f) the Transferee is not in breach of any laws, ordinances,
statutes, regulations, by-laws, orders or decrees to which
it is subject or which apply to it;

(g) there has been and there will be prepared and filed on a
timely basis all federal and state income tax returns,
elections and designations, and all other governmental
returns, notices and reports of which the Transferee had, or
ought reasonably to have had, knowledge required to be or
reasonably capable of being filed with respect to the
operations of the Transferee, and no such returns, elections,
designations, notices or reports contain or will contain any
material misstatement or omit any material statement that
should have been included, and each such return, election,
designation, notice or report, including accompanying
schedules and statements, is and will be true, correct and
complete in all material respects;

(h) the making of this Agreement and the completion of the
transactions contemplated hereby and the performance of and
compliance with the terms hereof does not and will not:

(i) conflict with or result in a breach of or violate any of
the terms, conditions or provisions of the constating
documents of the Transferee;

(ii) conflict with or result in a breach of or violate any of
the terms, conditions or provisions of any law, judgment,
order, injunction, decree, regulation or ruling of any
Court or governmental authority, domestic or foreign, to
which the Transferee is subject, or constitute or result
in a default under any agreement,contract or commitment to
which the Transferee is a party;

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(iii) give to any party the right of termination,
cancellation or acceleration in or with respect to any
agreement, contract or commitment to which the Transferee
is a party;

(iv) give to any government or governmental authority,
or any municipality or any subdivision thereof, including
any governmental department, commission, bureau, board or
administration agency, any right of termination,
cancellation or suspension of,or constitute a breach of or
result in a default under, any permit, license, control or
authority issued to the Transferee which is necessary or
desirable in connection with the conduct and operations
of its business and the ownership or leasing of its
business assets; or

(v) constitute a default by the Transferee,or any event which,
with the giving of notice or lapse of time or both, might
constitute an event of default, under any agreement,
contract, indenture or other instrument relating to any
indebtedness of the Transferee which would give any party
to that agreement,contract, indenture or other instrument
the right to accelerate the maturity for the payment of
any amount payable under that agreement, contract,
indenture or other instrument;

(i) neither this Agreement nor any other document, certificate
or statement furnished to the Transferor by or on behalf of
the Transferee in connection with the transactions
contemplated hereby knowingly or negligently contains any
untrue