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SETTLEMENT AGREEMENT AND MUTUAL RELEASE
1.
Parties. THIS AGREEMENT
and MUTUAL RELEASE ("Release") is dated and
entered into as of this 31st day of January, 2007, by and between
JMT Resources,
Ltd., ("JMT") a Texas corporation located at 5416 Birchman Avenue,
Fort Worth,
TX 76107, and Quantum Energy, Inc., Nitro Petroleum Inc., 658111
B.C. Ltd,
and RPMJ Corporate Communications Ltd (hereinafter "Quantum")
2.
Recitals. The alleged
facts and circumstances giving rise to this
Release are as set
forth herein below.
2.1 JMT owns
approximately
4,010 gross
acres in mineral
interest
leaseholds located in
Navarro County,
Texas (the "Prospect
Leases")
which are part of the geologic trend identified as the Mildred pool;
and
2.2 JMT has
offered QUANTUM the
right to participate in the cost of
developing the Prospect Leases to be funded by QUANTUM,
subject to the
terms of this Agreement; and
2.3 QUANTUM
agrees to finance
JMT's development
and operation of the
Prospect Leases in
accordance with the funding requirements described
in the JV Agreement; and
3.
Consideration. Consideration for this
Release is the mutual
promise
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herein and each act done by the parties hereto pursuant
hereto, the receipt
and
sufficiency of which is acknowledged by the parties hereto, and the
following:
1.
QUANTUM shall cease and desist in using, displaying, or
having any
interest in the Corsicana Project under the JV
Agreement, Letter of Intent and any other agreement that may
exist
between the parties and their agents or assignees pertaining to
Corsicana, including but limited to, the 3 well bores, McKinney
#1
and McKinney #2 and Blackburn #1 from the Pecan Gap; and
2. JMT
Resources Ltd. will pay the following:
1.
Quantum $308,200.00 USD;
2.
Nitro Petroleum, Inc. $145,502.00 USD;
3.
658111 B.C. Ltd. $23,149.00 USD; and
4. RPMJ
Corporate Communications Ltd. $23,149.00 USD.
3.
QUANTUM hereto
acknowledges that it
will not be entitled
to any additional
consideration for the execution of this Release
other than as expressly set forth and provided for herein.
By its
signature below,
QUANTUM hereto acknowledges the receipt and
sufficiency of the consideration evidenced by this Release.
4. JMT
will pay the above fees on or before March 1, 2007.
5.
Quantum will execute
any and all
assignments necessary
to complete
transfer of the
leaseholds back to JMT immediately upon the execution
of this Agreement.
4. No
Pending Claims. QUANTUM warrants and represents that there are
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not claims against any party hereto or any party in any way related
hereto,
which is either pending, or otherwise aware. QUANTUM acknowledges that JMT
is
relying upon this
representation and this representation is a material
inducement to the execution of this Release by JMT.
Neither JMT nor
QUANTUM et al shall
commence or continue, nor does JMT nor
QUANTUM et al know of, any claims or proceedings against anyone in respect of
anything hereby
released which may result in a claim or proceeding against JMT
or QUANTUM
et al. IF ANY SUCH CLAIM or proceeding results in any claim or
proceeding against
JMT or QUANTUM
et al, then JMT shall indemnify and save
QUANTUM et al harmless from all resulting liabilities, obligations and costs.
Wi
