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SETTLEMENT AGREEMENT AND MUTUAL RELEASE
1. Parties. THIS AGREEMENT and MUTUAL RELEASE ("Release") is
dated and
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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.
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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
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are 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
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QUANTUM et al harmless from all resulting liabilities,
obligations and costs.
Without limiting
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