October 9, 2005

October 9, 2005

Contract	1
Funding Arrangements	1
Livery	2
Operations	3
Livery	4
Budgets	5
Driver Agreements	8
2006 Schedule	9

Contract

Between

Xxxx Xxxxx Racing and Quantex Capital Corporation

This agreement is executed by and between Xxxxxxx Xxxxx Racing Services Inc. hereinafter referred to as “Xxxx Xxxxx Racing” hereby duly represented by Xxxxxxx Xxxxx and Quantex Capital Corporation. hereinafter referred to as “Quantex” and duly represented by Xxxx Xxxxxxx.

The Team and Quantex Capital Corporation declare their domiciles as:

Xxxxxxx Xxxxx Racing Services Inc.
000 Xxxxxxx Xx.
Xxxxxxxxxxxx, Xxxx
00000

Quantex Capital Corporation
Suite 000 – 0000 Xxxxx Xxxxxx
Xxxxx, X.X. V4R 2T6

Funding Arrangements

• Quantex Capital Corporation to provide $350,000USD to Xxxx Xxxxx Racing as the operator for Xxxxxxx Xxxxxxx Motorsports.

  • Quantex Capital Corporation Terms: Quantex Capital Corporation to wire transfer 11 equal payments of $31,818.66USD to the bank account of Xxxx Xxxxx Racing on January 5, 2006 until November 5, 2006

Livery

• Xxxxxxx Xxxxxxx Management Corp to be the Primary sponsor with the substantial portion of the car and predominant colors to be in the choice of Xxxxxxx Xxxxxxx Management Corp.
• Team name to be Xxxxxxx Xxxxxxx Fusion Racing with MSR.
• Xxxxxxx Xxxxxxx Fusion Racing with MSR to create new logos and branding for 2006 season.
• Xxxxx Transportation Group to be provided space on the car as per Appendix “A”. The letter “A” on the car designated for Xxxxx Transportation Group.
• Quantex Capital Corporation to be provided space on the car as per Appendix “A”. The letters “C” and “G” will denote the spots on the car designated for Quantex Capital Corporation.
• It is anticipated that HD Studios will be providing the $75,000 for Xxxxxx Xxxxxxxx as described under funding arrangements. If this comes to fruition, Letter “B” and “D” in Appendix “A”
• Additional Sponsors to allocate space based on letter’s “E”, “H”, and “F”.
• The back wing will be left open for Charity and Sponsorship promotion as decided by Xxxxxxx Xxxxxxx Fusion Racing with MSR.

Operations

• Xxxxxxx Xxxxxxx Fusion Racing with MSR to engage Xxxx Xxxxx Racing as the operator for Xxxxxxx Xxxxxxx Fusion Racing with MSR.
• As part of Xxxxx Transportation Group contribution, Xxxx Xxxxx will be available to drive in the following races:
  • 24 Hours of Daytona, Jan 26-28
  • Xxxxxxx Xxxx (6hr), June 2-3
  • Xxxxxx Motorsports Park (9hr), Aug 31 – Sept 2
  • Homestead-Miami Speedway, March 23-25
  • Daytona Int Speedway, June 29
  • Xxxxxxx Xxxx, August 10
• As part of Xxxxx Transportation Group contribution, Xxxx Xxxxx to provide car and use of spares associated with the operating team.
• Budget and use of proceeds above budget to be approved by Xxxxxxx Xxxxxxx Fusion Racing with MSR.

Date: Oct 21, 2005	Date: ____________________________
/s/ Xxxx Xxxxxxx	/s/ Xxxxxxx Xxxxx
Xxxx Xxxxxxx	Xxxxxxx Xxxxx
CEO, Quantex Capital Corp	President, Xxxx Xxxxx Racing Services
	Inc.

Appendix A

Livery