EXHIBIT 10.17
PLACEMENT AGENT AGREEMENT
Dated as of March 28, 2007
Newbridge Securities Corporation
1451 West Cypress Creek Road, Suite 204
Fort Lauderdale, FL 33309
Gentlemen:
1. Offering.
The Quantum Group, Inc., a Nevada corporation (collectively with its subsidiaries, the “Company”),
hereby engages Newbridge Securities Corporation (“Newbridge”) as “Placement Agent” to act as
its exclusive placement agent in connection with the issuance and sale by the Company (the
“Offering”) of up to $1,000,000 of up to 20 Units, at $50,000 per Unit, payable upon subscription
(“Maximum Offering”) each Unit consisting of a $50,000 eight percent (8%) convertible bridge
notes (the “Bridge Notes”) and a certain number of common stock shares of the Company which
number is equal to the principal amount of the Bridge Notes divided by $0.33 (or 151,515 common
stock shares per Unit) (the “Bridge Shares”). The Placement Agent is hereby authorized to engage,
at its option, the services of other broker-dealers who are members of the National Association of
Securities Dealers, Inc. (“NASD”) to assist it in soliciting subscribers and to remit to such broker-
dealers the commissions payable to the Placement Agent hereunder as it shall determine. The
Company and the Placement Agent have the option to increase the Offering by up to an additional
10 Units, or $500,000, on a “best efforts” basis.
The Offering is subject to the terms and conditions set forth in the Company’s Subscription and
Registration Rights Agreement and certain additional documents dated as of March 29, 2007
(collectively, the “Offering Documents”). The Company shall issue and sell to Placement Agent or
its designee(s), for nominal consideration, a warrant for each $50,000 of Bridge Notes principal
sold in this Offering (the “Placement Agent Warrant”).
The Common Stock, the Bridge Notes, the Bridge Shares, the Placement Agent
Warrants and the Common Stock underlying the Placement Agent Warrants in the Placement
Agent Warrants a