The Quantum Group, Inc.
3460 Fairlane Farms Road, Suite 4
Wellington, FL 33414
Tel: 561-798-9800 Fax: 561-296-3456
March 13, 2006
FOR SALE OF BRIDGE SECURITIES
The Quantum Group, Inc. (“QTUM” or the “Company”).
$501,000 in exchange for a bridge note (“Bridge Note)”) and securities of the
Company (“Bridge Shares”). The Bridge Note and Bridge Shares are herein
called the Bridge Securities.
High Capital Funding, LLC. (“HFC”) HFC is an “Accredited” investor as
defined in Regulation D of the Securities Act of 1933. HCF has read and agrees
to the terms contained in Exhibit A hereto.
Interest and Pre-Payment : Interest will accrue on the principal amount of the
Bridge Note at the rate or eight (8%) percent per annum, based on a 360-day
year. The Company will have the right to prepay without penalty any amount
owed under the Bridge Note in whole or in part at any time.
The Company plans to continue a private placement of its securities (“Private
Placement”) within the next 60 days to be managed by Newbridge Securities
Corp. as Placement Agent (“Newbridge”). Following the completion of the
Private Placement the Company plans to conduct a public offering (“Public
Offering”) of its securities to be managed by NewBridge as lead underwriter. The
principal amount and accrued and unpaid interest on the Bridge Note will be due
and payable on the earlier of the 80 th day following the receipt by the Escrow
Agent (as defined in “Closing Date Escrow” below)_of the $501,000 funding of
this Financing Agreement (or if such 80 th day is a bank holiday, the first business
day following the closing of an aggregate of $1,000,000 of gross proceeds of the
Private Placement (“Maturity Date”). If the principal and accrued interest of the
Bridge Note is not paid on or before the Maturity Date, the unpaid principal on
the Bridge Note shall bear interest at eig