Quantum Group Inc Watch

from SB-2/A 2 pages This Certifies That or Registered Assigns, Is the Registered Holder of the Number of Class B Warrants (“Class B Warrants”) Set Forth Above. Each Class B Warrant Entitles the Holder Thereof to Purchase From the Quantum Group, Inc., a Corporation Incorporated Under the Laws of the State of Nevada (The “Company”), Subject to the Terms and Conditions Set Forth Hereinafter and in the Warrant Agreement More Fully Described Below (The “Warrant Agreement”), at Any Time on or After the Date on Which the Class B Warrants First Trade as a Separate Security on the American Stock Exchange (“AMEX”) and Before the Close of Business on , 2014 (“Expiration Date”), One Fully Paid and Non-Assessable Share of Common Stock, $0.001 Par Value Per Share, of the Company (“Common Stock”) Upon Presentation and Surrender of This Warrant Certificate, With the Instructions for the Registration and Delivery of Common Stock Filled In, at the Stock Transfer Office Located at 1800 S.W. Temple, Suite 301, Salt Lake City, Ut 84115 of Fidelity Transfer Company, Warrant Agent of the Company (“Warrant Agent”) or of Its Successor Warrant Agent Or, if There Be No Successor Warrant Agent, at the Corporate Offices of the Company or of Its Successor Warrant Agent Or, if There Be No Successor Warrant Agent, at the Corporate Offices of the Company, and Upon Payment of the Exercise Price (As Defined in the Warrant Agreement) and Any Applicable Taxes Paid Either in Cash, or by Certified or Official Bank Check, Payable in Lawful Money of the United States of America to the Order of the Company. Each Class B Warrant Initially Entitles the Holder to Purchase One Share of Common Stock for $___. the Number and Kind of Securities or Other Property for Which the Class B Warrants Are Exercisable Are Subject to Adjustment in Certain Events, Such as Mergers, Splits, Stock Dividends, Reverse Splits and the Like, to Prevent Dilution. All Warrants Not Theretofore Exercised Will Expire on the Expiration Date

from SB-2/A 2 pages This Certifies That or Registered Assigns, Is the Registered Holder of the Number of Class a Warrants (“Class a Warrants”) Set Forth Above. Each Class a Warrant Entitles the Holder Thereof to Purchase From the Quantum Group, Inc., a Corporation Incorporated Under the Laws of the State of Nevada (The “Company”), Subject to the Terms and Conditions Set Forth Hereinafter and in the Warrant Agreement More Fully Described Below (The “Warrant Agreement”), at Any Time on or After the Date on Which the Class a Warrants First Trade as a Separate Security on the American Stock Exchange (“AMEX”) and Before the Close of Business on , 2014 (“Expiration Date”), One Fully Paid and Non-Assessable Share of Common Stock, $0.001 Par Value Per Share, of the Company (“Common Stock”) Upon Presentation and Surrender of This Warrant Certificate, With the Instructions for the Registration and Delivery of Common Stock Filled In, at the Stock Transfer Office Located at 1800 S.W. Temple, Suite 301, Salt Lake City, Ut 84115 of Fidelity Transfer Company, Warrant Agent of the Company (“Warrant Agent”) or of Its Successor Warrant Agent Or, if There Be No Successor Warrant Agent, at the Corporate Offices of the Company or of Its Successor Warrant Agent Or, if There Be No Successor Warrant Agent, at the Corporate Offices of the Company, and Upon Payment of the Exercise Price (As Defined in the Warrant Agreement) and Any Applicable Taxes Paid Either in Cash, or by Certified or Official Bank Check, Payable in Lawful Money of the United States of America to the Order of the Company. Each Class a Warrant Initially Entitles the Holder to Purchase One Share of Common Stock for $___. the Number and Kind of Securities or Other Property for Which the Class a Warrants Are Exercisable Are Subject to Adjustment in Certain Events, Such as Mergers, Splits, Stock Dividends, Reverse Splits and the Like, to Prevent Dilution. All Warrants Not Theretofore Exercised Will Expire on the Expiration Date

from SB-2/A 2 pages Number U- Incorporated Under the Laws of the State of Nevada Units Cusip See Reverse for Certain Definitions Units Consisting of Three Shares of Common Stock, Two Non-Callable Class a Warrants and Two Non-Callable Class B Warrants

from SB-2/A 9 pages This Warrant Has Not Been Registered Under the Securities Act of 1933 and Is Not Transferable Except as Provided Herein the Quantum Group, Inc. Purchase Warrant Issued To: Paulson Investment Company, Inc. Exercisable to Purchase 120,000 Units of the Quantum Group, Inc. Void After December __, 2012 1

from SB-2/A 10 pages Warrant Agreement

from SB-2/A 2 pages Number Incorporated Under the Laws of the State of Nevada Shares Cusip No. 74765l 20 2 the Quantum Group, Inc. 170,000,000 Authorized Common Shares $.001 Par Value Non—assessable This Certificate Represents Shares of the Corporation Adjusted to a 1 for 25 Reverse Split Effective 3/29/07. This Certifies That Countersigned and Registered Fidelity Transferer Company (Salt Lake City,utah) by Transfer Agent and Registrar Authorized Signature Is the Record Holder of Shares of the Quantum Group, Inc. Common Stock Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. This Certificate Is Not Valid Unless Countersigned by the Transfer Agent and Registered by the Registrar. Witness the Facsimile Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. Dated: /S/ Susan D. Guillama /S/ Noel J. Guillama Secretary President

from SB-2/A 2 pages This Certifies That or Registered Assigns, Is the Registered Holder of the Number of Class B Warrants (“Class B Warrants”) Set Forth Above. Each Class B Warrant Entitles the Holder Thereof to Purchase From the Quantum Group, Inc., a Corporation Incorporated Under the Laws of the State of Nevada (The “Company”), Subject to the Terms and Conditions Set Forth Hereinafter and in the Warrant Agreement More Fully Described Below (The “Warrant Agreement”), at Any Time on or After the Date on Which the Class B Warrants First Trade as a Separate Security on the American Stock Exchange (“AMEX”) and Before the Close of Business on , 2014 (“Expiration Date”), One Fully Paid and Non-Assessable Share of Common Stock, $0.001 Par Value Per Share, of the Company (“Common Stock”) Upon Presentation and Surrender of This Warrant Certificate, With the Instructions for the Registration and Delivery of Common Stock Filled In, at the Stock Transfer Office Located at 1800 S.W. Temple, Suite 301, Salt Lake City, Ut 84115 of Fidelity Transfer Company, Warrant Agent of the Company (“Warrant Agent”) or of Its Successor Warrant Agent Or, if There Be No Successor Warrant Agent, at the Corporate Offices of the Company or of Its Successor Warrant Agent Or, if There Be No Successor Warrant Agent, at the Corporate Offices of the Company, and Upon Payment of the Exercise Price (As Defined in the Warrant Agreement) and Any Applicable Taxes Paid Either in Cash, or by Certified or Official Bank Check, Payable in Lawful Money of the United States of America to the Order of the Company. Each Class B Warrant Initially Entitles the Holder to Purchase One Share of Common Stock for $___. the Number and Kind of Securities or Other Property for Which the Class B Warrants Are Exercisable Are Subject to Adjustment in Certain Events, Such as Mergers, Splits, Stock Dividends, Reverse Splits and the Like, to Prevent Dilution. All Warrants Not Theretofore Exercised Will Expire on the Expiration Date

from SB-2/A 2 pages This Certifies That or Registered Assigns, Is the Registered Holder of the Number of Class a Warrants (“Class a Warrants”) Set Forth Above. Each Class a Warrant Entitles the Holder Thereof to Purchase From the Quantum Group, Inc., a Corporation Incorporated Under the Laws of the State of Nevada (The “Company”), Subject to the Terms and Conditions Set Forth Hereinafter and in the Warrant Agreement More Fully Described Below (The “Warrant Agreement”), at Any Time on or After the Date on Which the Class a Warrants First Trade as a Separate Security on the American Stock Exchange (“AMEX”) and Before the Close of Business on , 2014 (“Expiration Date”), One Fully Paid and Non-Assessable Share of Common Stock, $0.001 Par Value Per Share, of the Company (“Common Stock”) Upon Presentation and Surrender of This Warrant Certificate, With the Instructions for the Registration and Delivery of Common Stock Filled In, at the Stock Transfer Office Located at 1800 S.W. Temple, Suite 301, Salt Lake City, Ut 84115 of Fidelity Transfer Company, Warrant Agent of the Company (“Warrant Agent”) or of Its Successor Warrant Agent Or, if There Be No Successor Warrant Agent, at the Corporate Offices of the Company or of Its Successor Warrant Agent Or, if There Be No Successor Warrant Agent, at the Corporate Offices of the Company, and Upon Payment of the Exercise Price (As Defined in the Warrant Agreement) and Any Applicable Taxes Paid Either in Cash, or by Certified or Official Bank Check, Payable in Lawful Money of the United States of America to the Order of the Company. Each Class a Warrant Initially Entitles the Holder to Purchase One Share of Common Stock for $___. the Number and Kind of Securities or Other Property for Which the Class a Warrants Are Exercisable Are Subject to Adjustment in Certain Events, Such as Mergers, Splits, Stock Dividends, Reverse Splits and the Like, to Prevent Dilution. All Warrants Not Theretofore Exercised Will Expire on the Expiration Date

from SB-2/A 2 pages Number U- Incorporated Under the Laws of the State of Nevada Units Cusip See Reverse for Certain Definitions Units Consisting of Three Shares of Common Stock, Two Non-Callable Class a Warrants and Two Non-Callable Class B Warrants

from SB-2/A 9 pages This Warrant Has Not Been Registered Under the Securities Act of 1933 and Is Not Transferable Except as Provided Herein the Quantum Group, Inc. Purchase Warrant Issued To: Paulson Investment Company, Inc. Exercisable to Purchase 140,000 Units of the Quantum Group, Inc. Void After December __, 2012

from SB-2/A 10 pages Warrant Agreement

from SB-2/A 5 pages Void After 5 P.M. Eastern Time on , 2014 Warrants to Purchase Common Stock

from SB-2/A 5 pages Void After 5 P.M. Eastern Time on , 2014 Warrants to Purchase Common Stock

from SB-2/A 4 pages Number Units U - The Quantum Group, Inc. Incorporated Under the Laws of the State of Nevada Cusip See Reverse for Certain Definitions Units Consisting of Two Shares of Common Stock, Two Non-Callable Class a Warrants and Two Non-Callable Class B Warrants

from SB-2/A 9 pages This Warrant Has Not Been Registered Under the Securities Act of 1933 and Is Not Transferable Except as Provided Herein the Quantum Group, Inc. Purchase Warrant Issued To: Paulson Investment Company, Inc. Exercisable to Purchase 150,000 Units of the Quantum Group, Inc. Void After , 2012

from SB-2/A 10 pages Warrant Agreement

from SB-2/A 7 pages The Quantum Group, Inc. 8% Subordinated Secured Convertible Bridge Note Due June 30, 2007

from SB-2/A 7 pages The Quantum Group, Inc. 8% Subordinated Secured Convertible Bridge Note Due March 31, 2007

from 10KSB ~5 pages Indenture or similar