Exhibit 10.13



                      PROMOTIONAL SHARES LOCK-IN AGREEMENT

This Promotional Shares Lock-In Agreement ("Agreement") was entered into January
31, 2003, between Quest Group International, Inc. (the "Company"), a Nevada
corporation, and party listed on the signature page hereto (the "Security
Holder"). Together, the Company and Security Holder are referred to as
"Signatories" in this Agreement.

The Company has applied to register its Equity Securities with the Securities
Administrator of the State of Utah (the "Administrator"), and if applicable,
with the Securities Administrators of other states. The Administrator believes
the Security Holder is a Promoter of the Company and owns the following Equity
Securities issued by the Company that are Promotional Shares as defined in the
Statement of Policy Regarding Corporate Securities Definitions (the "Definitions
SOP") adopted by the North American Securities Administrators Association, Inc.
("NASAA") on April 27, 1997 and amended September 28, 1999. The Security Holder
owns 2,000,000 shares of common stock (the "Promotional Shares").

Other capitalized terms in this Agreement that are not defined within the
Agreement have the meanings specified in the Definitions SOP.

As a condition to Registering the Company's Equity Securities, the Signatories
agree as follows:

Promotional Shares are Restricted Securities
1.   The Security Holder agrees not to sell, pledge, hypothecate, assign, grant
     any option for the sale of, or otherwise transfer or dispose of, whether or
     not for consideration, directly or indirectly, the Promotional Shares and
     all certificates representing stock dividends, stock splits,
     recapitalizations, and the like, that are granted to, or received by the
     Security Holder during the term of this Agreement (the "Restricted
     Securities"), except as allowed by this Agreement.

Exercise or Conversion of Restricted Securities
2.   If the Restricted Securities under this Agreement have exercise or
     conversion rights, the Security Holder may execute the rights, but the
     exercised or converted Equity Securities will also be Restricted Securities
     and subject to Lock-In during the term of this Agreement.

Term
3.   This Agreement became effective on the date the Agreement was entered into
     as indicated above and will terminate when the release conditions of
     paragraph 4 are satisfied.

Release of Restricted Securities

4.   a.   Subject to the documentation requirements in paragraph 5 below, the
          Restricted Securities may be released from Lock-In provisions of this
          Agreement in the following manner:

          (1)  Beginning two years after the completion date of the registered
               offering, two and one-half percent (2 1/2%) of the Restricted
               Securities may be released at the beginning of each quarter pro
               rata among all Security Holders subject to Lock-In Agreements.
               All remaining Restricted Securities will be released on the
               fourth anniversary of the completion date of the registered
               offering; or

          (2)  One hundred percent (100%) of the Restricted Securities will be
               released if:

               (A)  The registered offering has been terminated, and no
                    securities were sold; or

               (B)  The registered offering has been terminated, and all of the
                    gross proceeds that were received have been returned to
                    investors; or

               (C)  The Equity Securities did not qualify to be registered by
                    the Administrator; or

               (D)  Upon approval by the Administrator.

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     b.   If the Company enters into any merger, reorganization, liquidation,
          dissolution or other transaction or proceeding with a person who is
          not a Promoter that results in the distribution of the Company's
          assets or securities ("Distribution") while this Agreement remains in
          effect, the Security Holder agrees that:

          (1)  All holders of the Company's Equity Securities will initially
               share on a pro rata, per share basis in the Distribution, in
               proportion to the amount of cash or other consideration that they
               paid per share for their Equity Securities (provided that the
               Administrator has accepted the value of the other consideration),
               until the shareholders who purchased the Company's Equity
               Securities in the registered offering have received, or have had
               irrevocably set aside for them, an amount that is equal to one
               hundred percent (100%) of the offering price per share times the
               number of shares of Equity Securities that they purchased in the
               registered offering and which they still hold at the time of the
               Distribution, adjusted for stock splits, stock dividends
               recapitalizations and the like;

          (2)  After a Distribution, all holders of the Company's Equity
               Securities will participate on an equal, per share basis times
               the number of shares of Equity Securities they held at the time
               of the Distribution, adjusted for stock splits, stock dividends,
               recapitalizations and the like; and

          (3)  A Distribution may proceed on lesser terms and conditions than
               the terms and conditions stated in paragraphs 4.b(1) and (2)
               above if a majority of the Equity Securities that are not held by
               Promoters, or their Associates or Affiliates, vote, or consent by
               consent procedure to approve the lesser terms and conditions at a
               special meeting called for that specific purpose.

     c.   If the Company enters into any merger, reorganization, liquidation,
          dissolution or other transaction or proceeding with a Promoter that
          results in a Distribution while this Agreement remains in effect, the
          Security Holder's Restricted Securities will remain subject to the
          terms of this Agreement.

     d.   If the Restricted Securities under this Agreement become "Covered
          Securities," as defined in Section 18(b)(1) of the Securities Act of
          1933, the Restricted Securities will be released.

Documentation Regarding the Release of Restricted Securities
5.   Except as otherwise described in this paragraph, the following will be
     required as evidence of compliance with the conditions for release of
     Restricted Securities from this Lock-In Agreement under paragraph 4 above:

     a.   A written notice to the Administrator with a copy of this Agreement to
          advise that the release conditions have been satisfied;

     b.   Appropriate supporting documents that demonstrate compliance with
          paragraph 4 above will be maintained for a period of three (3) years
          after termination of the Agreement and will be sent to the
          Administrator promptly upon request; and

     c.   If the Administrator does not request additional documents or object
          to the release of Restricted Securities within ten (10) business days
          after the notice specified above has been filed, this Agreement will
          terminate and the Restricted Securities will be released.

Notwithstanding the foregoing, no notice shall be required with respect to the
release of Restricted Securities pursuant to paragraph 4.a.(1).

<PAGE>

Exceptions from Restrictions
6.   The following types of transfer, hypothecation or disposition of Restricted
     Securities are allowable under this Agreement:

     a.   Restricted Securities may be transferred by will, the laws of descent
          and distribution, the operation of law, or by order of any court of
          competent jurisdiction and proper venue.

     b.   The Restricted Securities of a deceased Security Holder may be
          hypothecated to pay the expenses of the deceased Security Holder's
          estate, provided that the hypothecated Restricted Securities will
          remain subject to the terms of this Agreement. Restricted Securities
          may not be pledged to secure any other debt.

     c.   Restricted Securities may be transferred by gift to the Security
          Holder's family members or by private sale, provided that the
          Restricted Securities will remain subject to the terms of this
          Agreement.

Voting Rights
7.   With the exception of paragraph 4.b above, the Security Holder will have
     the same voting rights as holders of Equity Securities that are not
     Restricted Securities.

Restrictive Legends on Stock Certificates
8.   a.   A notice will be placed on the face of each stock certificate of the
          Restricted Securities covered by the terms of this Agreement stating
          that the transfer of the stock evidenced by the certificate is
          restricted in accordance with the conditions set forth on the reverse
          side of the certificate; and

     b.   A typed legend will be placed on the reverse side of each stock
          certificate of the Restricted Securities covered by this Agreement
          which states that: the sale or transfer of the shares evidenced by the
          certificate is subject to certain restrictions pursuant to an
          agreement between the Security Holder (whether beneficial or of
          record) and the Company; the agreement is on file with the Company and
          the stock transfer agent; and a copy of the agreement is available
          upon request without charge.

Modifications of Agreement
9.   This Agreement may be modified only with the written approval of the
     Administrator.

Other Requirements of the Company
10.  The Company will:

     a.   File an executed copy of this Agreement with the Administrator before
          the effective date of the registered offering;

     b.   Provide copies of this Agreement and a statement of the initial public
          offering price to the Company's stock transfer agent;

     c.   Place appropriate stock transfer orders with the Company's stock
          transfer agent against the sale or transfer of the shares covered by
          this Agreement, except as otherwise provided in this Agreement;

     d.   Place the stock restriction legends described above on the periodic
          statement sent to the registered owner if the securities subject to
          this Agreement are uncertificated securities.

<PAGE>

The Signatories have entered into this Agreement, which may be written in
multiple counterparts and each of which will be considered an original, and have
signed the Agreement in the capacities, and on the dates, indicated below.

                                                             Date
Quest for the Gift of Life Foundation                   January 31, 2003


By /s/ Jenine Barham, Trustee                           January 31, 2003
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     (Signature)


Company

By  /s/ Craig A. Davis                                  January 31, 2003
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   President

By /s/ Teresa Fackrell                                  January 31, 2003
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   Secretary