EXHIBIT 10.12


                      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 5,000,000 shares of common stock and 666,000 shares of preferred 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.

<PAGE>

         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
Bateman Dynasty, LC                                          January 31, 2003


By /s/ Lynn Bateman, Manager                                 January 31, 2003
-----------------------------
(Signature)


Company

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

By /s/ Teresa Fackrell                                       January 31, 2003
-----------------------------
Secretary