TERMINATION
      AGREEMENT

     

    This
      Termination Agreement (“Termination Agreement”) is made and entered into to be
      effective as of July 20, 2007, by and between Quest Group International,
      Inc.(hereinafter “Quest”), and Bateman Dynasty, LC (hereinafter “Bateman”).
      Quest and Bateman are hereinafter referred to as the “Parties.”

     

    RECITALS

     

    The
      Parties entered into a Revolving Loan and Security Agreement, dated September
      1,
      2001 (the “Loan Agreement”); 

     

    The
      Parties entered into an amendment to the Loan Agreement on February 1, 2002,
      which, together with the Loan Agreement, is hereinafter referred to as the
      “Bateman Agreements;” and

     

    The
      Parties desire to terminate the Bateman Agreements and cancel all promissory
      notes issued in connection with the Bateman Agreements (the “Notes”) in
      consideration for the payment described herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants contained herein the Parties covenant
      and
      agree as follows:

     

    1. Concurrent
      with the execution and delivery of this Termination Agreement, Quest agrees
      to
      pay Bateman the sum of ONE HUNDRED EIGHTY-FOUR THOUSAND SIX HUNDRED THIRTY-ONE
      DOLLARS ($184,631) (the “Termination Payment”), which shall be payment in full
      of all principal amounts, all
      accrued and unpaid interest, all “Override Bonus” as that term is defined in the
      Loan Agreement, liquidated damages and other amounts which are due under the
      Bateman Agreements and the Notes.
      

     

    2. Quest
      is
      delivering the Notes to Bateman for cancellation, and hereby irrevocably
      instructs Quest to cancel as “paid in full” the Notes immediately upon receipt.
      Bateman agrees to cancel such Notes upon receipt, in consideration of the
      Termination Payment, pursuant to Section 1 hereof. Quest and Bateman hereby
      agree that the cancellation of the Notes shall for all purposes be deemed to
      be
      effective immediately.

     

    3. Upon
      receipt of the Termination Payment the Parties agree that the Bateman Agreements
      shall be terminated immediately without any further action on the part of the
      Parties.

     

    4. Bateman
      and each of its officers, directors, members, employees, agents and attorneys;
      its predecessors, successors, assignors and assignees; its affiliates; and
      all
      persons and entities acting by, through, under, or in concert with them or
      any
      of them (collectively, the “Bateman Releasors”) do hereby release and forever
      discharge Quest and its affiliates and their respective officers, directors,
      employees, shareholders, agents and attorneys; their respective predecessors,
      successors, assignors and assignees; and all persons and entities acting by,
      through, under, or in concert with them or any of them (collectively, the “Quest
      Releasees”), of and from any and all manner of action or actions, cause or
      causes of action, in law or in equity, suits, debts, liens, contracts,
      agreements, promises, liabilities, claims, demands, damages, losses, costs
      or
      expenses, of any nature whatsoever, whether known or unknown, fixed or
      contingent, which the Bateman Releasors now or may hereafter have against the
      Quest Releasees, or any of them, by reason of any matter, cause or thing
      whatsoever from the beginning of time to the date hereof which is based upon,
      arises out of, or relates to the Bateman Agreements. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. This
      Agreement constitutes the sole understanding of the parties with respect to
      the
      subject matter hereof. No amendment, modification, or alteration of the terms
      or
      provisions of this Agreement shall be binding unless the same shall be in
      writing and duly executed by the parties hereto.

     

    6. This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original and all of which shall constitute
      the
      same instrument.

     

    7. Neither
      party shall be obligated to reimburse the other for any costs or expenses
      incurred by the other party in connection with this Agreement and/or the
      transactions contemplated hereby, including fees and expenses of financial
      consultants, accounts, and counsel.

     

    8. This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of Utah without giving effect to the principles of conflicts of law
      thereof.

     

    9. If
      either
      Party brings an action or proceeding to enforce the terms of this Termination
      Agreement, the prevailing party in any such proceeding, action or appeal, shall
      be entitled to the prevailing party’s reasonable and actual out-of-pocket
      attorney’s fees and costs, whether awarded in the same suit or recovered in a
      separate suit.

     

    IN
      WITNESS WHEREOF, intending to be legally bound, the Parties have hereto set
      there hands to be effective as of the date first written above. 

     

    
      	
              Quest
                Group International, Inc.  

               

              By:
                /s/
                Kurt
                Brendlinger                       

              Its:
                Chairman
                & Chief Financial Officer

            	 	
              Bateman
                Dynasty, LC

               

              By:
                /s/
                Lynn
                Bateman                             
                

              Its:
                Manager                                             
                

            


    

    


    
      
        
        

      

      
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