REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of May 16, 2007, by and among Quest Group
      International, Inc., a Nevada corporation (the “Company”),
      on
      the one hand, and the subscribers signatory hereto (each such subscriber, a
      “Subscriber”
and
      collectively, the “Subscribers”).

    


    This
      Agreement is made pursuant to the Subscription Agreement, dated as of the date
      hereof among the Company and the Subscribers (the “Subscription
      Agreement”).

    


    The
      Company, and the Subscribers hereby agree as follows:

    


    1. Definitions.
      The
      following terms shall have the following meanings:

    


    “Closing”
means
      the closing of the transactions contemplated by the private placement
      memorandum, no later than May 30, 2007.

    


    “Common
      Stock”
means
      the common stock of the Company, par value $0.001 per share. 

    


    “Effectiveness
      Date”
means,
      with respect to the Registration Statement required to be filed hereunder,
      the
      earlier of (a) one hundred twenty (120) days following the Closing, and (b)
      the
      fifth trading day following the date on which the Company is notified by the
      Commission that the Registration Statement will not be reviewed or is no longer
      subject to further review and comments. 

    


    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2(a).

    


    “Event”
shall
      have the meaning set forth in Section 2(b).

    


    “Event
      Date”
shall
      have the meaning set forth in Section 2(b).

    


    “Filing
      Date”
means,
      with respect to the Registration Statement required to be filed hereunder,
      forty-five (45) days following the Closing. 

    


    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time, of Registrable
      Securities. 

    


    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

    


    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

    


    “Initial
      Registration Statement”
shall
      have the meaning set forth in Section 2. 

    


    “Losses”
shall
      have the meaning set forth in Section 5(a).

    


    “Placement
      Agent”
means
      Hunter World Markets, Inc.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    “Placement
      Agent Warrants”
means
      the six-year warrant issued to the Placement Agent.

    


    “Plan
      of Distribution”
shall
      have the meaning set forth in Section 2(a).

    


    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened. 

    


    “Prospectus”
means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus. 

    


    “Registrable
      Securities”
means,
      as to this Agreement only, (a) all of the Shares, (b) all shares of the
      Company’s Common Stock owned by Hunter and/or its affiliates, and (c) all
      of the shares of Common Stock issuable upon exercise of the Placement Agent
      Warrants held together with any shares of Common Stock issued or issuable upon
      any stock split, dividend or other distribution, recapitalization or similar
      event with respect to the foregoing, it being understood that upon exercise,
      the
      holder of the Placement Agent Warrants will receive shares of the Common Stock
      of the Company. 

    


    “Registration
      Statement”
means
      the registration statements required to be filed hereunder, including (in each
      case) the Prospectus, amendments and supplements to the registration statement
      or Prospectus, including pre- and post-effective amendments, all exhibits
      thereto, and all material incorporated by reference or deemed to be incorporated
      by reference in the registration statement. 

    


    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule. 

    


    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule. 

    


    “Selling
      Shareholder Questionnaire”
shall
      have the meaning set forth in Section 3(a).
      

    


    “Shares”
mean
      the shares of Common Stock purchased by the Subscribers for $0.50 per share
      in
      the Company’s private placement offering on May 16, 2007.

    


    
      
         

      

      
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    2. Registration.

     

    (a) On
      or
      prior to the Filing Date, the Company shall prepare and file with the
      Commission, and in accordance with the Securities Act and all applicable
      regulations promulgated thereunder, the Registration Statement covering the
      resale of up to 31,650,000 Shares for an offering to be made on a continuous
      basis pursuant to Rule 415 (the “Initial
      Registration Statement”).
      The
      Company shall thereafter file a subsequent Registration Statement that covers
      the resale of the balance of the Registrable Securities that was not covered
      in
      the Initial Registration Statement, if any. Such subsequent Registration
      Statement shall be filed no later than six months after effectiveness of the
      Initial Registration Statement. Notwithstanding the foregoing, the Company may
      initially file a Registration Statement covering the issue of all of the
      Registrable Securities. The Registration Statement required hereunder shall
      be
      on Form SB-2 (except if the Company is not then eligible to register for resale
      the Registrable Securities on Form SB-2, in which case the Registration shall
      be
      on another appropriate form in accordance herewith). The Registration Statement
      required hereunder shall contain (except if otherwise directed by the Holders)
      substantially the “Plan
      of Distribution”
      attached hereto as Annex A. Subject to the terms of this Agreement, the Company
      shall use its best efforts to cause the Registration Statement to be declared
      effective under the Securities Act as promptly as possible after the filing
      thereof, but in any event not later than the Effectiveness Date, and shall
      use
      its best efforts to keep the Registration Statement continuously effective
      under
      the Securities Act until the date when all Registrable Securities have been
      sold
      or may be sold without volume restrictions pursuant to Rule 144(k) as determined
      by the counsel to the Company pursuant to a written opinion letter to such
      effect, addressed and acceptable to the Company’s transfer agent and the
      affected Holders (the “Effectiveness
      Period”).

     

    (b) If:
      (i)
      the Initial Registration Statement filed or required to be filed hereunder
      is
      not declared effective by the Commission on or before the Effectiveness Date,
      or
      (ii) after a Registration Statement is first declared effective by the
      Commission, it ceases for any reason to remain continuously effective as to
      all
      Registrable Securities for which it is required to be effective, or the Holders
      are not permitted to utilize the Prospectus therein to resell such Registrable
      Securities, for in any such case under this clause (ii), 20 consecutive calendar
      days but no more than an aggregate of 30 calendar days during any 12 month
      period (which need not be consecutive trading days) (any such failure or breach
      being referred to as an “Event,”
and
      for purposes of (ii) the date on which such Event occurs, is exceeded, or for
      purposes of clause (ii) the date on which such 20 or 30 calendar day period,
      as
      applicable, is exceeded being referred to as “Event
      Date”),
      as
      Subscribers’ exclusive remedy, on each such Event Date and on each monthly
      anniversary of each such Event Date (if the applicable Event shall not have
      been
      cured by such date) until the applicable Event is cured, the Company shall
      pay
      to each Holder an amount in cash, as liquidated damages and not as a penalty,
      equal to 1% of the aggregate purchase price paid by such Holder pursuant to
      the
      Subscription Agreement for any Registrable Securities then held by such Holder.
      To the extent the Company is required to cut back on the number of Registrable
      Securities because of Rule 415, Company shall not be liable to pay any
      liquidated damages. The liquidated damages pursuant to the terms hereof shall
      apply on a daily pro-rata basis for any portion of a month prior to the cure
      of
      an Event, as the parties to this Agreement have agreed that the precise amount
      of damages in such circumstances would be extremely difficult to calculate
      accurately and believe that such amount is a reasonable estimate under the
      circumstances existing at this time. Notwithstanding anything herein to the
      contrary, if an Event or the continuation of an Event is caused solely as a
      result of an act or omission by a Holder, the Company shall not be liable to
      pay
      liquidated damages to such Holder that otherwise would result on account of
      such
      Event or continuation of an Event. 

     

    
      
         

      

      
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    3. Registration
      Procedures.

    


    In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

     

    (a) Not
      less
      than five trading days prior to the filing of the Registration Statement or
      any
      related Prospectus or any amendment or supplement thereto, the Company shall,
      (i) furnish to the Holders copies of any disclosure relating to the Holders,
      including but not limited to the entire Selling Stockholder and Plan of
      Distribution sections which sections shall be subject to the review of such
      Holders, and (ii) cause its officers and directors, counsel and independent
      certified public accountants to respond to such inquiries as shall be necessary,
      in the reasonable opinion of respective counsel, to conduct a reasonable
      investigation within the meaning of the Securities Act, unless such amendment
      or
      supplement to the Registration Statement does not affect or pertain to the
      Holders, in which case the Company shall furnish such copies to the Holders
      not
      less than two trading days prior to the filing of such amendment or supplement.
      The Company shall not file the Registration Statement or any such Prospectus
      or
      any amendments or supplements thereto to which the Holders of a majority of
      the
      Registrable Securities shall reasonably object in good faith, provided that
      the
      Company is notified of such objection in writing no later than two trading
      days
      after the Holders have been so furnished copies of such documents. Prior to
      any
      filing relating to the Registration Statement, each Holder agrees to furnish
      to
      the Company a completed Questionnaire in the form attached to this Agreement
      as
      Annex B (a “Selling
      Shareholder Questionnaire”)
      within
      five trading days of written request by the Company.

     

    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep the Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period until such time as all of such Registrable Securities shall have been
      disposed of in accordance with the intended methods of disposition by the seller
      or sellers thereof as set forth in such Registration Statement, and prepare
      and
      file with the Commission such additional Registration Statements in order to
      register for resale under the Securities Act all of the Registrable Securities;
      (ii) cause the related Prospectus to be amended or supplemented by any required
      Prospectus supplement, and as so supplemented or amended to be filed pursuant
      to
      Rule 424; (iii) respond as promptly as reasonably practicable to any comments
      received from the Commission with respect to the Registration Statement or
      any
      amendment thereto and, as promptly as reasonably practicable, upon request,
      provide the Holders upon request true and complete copies of all correspondence
      from and to the Commission relating to the Registration Statement; (iv) comply
      in all material respects with the provisions of the Securities Act and the
      Exchange Act with respect to the disposition of all Registrable Securities
      covered by the Registration Statement during the applicable period in accordance
      with the intended methods of disposition by the Holders thereof set forth in
      the
      Registration Statement as so amended or in such Prospectus as so supplemented;
      and (v) take all other actions as may be reasonably necessary or appropriate
      in
      furtherance of the matters required by this Section 3(b).

     

    
      
         

      

      
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    (c) Notify
      the Holders of Registrable Securities to be sold as promptly as reasonably
      practicable and (if requested by any such Person) confirm such notice in writing
      promptly following the day (i)(A) when a Prospectus or any Prospectus supplement
      or post-effective amendment to the Registration Statement is proposed to be
      filed; (B) when the Commission notifies the Company whether there will be a
      “review” of the Registration Statement and whenever the Commission comments in
      writing on the Registration Statement (the Company shall upon request provide
      true and complete copies thereof and all written responses thereto to each
      of
      the Holders); and (C) with respect to the Registration Statement or any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other Federal or state governmental authority
      during the period of effectiveness of the Registration Statement for amendments
      or supplements to the Registration Statement or Prospectus or for additional
      information; (iii) of the issuance by the Commission or any other federal or
      state governmental authority of any stop order suspending the effectiveness
      of
      the Registration Statement covering any or all of the Registrable Securities
      or
      the initiation of any Proceedings for that purpose; (iv) of the receipt by
      the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (v) of the occurrence of any event or passage of time that makes
      the financial statements included in the Registration Statement ineligible
      for
      inclusion therein or any statement made in the Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      the
      Registration Statement, Prospectus or other documents so that, in the case
      of
      the Registration Statement or the Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading. 

    


    (d) Use
      commercially reasonable efforts to avoid the issuance of, or, if issued, obtain
      the withdrawal of (i) any order suspending the effectiveness of the Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment. 

    


    (e) Furnish
      to each Holder, without charge and upon request, at least one conformed copy
      of
      the Registration Statement and each amendment thereto, including financial
      statements and schedules, all documents incorporated or deemed to be
      incorporated therein by reference to the extent requested by such Person, and
      all exhibits to the extent requested by such Person (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission. 

    


    (f) Promptly
      deliver to each Holder, without charge and upon request, as many copies of
      the
      Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request in
      connection with resales by the Holder of Registrable Securities. Subject to
      the
      terms of this Agreement, the Company hereby consents to the use of such
      Prospectus and each amendment or supplement thereto by each of the selling
      Holders in connection with the offering and sale of the Registrable Securities
      covered by such Prospectus and any amendment or supplement thereto, except
      after
      the giving on any notice pursuant to Section 3(c)
      until
      the Company has delivered the Advice and either the supplemented prospectus
      or
      the amended Registration Statement as contemplated by Section 6(c).

    


    
      
         

      

      
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    (g) Prior
      to
      any resale of Registrable Securities by a Holder, use its commercially
      reasonable efforts to register or qualify or cooperate with the selling Holders
      in connection with the registration or qualification (or exemption from the
      Registration or qualification) of such Registrable Securities for the resale
      by
      the Holder under the securities or Blue Sky laws of such jurisdictions within
      the United States as any Holder reasonably requests in writing, to keep the
      Registration or qualification (or exemption therefrom) effective during the
      Effectiveness Period and to do any and all other acts or things reasonably
      necessary to enable the disposition in such jurisdictions of the Registrable
      Securities covered by the Registration Statement; provided, that the Company
      shall not be required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any tax in any such
      jurisdiction where it is not then so subject or file a general consent to
      service of process in any such jurisdiction. The Company shall promptly notify
      the Placement Agent and each Holder who holds Registrable Securities of the
      receipt by the Company of any notification with respect to the suspension of
      the
      registration or qualification of any of the Registrable Securities for sale
      under the securities or “blue sky” laws of any jurisdiction in the United States
      or its receipt of notice of the initiation or threatening of any proceeding
      for
      such purpose.

    


    (h) If
      requested by the Holders, cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to the Registration Statement, which
      certificates shall be free, to the extent permitted by the Subscription
      Agreement, of all restrictive legends, and to enable such Registrable Securities
      to be in such denominations and registered in such names as any such Holders
      may
      request.

     

    (i) Upon
      the
      occurrence of any event contemplated by Section 3(c)(v),
      as
      promptly as reasonably possible, prepare a supplement or amendment, including
      a
      post-effective amendment, to the Registration Statement or a supplement to
      the
      related Prospectus or any document incorporated or deemed to be incorporated
      therein by reference, and file any other required document so that, as
      thereafter delivered, neither the Registration Statement nor such Prospectus
      will contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading. If
      the
      Company notifies the Holders in accordance with clauses (ii) through (v) of
      Section 3(c)
      above to
      suspend the use of any Prospectus until the requisite changes to such Prospectus
      have been made, then the Holders shall suspend use of such Prospectus. The
      Company will use its best efforts to ensure that the use of the Prospectus
      may
      be resumed as promptly as is practicable. The Company shall be entitled to
      exercise its right under this Section 3(i)
      to
      suspend the availability of a Registration Statement and Prospectus, subject
      to
      the payment of partial liquidated damages pursuant to Section 2(b),
      for a
      period not to exceed 60 days (which need not be consecutive days) in any
      12-month period. 

    


    (j) Comply
      with all applicable rules and regulations of the Commission.

    


    
      
         

      

      
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    (k) The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Holder and, if required by the Commission, the person thereof that has voting
      and dispositive control over the Shares. During any periods that the Company
      is
      unable to meet its obligations hereunder with respect to the registration of
      the
      Registrable Securities solely because any Holder fails to furnish such
      information within three trading days of the Company’s request, any liquidated
      damages that are accruing at such time as to such Holder only shall be tolled
      and any Event that may otherwise occur solely because of such delay shall be
      suspended as to such Holder only, until such information is delivered to the
      Company. 

    


    (l) The
      Company shall hold in confidence and not make any disclosure of information
      concerning a Holder provided to the Company unless (i) disclosure of such
      information is necessary to comply with federal or state securities laws or
      the
      applicable trading market, (ii) the disclosure of such information is necessary
      to avoid or correct a misstatement or omission in any Registration Statement,
      (iii) the release of such information is ordered pursuant to a subpoena or
      other
      final, non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the
      public other than by disclosure in violation of this Agreement or any other
      agreement. The Company agrees that it shall, upon learning that disclosure
      of
      such information concerning a Holder is sought in or by a court or governmental
      body of competent jurisdiction or through other means, give prompt written
      notice to such Holder and allow such Holder, at the Holder’s expense, to
      undertake appropriate action to prevent disclosure of, or to obtain a protective
      order for, such information.

    


    (m) Within
      two (2) business days after a Registration Statement which covers Registrable
      Securities is ordered effective by the SEC, the Company shall deliver, and
      shall
      cause legal counsel for the Company to deliver, to the transfer agent for such
      Registrable Securities (with copies to the Holders whose Registrable Securities
      are included in such Registration Statement) confirmation that such Registration
      Statement has been declared effective by the SEC in the form attached hereto
      as
      Annex C.

    


    (n)
      

    


    4. Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to the Registration Statement. The
      fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses with respect to filings required to be made with the trading
      market on which the Common Stock is then listed for trading), (ii) printing
      expenses (including, without limitation, expenses of printing certificates
      for
      Registrable Securities and of printing prospectuses if the printing of
      prospectuses is reasonably requested by the holders of a majority of the
      Registrable Securities included in the Registration Statement), (iii) messenger,
      telephone and delivery expenses, (iv) fees and disbursements of counsel for
      the
      Company, (v) Securities Act liability insurance, if the Company so desires
      such
      insurance, and (vi) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement. In addition, the Company shall be responsible for all of its
      internal expenses incurred in connection with the consummation of the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit and the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder. In no event shall the Company be
      responsible for any broker or similar commissions or, except to the extent
      provided for in the Transaction Documents, any legal fees or other costs of
      the
      Holders. 

     

    
      
         

      

      
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    5. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents, managers, members,
      partners, shareholders and employees of each of them, each Person who controls
      any such Holder (within the meaning of Section 15 of the Securities Act or
      Section 20 of the Exchange Act) and the officers, directors, agents and
      employees of each such controlling Person, to the fullest extent permitted
      by
      applicable law, from and against any and all losses, claims, damages,
      liabilities, costs (including, without limitation, reasonable attorneys’ fees)
      and expenses (collectively, “Losses”),
      as
      incurred, in investing, preparing or defending any action, claim, suit, inquiry,
      proceeding, investigation or appeal taken from the foregoing by or before any
      court or governmental, administrative or other regulatory agency, body or the
      SEC, whether pending or threatened against an Indemnified Party, arising out
      of,
      based upon or relating to any untrue or alleged untrue statement of a material
      fact contained in the Registration Statement, any Prospectus or any form of
      prospectus or in any amendment or supplement thereto or in any preliminary
      prospectus, or arising out of or relating to any omission or alleged omission
      of
      a material fact required to be stated therein or necessary to make the
      statements therein (in the case of any Prospectus or form of prospectus or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, except to the extent, but only to the extent, that (i) such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in
      the Registration Statement, such Prospectus or such form of Prospectus or in
      any
      amendment or supplement thereto (it being understood that the Holder has
      approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
      of an event of the type specified in Section 3(c)(ii)
      through (v), the use by such Holder of an outdated or defective Prospectus
      after
      the Company has notified such Holder in writing that the Prospectus is outdated
      or defective. The Company shall notify the Holders promptly of the institution,
      threat or assertion of any Proceeding of which the Company is aware in
      connection with the transactions contemplated by this Agreement. 

     

    (b) Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, to the extent arising out of or based
      solely upon: (i) such Holder’s failure to comply with the prospectus delivery
      requirements of the Securities Act or (ii) any untrue or alleged untrue
      statement of a material fact contained in any Registration Statement, any
      Prospectus, or any form of prospectus, or in any amendment or supplement thereto
      or in any preliminary prospectus, or arising out of or relating to any omission
      or alleged omission of a material fact required to be stated therein or
      necessary to make the statements therein not misleading (A) to the extent in
      each case, but only to the extent, that such untrue statement or omission is
      contained in any information so furnished in writing by such Holder to the
      Company specifically for inclusion in the Registration Statement or such
      Prospectus or (B) to the extent that (x) such untrue statements or omissions
      are
      based solely upon information regarding such Holder furnished in writing to
      the
      Company by such Holder expressly for use therein, or to the extent that such
      information relates to such Holder or such Holder’s proposed method of
      distribution of Registrable Securities and was reviewed and expressly approved
      in writing by such Holder expressly for use in the Registration Statement (it
      being understood that the Holder has approved Annex A hereto for this purpose),
      such Prospectus or such form of Prospectus or in any amendment or supplement
      thereto or (y) in the case of an occurrence of an event of the type specified
      in
      Section 3(c)(ii)
      through (v), the use by such Holder of an outdated or defective Prospectus
      after
      the Company has notified such Holder in writing that the Prospectus is outdated
      or defective. In no event shall the liability of any selling Holder hereunder
      be
      greater in amount than the dollar amount of the net proceeds received by such
      Holder upon the sale of the Registrable Securities giving rise to such
      indemnification obligation. 

     

    
      
         

      

      
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    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided, that the failure of any Indemnified
      Party to give such notice shall not relieve the Indemnifying Party of its
      obligations or liabilities pursuant to this Agreement, except (and only) to
      the
      extent that it shall be finally determined by a court of competent jurisdiction
      (which determination is not subject to appeal or further review) that such
      failure shall have prejudiced the Indemnifying Party. 

    


    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (i) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (ii) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (iii) the named parties to any
      such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall reasonably believe
      that a material conflict of interest is likely to exist if the same counsel
      were
      to represent such Indemnified Party and the Indemnifying Party (in which case,
      if such Indemnified Party notifies the Indemnifying Party in writing that it
      elects to employ separate counsel at the expense of the Indemnifying Party,
      the
      Indemnifying Party shall not have the right to assume the defense thereof and
      the reasonable fees and expenses of one separate counsel shall be at the expense
      of the Indemnifying Party). The Indemnifying Party shall not be liable for
      any
      settlement of any such Proceeding effected without its written consent, which
      consent shall not be unreasonably withheld. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, effect any settlement of
      any
      pending Proceeding in respect of which any Indemnified Party is a party, unless
      such settlement includes an unconditional release of such Indemnified Party
      from
      all liability on claims that are the subject matter of such Proceeding.


    


    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    Subject
      to the terms of this Agreement, all reasonable fees and expenses of the
      Indemnified Party (including reasonable fees and expenses to the extent incurred
      in connection with investigating or preparing to defend such Proceeding in
      a
      manner not inconsistent with this Section) shall be paid to the Indemnified
      Party, as incurred, within ten trading days of written notice thereof to the
      Indemnifying Party; provided, that the Indemnified Party shall promptly
      reimburse the Indemnifying Party for that portion of such fees and expenses
      applicable to such actions for which such Indemnified Party is not entitled
      to
      indemnification hereunder, determined based upon the relative faults of the
      parties. 

     

    (d) Contribution.
      If a
      claim for indemnification under Section 5(a)
      or
5(b)
      is
      prohibited or limited by law to an Indemnified Party (by reason of public policy
      or otherwise), then each Indemnifying Party, in lieu of indemnifying such
      Indemnified Party, shall contribute to the amount paid or payable by such
      Indemnified Party as a result of such Losses, in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party and
      Indemnified Party in connection with the actions, statements or omissions that
      resulted in such Losses as well as any other relevant equitable considerations.
      The relative fault of such Indemnifying Party and Indemnified Party shall be
      determined by reference to, among other things, whether any action in question,
      including any untrue or alleged untrue statement of a material fact or omission
      or alleged omission of a material fact, has been taken or made by, or relates
      to
      information supplied by, such Indemnifying Party or Indemnified Party, and
      the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such action, statement or omission. The amount paid or
      payable by a party as a result of any Losses shall be deemed to include, subject
      to the limitations set forth in this Agreement, any reasonable attorneys’ or
      other reasonable fees or expenses incurred by such party in connection with
      any
      Proceeding to the extent such party would have been indemnified for such fees
      or
      expenses if the indemnification provided for in this Section was available
      to
      such party in accordance with its terms. 

    


    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d)
      were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the equitable considerations referred to in the
      immediately preceding paragraph. Notwithstanding the provisions of this Section
      5(d),
      no
      Holder shall be required to contribute, in the aggregate, any amount in excess
      of the amount by which the proceeds actually received by such Holder from the
      sale of the Registrable Securities subject to the Proceeding exceeds the amount
      of any damages that such Holder has otherwise been required to pay by reason
      of
      such untrue or alleged untrue statement or omission or alleged omission, except
      in the case of fraud by such Holder. 

    


    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties. 

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    6. Miscellaneous.

    


    (a) Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate. 

    


    (b) Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to the Registration Statement. 

     

    (c) Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c),
      such
      Holder will forthwith discontinue disposition of such Registrable Securities
      under the Registration Statement until such Holder’s receipt of the copies of
      the supplemented Prospectus and/or amended Registration Statement or until
      it is
      advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company will use its best efforts to ensure that
      the
      use of the Prospectus may be resumed as promptly as it practicable. The Company
      agrees and acknowledges that any periods during which the Holder is required
      to
      discontinue the disposition of the Registrable Securities hereunder shall be
      subject to the provisions of Section 2(b). 

    


    (d) Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account under the Securities Act of any
      of
      its equity securities, other than on Form S-4 or Form S-8 (each as promulgated
      under the Securities Act) or their then equivalents relating to equity
      securities to be issued solely in connection with any acquisition of any entity
      or business or equity securities issuable in connection with the stock option
      or
      other employee benefit plans, then the Company shall send to each Holder a
      written notice of such determination and, if within fifteen days after the
      date
      of such notice, any such Holder shall so request in writing, the Company shall
      include in such registration statement all or any part of such Registrable
      Securities such Holder requests to be registered, subject to customary
      underwriter cutbacks applicable to all holders of registration rights. In such
      event, the provisions of Section 3
      shall
      apply to such a registration. 

    


    (e) Public
      Information.
      With a
      view to making available to the Holders the benefits of Rule 144 promulgated
      under the 1933 Act or any other similar rule or regulation of the SEC that
      may
      at any time permit the Holders to sell securities of the Company to the public
      without registration (“Rule
      144”),
      the
      Company agrees to: (i) make and keep public information available, as those
      terms are understood and defined in Rule 144; (ii)file with the SEC in a timely
      manner all reports and other documents required of the Company under the 1933
      Act and the 1934 Act so long as the Company remains subject to such requirements
      and the filing of such reports and other documents is required for the
      applicable provisions of Rule 144; and (iii) furnish to each Holder so long
      as
      such Holder owns Registrable Securities, promptly upon request, (A) a written
      statement by the Company, if true, that it has complied with the reporting
      requirements of Rule 144, the 1933 Act and the 1934 Act, (B) a copy of the
      most
      recent annual report of the Company and such other reports and documents so
      filed by the Company, and (C) such other information as may be reasonably
      requested to permit the Holders to sell such securities pursuant to Rule 144
      without registration.. 

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    (f) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and Holders of at least a majority of the then outstanding
      Registrable Securities. Failure of any party to exercise any right or remedy
      under this Agreement or otherwise, or delay by a party in exercising such right
      or remedy, shall not operate as a waiver thereof. 

    


    (g) Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be made in accordance with the provisions of the
      Subscription Agreement. 

    


    (h) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. Each Holder may assign their respective rights hereunder in the manner
      and to the Persons as permitted under the Subscription Agreement or, in the
      case
      of Hunter and the holders of Bridge Warrants, to (i) any principal, shareholder,
      director or officer of any such entity, (ii) to any spouse, ancestor, descendant
      of any person referred to in clause (i), or (iii) any trust established for
      the
      benefit of any person referred to in clause (i) or clause (ii), or (iv) any
      person or entity controlling, controlled by or under common control with Hunter
      or such Bridge Warrant holder.

    


    (i) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

    


    (j) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be with the internal laws of the State of California,
      without giving effect to the principles of conflicts of law.

    


    (k) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law. 

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

       

    

    (l) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their commercially reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

    


    (m) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof. 

    


    (n) Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be responsible
      in
      any way for the performance of the obligations of any other Holder hereunder.
      Nothing contained herein or in any other agreement or document delivered at
      any
      closing, and no action taken by any Holder pursuant hereto or thereto, shall
      be
      deemed to constitute the Holders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Holders
      are in any way acting in concert with respect to such obligations or the
      transactions contemplated by this Agreement. Each Holder shall be entitled
      to
      protect and enforce its rights, including without limitation the rights arising
      out of this Agreement, and it shall not be necessary for any other Holder to
      be
      joined as an additional party in any proceeding for such purpose. 

    


    (o) Further
      Acts.
      Each
      party shall do and perform or cause to be done and performed all such further
      acts and things and shall execute and deliver such further all such agreements,
      certificates, instruments, and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

    


    [SIGNATURE
      PAGES FOLLOW]

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above. 

     

    
      	 	 	 
	 	
              QUEST
                GROUP INTERNATIONAL, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Mathew Evans
	 	
              

              Name:
                Mathew
                Evans

            
	 	
              Title: President

            


    

    


    


    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    SUBSCRIBER’S
      SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

     

    
      	 	 	 
	 	
              ABSOLUTE
                RETURN EUROPE FUND LIMITED

            
	 
 	 
 	 
 
	 	By:  	/s/
              Florian Homm
	 	
              
Name:
              Florian Homm
	 	Title:
              CIO


    

     

    


    [SIGNATURE
      PAGES CONTINUE]

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    SUBSCRIBER’S
      SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

     

    
      	 	 	 
	 	
              EUROPEAN
                CATALYST FUND LIMITED

            
	 
 	 
 	 
 
	 	By:  	/s/
              Florian Homm
	 	
              
Name:
Florian
              Homm
	 	Title:
              CIO


    

    



    [SIGNATURE
      PAGES CONTINUE]

    


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    SUBSCRIBER’S
      SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

     

    
      	 	 	 
	 	
              ABSOLUTE
                EAST WEST MASTER FUND LIMITED

            
	 
 	 
 	 
 
	 	By:  	/s/
              Florian Homm
	 	
              
Name:
Florian
              Homm
	 	Title:
              CIO


    

    


    


    [SIGNATURE
      PAGES CONTINUE]

    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    SUBSCRIBER’S
      SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

     

    
      	 	 	 
	 	
              ABSOLUTE
                OCTANE MASTER FUND LIMITED

            
	 
 	 
 	 
 
	 	By:  	/s/
              Florian Homm
	 	
              
Name:
              Florian Homm
	 	Title:
              CIO


    

    


    


    [SIGNATURE
      PAGES CONTINUE]

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    SUBSCRIBER’S
      SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

     

    
      	 	 	 
	 	
              HUNTER
                WORLD MARKETS, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Todd
              Ficeto
	 	
              
Name:
Todd
              Ficeto
	 	Title:
              President


    

     

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    ANNEX
      A

    PLAN
      OF DISTRIBUTION

    


    The
      Selling Stockholders (the “Selling
      Stockholders”)
      of the
      common stock (“Common
      Stock”)
      of
      Quest Group International, Inc., a Nevada corporation (the “Company”)
      and
      any of their pledgees, assignees and successors-in-interest may, from time
      to
      time, sell any or all of their shares of Common Stock on any stock exchange,
      market or trading facility on which the shares are traded or in private
      transactions. These sales may be at fixed or negotiated prices. The Selling
      Stockholders may use any one or more of the following methods when selling
      shares: 

    


    
      	 	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers; 

            


    

    


    
      	 	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction; 

            


    

    


    
      	 	
              ·

            	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account; 

            


    

    


    
      	 	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

    


    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

    


    
      	 	
              ·

            	
              settlement
                of short sales entered into after the date of this
                prospectus;

            


    

    


    
      	 	
              ·

            	
              broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per share;


            


    

    


    
      	 	
              ·

            	
              a
                combination of any such methods of
                sale;

            


    

    


    
      	 	
              ·

            	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or otherwise; or
                

            


    

    


    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable law.
                

            


    

    


    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (the “Securities
      Act”),
      if
      available, rather than under this prospectus. 

    


    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated. Each
      Selling Stockholder does not expect these commissions and discounts relating
      to
      its sales of shares to exceed what is customary in the types of transactions
      involved. 

    


    
      
         

      

      
        20

        
          

        

      

      
         

      

       

    

    In
      connection with the sale of our common stock or interests therein, the Selling
      Stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the common
      stock in the course of hedging the positions they assume. The Selling
      Stockholders may also sell shares of our common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities. The Selling
      Stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such transaction).


    


    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Each Selling Stockholder has informed the
      Company that it does not have any agreement or understanding, directly or
      indirectly, with any person to distribute the Common Stock. 

    


    We
      will
      pay all expenses of the registration of the shares of Common Stock pursuant
      to
      the registration rights agreement, including, without limitation, Securities
      and
      Exchange Commission filing fees and expenses of compliance with state securities
      or “blue sky” laws; provided, however, that a selling stockholder will pay all
      underwriting discounts and selling commissions, if any. We will indemnify the
      selling stockholders against liabilities, including some liabilities under
      the
      Securities Act, in accordance with the registration rights agreements, or the
      selling stockholders will be entitled to contribution. We may be indemnified
      by
      the selling stockholders against civil liabilities, including liabilities under
      the Securities Act, that may arise from any written information furnished to
      us
      by the selling stockholder specifically for use in this prospectus, in
      accordance with the related registration rights agreements, or we may be
      entitled to contribution.

    


    Once
      sold
      under the shelf registration statement, of which this prospectus forms a part,
      the shares of Common Stock will be freely tradable in the hands of persons
      other
      than our affiliates.

    


    Because
      Selling Stockholders may be deemed to be “underwriters” within the meaning of
      the Securities Act, they will be subject to the prospectus delivery requirements
      of the Securities Act. In addition, any securities covered by this prospectus
      which qualify for sale pursuant to Rule 144 under the Securities Act may be
      sold
      under Rule 144 rather than under this prospectus. Each Selling Stockholder
      has
      advised us that they have not entered into any agreements, understandings or
      arrangements with any underwriter or broker-dealer regarding the sale of the
      resale shares. There is no underwriter or coordinating broker acting in
      connection with the proposed sale of the resale shares by the Selling
      Stockholders. 

    


    We
      agreed
      to keep this prospectus effective until the earlier of (i) the date on which
      the
      shares may be resold by the Selling Stockholders without registration and
      without regard to any volume limitations by reason of Rule 144(k) under the
      Securities Act or any other rule of similar effect or (ii) all of the shares
      have been sold pursuant to the prospectus or Rule 144 under the Securities
      Act
      or any other rule of similar effect. The resale shares will be sold only through
      registered or licensed brokers or dealers if required under applicable state
      securities laws. In addition, in certain states, the resale shares may not
      be
      sold unless they have been registered or qualified for sale in the applicable
      state or an exemption from the registration or qualification requirement is
      available and is complied with. 

    


    
      
         

      

      
        21

        
          

        

      

      
         

      

       

    

    Under
      applicable rules and regulations under the Exchange Act, any person engaged
      in
      the distribution of the resale shares may not simultaneously engage in market
      making activities with respect to our common stock for a period of two business
      days prior to the commencement of the distribution. In addition, the Selling
      Stockholders will be subject to applicable provisions of the Exchange Act and
      the rules and regulations thereunder, including Regulation M, which may limit
      the timing of purchases and sales of shares of our common stock by the Selling
      Stockholders or any other person. We will make copies of this prospectus
      available to the Selling Stockholders and have informed them of the need to
      deliver a copy of this prospectus to each purchaser at or prior to the time
      of
      the sale. 

    


    There
      can
      be no assurance that any selling stockholder will sell any or all of the shares
      of Common Stock registered pursuant to the shelf registration statement, of
      which this prospectus forms a part.

    


    
      
         

      

      
        22

        
          

        

      

      
         

      

    


    ANNEX
      B

    


    Quest
      Group International, Inc.

    


    SELLING
      SECURITYHOLDER NOTICE AND QUESTIONNAIRE

    


    The
      undersigned beneficial owner of common stock, (the “Common
      Stock”),
      of
      Quest Group International, Inc., a Nevada corporation (the “Company”),
      (the
“Registrable
      Securities”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement on Form SB-2 (the “Registration Statement”) for the
      registration and resale under Rule 415 of the Securities Act of 1933, as amended
      (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement, dated as of May 16, 2007 (the “Registration
      Rights Agreement”),
      among
      the Company and the Subscribers named therein. A copy of the Registration Rights
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms not otherwise defined herein shall have the
      meanings ascribed thereto in the Registration Rights Agreement. 

    


    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus. 

    


    NOTICE

    


    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement. 

    


    
      
         

      

      
        23

        
          

        

      

      
         

      

    


    QUESTIONNAIRE

    


    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate: 

     

    
      	
              1. 

            	
              Name.

            
	 	
              (a) 

            	
              Full
                Legal Name of Selling Securityholder 

               

            
	 	 	 
	 	
              (b) 

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are held:


               

            
	 	 	 
	 	
              (c) 

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the questionnaire): 

               

            
	 	 
	
              2. 

            	
              Address
                for Notices to Selling Securityholder: 

               

              Telephone:
                ____________________________________________________________

               

              Fax:
                __________________________________________________________________

               

              Contact
                Person:
                _________________________________________________________

            
	 	 
	
              3. 

            	
              Beneficial
                Ownership of Registrable Securities: 

            
	 	 	 
	 	
              (a) 

            	
              Type
                and Number of Registrable Securities beneficially owned: 

               

            
	 	 	 
	 	 	 
	 	 
	
              4. 

            	
              Broker-Dealer
                Status:

            
	 	 	 
	 	
              (a) 

            	
              Are
                you a broker-dealer?

            
	 	 	 	 	 	 
	 	 	
              Yes

            	
               ̈

            	
              No

            	
               ̈

            
	 	 	 	 	 	 
	 	 	
              Note: If
                yes, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

       

    

    
      	 	
              (b) 

            	
              Are
                you an affiliate of a broker-dealer?

            
	 	 	 	 	 	 
	 	 	
              Yes

            	
               ̈

            	
              No

            	
               ̈

            
	 	 	 	 	 	 
	 	
              (c) 

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable Securities?

            
	 	 	 	 	 	 
	 	 	
              Yes

            	
               ̈

            	
              No

            	
               ̈

            
	 	 	 	 	 	 
	
              5.

            	Beneficial
              Ownership of Other Securities of the Company Owned by the Selling
              Securityholder. 
	 	 
	 	 	
              Except
                as set forth below in this Item 5, the undersigned is not the beneficial
                or registered owner of any securities of the Company other than the
                Registrable Securities listed above in Item 3.

            
	 	 	 
	 	
              (a) 

            	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

               

            
	 	 	 
	 	 	 
	 	 
	
              6.

            	Relationship
              with the Company:
	 	 
	 	 	
              Except
                as set forth below, neither the undersigned nor any of its affiliates,
                officers, directors or principal equity holders (owners of 5% of
                more of
                the equity securities of the undersigned) has held any position or
                office
                or has had any other material relationship with the Company (or its
                predecessors or affiliates) during the past three years. State any
                exceptions here:

            
	 	 	 
	 	 	
              State
                any exceptions here:

               

            
	 	 	 


    

    


    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective. 

    


    
      
         

      

      
        25

        
          

        

      

      
         

      

       

    

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus. The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus. 

    


    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent. 

    


    


    
      	
              Dated: ________________

            	
              Beneficial
                Owner

               

              _____________________________________

               

               

              By:
                _______________________________________

              Name:
                _________________________________

              Title:
                __________________________________

            


    

    


    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO: 

    


    
      
         

      

      
        26

        
          

        

      

      
         

      

    


    ANNEX
      C 

    


    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

    


    Name
      of
      Transfer Agency

    [ADDRESS]

    City,
      State

    Facsimile:
       

    Attention:
       

    


    
      	
            	Re:	
              QUEST
                GROUP INTERNATIONAL, INC.

            


    

    


    Ladies
      and Gentlemen:

    


    [We
      are][I am] counsel to Quest group international, Inc., a Nevada corporation
      (the
“Company”),
      and
      have represented the Company in connection with that certain Securities Purchase
      Agreement (the “Securities
      Purchase Agreement”)
      entered into by and among the Company and the buyers named therein
      (collectively, the “Holders”)
      pursuant to which the Company issued to Holders shares of Common Stock of the
      Company (the “Common
      Stock”).
      Pursuant to the Securities Purchase Agreement, the Company also has entered
      into
      a Registration Rights Agreement with the Holders (the “Registration
      Rights Agreement”)
      pursuant to which the Company agreed, among other things, to register the
      Registrable Securities (as defined in the Registration Rights Agreement), under
      the Securities Act of 1933, as amended (the “1933
      Act”).
      In
      connection with the Company’s obligations under the Registration Rights
      Agreement, on May 16, 2007, the Company filed a Registration Statement on Form
      SB-2 (File No. 333-_____________) (the “Registration
      Statement”)
      with
      the Securities and Exchange Commission (the “SEC”)
      relating to the Registrable Securities which names each of the Holders as a
      selling stockholder thereunder.

    


    In
      connection with the foregoing, [we][I] advise you that a member of the SEC’s
      staff has advised [us][me] by telephone that the SEC has entered an order
      declaring the Registration Statement effective under the 1933 Act at [ENTER
      TIME
      OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no
      knowledge, after telephonic inquiry of a member of the SEC’s staff, that any
      stop order suspending its effectiveness has been issued or that any proceedings
      for that purpose are pending before, or threatened by, the SEC and the
      Registrable Securities are available for resale under the 1933 Act pursuant
      to
      the Registration Statement.

    


    This
      letter shall serve as our standing opinion to you that, until the Company or
      we
      notify you to the contrary, the shares of Common Stock are freely transferable
      by the Holders pursuant to the Registration Statement, subject to the Holder’s
      compliance with the prospectus delivery requirements. You need not require
      further letters from us to effect any future legend-free issuance or reissuance
      of shares of Common Stock to the Holders as contemplated by the Company’s
      Irrevocable Transfer Agent Instructions dated ________ __, 2007. 

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

       

    

    
      	 	
              Very
                truly yours,

               

              [ISSUER’S
                COUNSEL]

               

               

              By:
                _______________________________________

            


    

    


    


    
      	
              CC:

            	
              [LIST
                NAMES OF HOLDERS]

            


    

    


    
      
         

      

      
        28