SUBSCRIPTION
      AGREEMENT

    


    INSTRUCTIONS

    


    Each
      subscriber must complete and sign the Subscription Agreement in accordance
      with
      the following instructions. Subscribers must meet certain requirements in order
      for Quest Group International, Inc. (the
      "Company"), a Nevada corporation, to comply with the offering exemptions from
      registration and qualification under the Federal Securities Act of 1933, as
      amended, and applicable state securities laws. The Company will be relying
      on
      the accuracy and completeness of information provided in the Subscription
      Agreement to establish the qualifications of prospective investors and the
      Company's legal right to sell these securities. The Subscription Agreement
      will
      at all times be kept strictly confidential, unless necessary to establish the
      legality of a prospective investor's participation in the offering. The Company
      should be contacted immediately if there is any change in the information the
      prospective investor has provided.

    


    
      	
              1.

            	
              Complete
                and sign the SUBSCRIPTION AGREEMENT.

            
	 	 
	
              2.

            	
              The
                following sets forth the number of signatures required for different
                forms
                of ownership:

            


    

     

    
      	 	 
	
              Form
                of Ownership:

            	
              Signatures
                Required

            
	 	 
	
              Individual:

            	
              One
                signature required.

            
	 	 
	
              Joint
                Tenants With

            	 
	
              Right
                of Survivorship:

            	
              Both
                parties must sign.

            
	 	 
	
              Tenants
                in Common:

            	
              All
                parties must sign.

            
	 	 
	
              Community
                Property:

            	
              One
                signature required if security will be held in one name; two signatures
                required if security will be held in both names.

            
	 	 
	
              Corporation:

            	
              Signature
                of authorized officer or officers required.

            
	 	 
	
              Partnership:

            	
              Signature
                of general partner required; additional signatures only if required
                by
                partnership agreement.

            
	 	 
	
              Trust:

            	
              Trustee's
                signature must indicate "Trustee for the __________
                Trust."

            
	 	 
	
              Other
                Entities:

            	
              As
                required by the applicable document governing such
                entity.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SUBSCRIPTION
      AGREEMENT

    


    Quest
      Group International, Inc.

    11845
      West Olympic Boulevard, No. 1125W

    Los
      Angeles, California 90064

    PHONE:
      (310)
      573-9711 

    FAX:
      (310)
      573-9761

    


    


    THIS
      SUBSCRIPTION AGREEMENT made this 16th
      day of
      May, 2007, by and between Quest Group International, Inc., a Nevada corporation
      (the "Company"), and _____________________________ (the "Subscriber"), who,
      for
      and in consideration of the mutual promises and covenants set forth herein,
      do
      hereto agree as follows:

    


    1. Subscription.
      The
      Subscriber hereby subscribes for _____________ shares of the Company’s common
      stock (the “Shares”) at a purchase price of $.50 per share which
      the
      Subscriber has tendered herewith in good funds as payment for said Shares.
      The
      subscription evidenced by this Subscription Agreement ("Subscription") is an
      irrevocable offer by the Subscriber to subscribe for the Shares offered by
      the
      Company, and, subject to the terms hereof, shall become upon the acceptance
      thereof by the Company a contract for the sale of said securities. Upon
      acceptance of this subscription by the Company, the net proceeds will
      be
      available for immediate use by the Company. Subscription Agreements and
      subscription funds should be sent to the Company.

    


    2. Acceptance.
      This
      Subscription Agreement is made subject to the Company's discretionary right
      to
      accept or reject the subscription herein in whole or in part, and the Subscriber
      will be promptly notified as to whether the subscription has been accepted.
      If
      the Company shall for any reason reject all or part of this Subscription, the
      amount paid by the Subscriber with respect to the rejected Subscription, or
      part
      thereof, will be refunded, without interest. Acceptance of this Subscription
      by
      the Company will be evidenced by the execution hereof by an officer of the
      Company.

    


    3. Subscriber
      Representations.
      The
      Subscriber hereby represents and warrants that:

    


    (a) The
      Subscriber's representations in this Subscription Agreement are complete and
      accurate to the best of the Subscriber's knowledge, and the Company and any
      sales agent may rely upon them. The Subscriber will notify the Company and
      any
      such agent immediately if any material change occurs in any of this information
      before the sale of the Shares.

    


    (b) The
      Subscriber is aware that the Shares are a very speculative investment in a
      company with an untested business plan. The Subscriber is able to bear the
      economic risk of an investment in the Shares for an indefinite period of time,
      can afford the loss of the entire investment in the Shares, and will, after
      making an investment in the securities, have sufficient means of providing
      for
      Subscriber’s current needs and possible future contingencies. Additionally, the
      Subscriber's overall commitment to investments which are not readily marketable
      is not disproportionate to Subscriber’s net worth and this Subscription will not
      cause such overall commitment to become excessive.

    


    (c) The
      Shares subscribed for herein will not be sold by the Subscriber without
      registration under applicable securities acts or a proper exemption from such
      registration. The Subscriber also understands and agrees that the Shares will
      be
      subject to additional restrictions on transferability that are imposed by the
      participation agreement. 

    


    (d) The
      Shares subscribed for herein are being acquired for the Subscriber's own account
      and risk, for investment purposes, and not on behalf of any other person or
      with
      a view to, or for resale in connection with, any distribution thereof within
      the
      meaning of the Securities Act of 1933. The Subscriber is aware that there are
      substantial restrictions on the transferability of the Shares. 

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    (e) The
      Subscriber has had access to any and all information concerning the Company
      which the Subscriber and the Subscriber's financial, tax and legal advisors
      required or considered necessary to make a proper evaluation of this investment.
      In making the decision to purchase the Shares herein subscribed for, the
      Subscriber and his or her advisers have relied solely upon their own independent
      investigations, and fully understand that there are no guarantees, assurances
      or
      promises in connection with any investment hereunder and understand that the
      particular tax consequences arising from this investment in the Company will
      depend upon the individual circumstances of the Subscriber. The Subscriber
      further understands that no opinion is being given as to any securities or
      tax
      matters involving the offering.

    


    (f) All
      of
      the representations and warranties of the Subscriber contained herein and all
      information furnished by the Subscriber to the Company are true, correct and
      complete in all respects, and the Subscriber agrees to notify the Company
      immediately of any change in any representation, warranty or other information
      set forth herein.

    


    (g) The
      Subscriber also understands and agrees that stop transfer instructions relating
      to the Shares will be placed in the Company's stock transfer ledger, and that
      the certificates evidencing the Shares sold will bear legends in substantially
      the following form:

    


    
      	 	 	
              The
                securities represented by this certificate have not been registered
                under
                the Securities Act of 1933 (the "Act") and are "restricted securities"
                as
                that term is defined in Rule 144 under the Act. The securities may
                not be
                offered for sale, sold or otherwise transferred except pursuant to
                an
                effective registration statement under the Act or pursuant to an
                exemption
                from registration under the Act, the availability of which is to
                be
                established to the satisfaction of the
                Company.

            


    

    


    (h) Subscriber
      has been given the unrestricted opportunity to ask questions of, and receive
      answers from, the Company, or persons acting on its behalf, concerning the
      terms
      and conditions of, and all other matters relating to the offering, and has
      been
      given the unrestricted opportunity to obtain such additional information with
      respect to the offering as he has desired, including, but not limited to, any
      additional information necessary to verify the accuracy of the information
      set
      forth in the attached documentation. The undersigned has carefully read the
      Company's Private Placement Memorandum, dated May 11, 2007(the
“Memorandum”),
      annual
      report on Form 10-KSB, dated September, 30, 2006, Form 10-QSB, dated
      December
      31,
      2006, current report on Form 8-K, dated April 27, 2007, and definitive proxy
      statement relating to the Company’s annual meeting that was held on March 26,
      2007 (collectively, the “SEC Filings”). Except as set forth in this Subscription
      Agreement and the SEC Filings, the Subscriber is not relying on any
      representations, warranties or information from the Company in making an
      investment decision. 

    


    (i) The
      Subscriber knows that the Shares subscribed for herein are offered and sold
      pursuant to exemptions from registration under the Securities Act of 1933,
      and
      state securities law based, in part, on these warranties and representations,
      which are the very essence of this Subscription Agreement, and constitute a
      material part of the bargained-for consideration without which this Subscription
      Agreement would not have been executed.

    


    (j) By
      reason
      of the Subscriber's business or financial experience or the business or
      financial experience of professional advisors who are unaffiliated with and
      who
      are not compensated by the Company or any affiliate or selling agent of the
      Company, directly or indirectly, the Subscriber has the capacity to protect
      Subscriber’s own interest in connection with this transaction or has a
      pre-existing personal or business relationship with the Company or one or more
      of its officers, directors or controlling persons consisting of personal or
      business contacts of a nature and duration such as would enable a reasonably
      prudent purchaser to be aware of the character, business acumen and general
      business and financial circumstances of such person with whom such relationship
      exists.

    


    (k) This
      Subscription Agreement when fully executed and delivered by the Company will
      constitute a valid and legally binding obligation of the Subscriber, enforceable
      in accordance with its terms. The Subscriber, if it is a partnership, joint
      venture, corporation, trust or other entity, was not formed or organized for
      the
      specific purpose of acquiring the Shares. The purchase of the Shares by the
      Subscriber, if it is an entity investor, is a permissible investment in
      accordance with the Subscriber's Articles of Incorporation, by-laws, partnership
      agreement, declaration of trust or other similar charter document, and has
      been
      duly approved by all requisite action by the entity's owners, directors,
      officers or other authorized managers. The person signing this document and
      all
      documents necessary to consummate the purchase of the shares has all requisite
      authority to sign such documents on behalf of the Subscriber, if it is an entity
      investor.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    (l) The
      Subscriber has not duplicated or distributed the Memorandum to anyone other
      than
      his personal advisors, and will not do so in the future.

    


    (m) The
      Shares offered hereby were not offered to the Subscriber by way of general
      solicitation or general advertising and at no time was the Subscriber presented
      with or solicited by means of any leaflet, public promotional meeting, circular,
      newspaper or magazine article, radio or television advertisement.

    


    (n) By
      entering into this Subscription Agreement, the undersigned Subscriber
      acknowledges receipt of the Memorandum. 

    


    (o) If
      initialed below, the Subscriber represents that Subscriber is an "accredited
      investor" as defined under Rule 501 of Regulation D by reason of:

    


    FOR
      INDIVIDUALS ONLY (INITIAL IF APPLICABLE):

    


    
      	
              ______

              Initial

              Here

            	 	
              1. I
                had individual income (exclusive of any income attributable to my
                spouse)
                in excess of $200,000 in each of the most recent two years and I
                reasonably expect to have an individual income in excess of $200,000
                for
                the current year, or I had joint income with my spouse in excess
                of
                $300,000 in each of those years and I reasonably expect to have a
                joint
                income with my spouse in excess of $300,000 for the current
                year.

            
	 	 	 
	
              ______

              Initial

              Here

            	 	
              2. I
                have an individual net worth, or my spouse and I have a combined
                individual net worth, in excess of $1,000,000. For
                purposes of this Subscription Agreement, "individual net worth" means
                the
                excess of total assets at fair market value, including home and personal
                property, over total liabilities.

            
	 	 	 
	
              ______

              Initial

              Here

            	 	
              3. I
                am qualified as an "accredited investor" pursuant to Rule 501(a)
                of
                Regulation D of the 1933 Act for the following reason:
                __________________________________________________________________

            
	 	 	 


    

    FOR
      CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE):

    


    
      	
              ______

              Initial

              Here

            	 	
              1. The
                undersigned hereby certifies that the Partnership or Corporation
                which
                he/she represents possesses total assets in excess of $5,000,000
                and was
                not formed for the specific purpose of acquiring the securities offered
                by
                Company.

            


    

    


    
      	
              ______

              Initial

              Here

            	 	
              2. The
                undersigned hereby certifies personally, and on behalf of the Partnership
                or Corporation which he/she represents, that all of the beneficial
                owners
                of equity qualify individually as accredited investors under the
                individual accredited investor test set forth above. 

            
	 	 	 


    

    FOR
      TRUSTS ONLY (INITIAL IF APPLICABLE):

    


    
      	
              ______

              Initial

              Here

            	 	
              1. The
                undersigned hereby certifies that the trust which he/she represents
                possesses total assets in excess of $5,000,000 and was not formed
                for the
                specific purpose of acquiring the securities offered by Company,
                and that
                the purchase of the securities is directed by a sophisticated person
                as
                described in Rule 506(b)(2)(ii) of the Act.

            
	 	 	 
	
              ______

              Initial

              Here

            	 	
              2. The
                undersigned hereby certifies personally, and on behalf of the trust
                that
                he/she represents, that such trust is a revocable trust which may
                be
                amended or revoked at any time by the grantors, and all the grantors
                are
                accredited individual investors under the individual accredited investor
                test set forth above.

            
	 	 	 


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    FOR
      TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS):

    


    
      	
              ______

              Initial

              Here

            	 	
              1.
                 The
                undersigned hereby acknowledges that he/she is acting as an agent
                or
                trustee for the following person or entity: 

            
	 	 	 
	
              ______

              Initial

              Here

            	 	
              2. The
                undersigned hereby agrees to provide to Company, upon Company's request,
                the following documents:

               

              (a)      
                a
                copy of the trust agreement, power of attorney or other instrument
                granting the power and authority to execute and deliver the Subscription
                Agreement, or 

               

              (b)     
                an
                opinion of counsel verifying the undersigned's power and authority
                to
                execute and deliver the Subscription Agreement. 

            
	 	 	 


    

    FOR
      RETIREMENT OR EMPLOYEE BENEFIT PLANS (INITIAL IF APPLICABLE):

    


    
      	
              ______

              Initial

              Here

            	 	
              1.
                 The
                undersigned hereby certifies that the plan which he/she represents
                is an
                employee benefit plan within the meaning of the Employment Retirement
                Income Security Act of 1974 ("ERISA") and that either

            
	
               

            	 	 
	
              ______

              Initial

              Here

            	
               

            	
              (a)      
                the
                decision to invest in the securities was made by a plan fiduciary,
                as
                defined in Section 3(21) of ERISA, which is either a bank, savings
                and
                loan association, insurance company, or registered investment advisor,
                or

            
	
               

            	 	 
	
              ______

              Initial

              Here

            	 	
              (b)      
                the
                employee benefit plan has total assets in excess of $5,000,000,
                or

            
	
               

            	 	 
	
              ______

              Initial

              Here

            	 	
              (c)      
                the
                plan is a self-directed plan, the decision to invest in the securities
                was
                made solely by a person that is an accredited investor, and each
                of the
                following statements is true with respect to that plan:

               

              ·          the
                plan provides for segregated accounts for each plan
                participant,

               

              ·          the
                document governing the plan provides each participant with the power
                to
                direct each particular investment to the extent of the participant's
                voluntary contributions plus any portion of employer contributions
                that
                have vested to the participant's benefit, and

               

              ·          the
                decision to invest in the securities was made pursuant to the plan
                participant's power to direct the investment of his or her account
                in the
                plan trust.

            


    

    


    As
      evidence of the foregoing, the undersigned will complete if requested a
      Purchaser Questionnaire in the form attached hereto, the contents of which,
      if
      completed, are hereby certified to be correct.

    


    4.
       Indemnification.
      The
      Subscriber understands that the offer of the Shares was made in reliance upon
      Subscriber's representations and warranties set forth in Section 3 above. The
      Subscriber hereby agrees, except to the extent specifically prohibited by
      applicable law, to indemnify the Company and each of its affiliates and to
      defend and hold each of them harmless from and against any loss, claim, damage,
      liability, cost or expense (including reasonable attorneys' fees) due to or
      arising out of a breach of any representation, warranty or agreement of the
      Subscriber contained in this Agreement or in any other document provided by
      the
      Subscriber to the Company in connection with the Subscriber's purchase of the
      Shares. 

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    5. Company
      Representations.
       The
      Company hereby represents and warrants that:

    


    (a)
       Due
      Authorization and Valid Issuance.
      The
      Company has all requisite power and authority to execute, deliver and perform
      its obligations under the Subscription Agreement and the Registration Rights
      Agreement referred to in the Memorandum (collectively, the "Transaction
      Documents"), and the Transaction Documents have been duly authorized and validly
      executed and delivered by the Company and constitute legal, valid and binding
      agreements of the Company enforceable against the Company in accordance with
      their terms, except as enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, fraudulent conveyance, moratorium or similar laws
      affecting creditors' and contracting parties' rights generally and except as
      enforceability may be subject to general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law).

    


    (b)
       Non-Contravention.
      The
      execution and delivery of the Transaction Documents by the Company, the issuance
      and sale of the Shares to be sold by the Company under this Subscription
      Agreement, the fulfillment of the terms of the Subscription Agreement by the
      Company and the consummation by the Company of the transactions contemplated
      hereby and thereby will not (A) conflict with or constitute a violation of,
      or default (with the passage of time or otherwise) under (i) any material
      bond, debenture, note or other evidence of indebtedness, or under any material
      lease, contract, indenture, mortgage, deed of trust, loan agreement, joint
      venture or other agreement or instrument to which the Company is a party or
      by
      which the Company or its properties are bound, (ii) the charter, by-laws or
      other organizational documents of the Company, or (iii) any material law,
      administrative regulation, ordinance or order of any court or governmental
      agency, arbitration panel or authority applicable to the Company or its
      properties, or (B) result in the creation or imposition of any lien,
      encumbrance, claim, security interest or restriction whatsoever upon any of
      the
      material properties or assets of the Company or an acceleration of indebtedness
      pursuant to any obligation, agreement or condition contained in any material
      bond, debenture, note or any other evidence of indebtedness or any material
      indenture, mortgage, deed of trust or any other agreement or instrument to
      which
      the Company is a party or by which it is bound or to which any of the property
      or assets of the Company is subject. No consent, approval, authorization or
      other order of, or registration, qualification or filing with, any regulatory
      body, administrative agency, or other governmental body in the United States
      is
      required for the execution and delivery of the Transaction Documents by the
      Company and the valid issuance and sale of the Shares to be sold by the Company
      pursuant to the Agreements, other than such as have been made or obtained,
      and
      except for any post-closing securities filings or notifications required to
      be
      made under federal or state securities laws.

    


    (c)
       Private
      Placement Memorandum.
      The
      Memorandum of the Company delivered to Subscriber is true and correct in all
      material respects as of the date hereof.

    


    6.
       Registration
      of the Shares; Compliance with the Securities Act.
      Pursuant to the Registration Rights Agreement as described in the Memorandum,
      the Company shall file a registration statement with the Securities and Exchange
      Commission ("SEC") no later than 45 days from the closing date of the offering
      to which this Agreement is a part. The Company will use its best efforts to
      cause the registration statement to be declared effective by the SEC no later
      than 120 days from such closing date.

    


    7. Anti-Dilution.
      If, at
      any time and from time to time during the period commencing on the date that
      the
      Registration Statement is effective and ending on the first anniversary of
      such
      effective date, the Company issues additional shares of Common Stock or
      securities which would entitle the holder thereof to acquire at any time Common
      Stock (the “Additional
      Shares”)
      at a
      price or exercise price per share of Common Stock less than $0.50 (subject
      to
      adjustment for splits, recapitalizations, reorganizations), then the Company
      shall provide notice thereof to the Subscribers, and within ten business days,
      from receipt of notice the Subscribers or any of them shall have the right
      to
      purchase at the par value thereof such number of additional shares of Common
      Stock so that the effective purchase price per share payable by the Subscribers
      shall be the same per share purchase price of the Additional Shares.
      Notwithstanding the foregoing, no adjustment will be made in respect of
      (a) shares of Common Stock or options to employees, consultants officers or
      directors of the Company pursuant to any stock or option plan or other
      arrangement duly adopted by the Board of Directors of the Company,
      (b) securities upon the exercise of or conversion of any securities issued
      at the Closing, or convertible securities, options or warrants issued and
      outstanding on the Closing, and (c) securities issued pursuant to strategic
      transactions with an operating company in a business synergistic with the
      business of the Company and in which the Company receives benefits in addition
      to the investment of funds or pursuant to acquisitions or equipment leases,
      but
      shall not include a transaction in which the Company is issuing securities
      primarily for the purpose of raising capital or to an entity whose primary
      business is investing in securities.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    8. Entire
      Agreement.
      This
      Agreement, along with the Registration Rights Agreement and the Memorandum,
      executed concurrently herewith, constitute the entire agreement between the
      parties hereto pertaining to the subject matter hereof, and any and all other
      written or oral agreements relating to such subject matter are expressly
      cancelled.

    9. Survival
      of Representations.
      Notwithstanding any investigation made by any party to this Subscription
      Agreement, all representations, warranties, acknowledgments and agreements
      made
      by the Company and the Subscriber shall survive the execution of this
      Subscription Agreement, the delivery of the Shares, and the payment
      thereof.

    


    10. Waiver.
      No
      waiver or modification of any of the terms of this Subscription Agreement shall
      be valid unless in writing. No waiver of a breach of, or default under, any
      provision hereof shall be deemed a waiver of such provision or of any subsequent
      breach or default of the same or similar nature or of any other provision or
      condition of this Subscription Agreement.

    


    11. Notices.
      Except
      as otherwise required in this Subscription Agreement, any notice required or
      permitted under this Subscription Agreement shall be given in writing and shall
      be deemed effectively given upon personal delivery or upon deposit with the
      United States Post Office, by registered or certified mail, postage prepaid,
      addressed as follows:

    


    
      	
              To
                the Company:

            	
              1845
                West Olympic Boulevard, No. 1125W, 

            
	 	
              Los
                Angeles, California 90064

            
	 	
              Attention:
                Kurt Brendlinger

            
	 	 
	To the
              Subscriber:	At the
              address set
              forth beneath the Subscriber’s signature


    

     

    12.
       Headings.
      The
      headings of the various sections of this Agreement have been inserted for
      convenience of reference only and shall not be deemed to be part of this
      Agreement.

    


    13.
       Severability.
      In case
      any provision contained in this Agreement should be invalid, illegal or
      unenforceable in any respect, the validity, legality and enforceability of
      the
      remaining provisions contained herein shall not in any way be affected or
      impaired thereby.

    


    14.
       Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of California, without giving effect to the principles of
      conflicts of law.

    


    15.
       Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one instrument, and shall become effective when one or more counterparts
      have been signed by each party hereto and delivered to the other
      parties.

    


    16.
       Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of the Company and the Subscriber, including without
      limitation and without the need for an express assignment, affiliates of the
      Investor. With respect to transfers that are not made pursuant to the
      Registration Rights Agreement, the rights and obligations of an investor under
      this Agreement shall be automatically assigned by the Subscriber to any
      transferee of all or any portion of the Subscriber's Shares who is a Permitted
      Transferee (as defined below); provided, however, that within two business
      days
      prior to the transfer, (i) the Company is provided notice of the transfer
      including the name and address of the transferee and the number of Shares
      transferred; and (ii) that such transferee agrees in writing to be bound by
      the terms of this Agreement. (For purposes of this Agreement, a "Permitted
      Transferee" shall mean any person who (a) is an "accredited investor," as
      that term is defined in Rule 501(a) of Regulation D under the
      Securities Act and (b) is a transferee of at least 25% of the Subscriber's
      Shares received in a transaction permitted under the securities laws of the
      United States). Upon any transfer permitted by the second sentence of this
      Section 17, the Company shall be obligated to such transferee to perform
      all of its covenants under this Agreement as if such transferee were an
      Subscriber.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    18.
       Provisions
      Pertaining to the Escrow Agent.
      The
      undersigned acknowledges that Wells Fargo Bank, N.A. is acting
      solely as Escrow Holder in connection with the offering of Shares and makes
      no recommendation with respect thereto. Wells Fargo Bank, N.A. has
      made no investigation regarding the Offering, the Company or any other person
      or
      entity involved in the Offering.

     

    19. Form
      of Ownership.
      Please
      indicate the form of ownership which the Subscriber desires for the
      Shares:

    


    
      	
              ___

            	
              Individual

            
	 	 
	
              ___

            	
              Joint
                Tenants with Right of Survivorship

            
	 	 
	
              ___

            	
              Tenants
                in Common

            
	 	 
	
              ___

            	
              Community
                Property

            
	 	 
	
              ___

            	
              Trust

            
	 	 
	
              ___

            	
              Corporation

            
	 	 
	
              ___

            	
              Partnership

            
	 	 
	
              ___

            	
              Other:
                

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    [Signature
      Page For Individual]

    


    


    DATED
      this ___ day of _________________, 2007.

    



    
      	 	
              __________________________________

            
	 	
              (Signature)

            
	 	 
	 	
              __________________________________

            
	 	
              (Name
                - Please Print)

            
	 	 
	 	
              __________________________________

            
	 	
              (Primary
                Place of Residence)

            
	 	 
	 	
              __________________________________

            
	 	
              (City,
                State and ZIP Code)

            
	 	 
	 	
              __________________________________

            
	 	
              (Telephone
                Number - Residence)

            
	 	 
	 	
              __________________________________

            
	 	
              (Telephone
                Number - Business)

            


    

    


    ACCEPTED
      this ____ day of _____________, 2007.

    


    QUEST
      GROUP INTERNATIONAL, INC.

    


    


    By___________________________________

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    [Signature
      Page For Corporation or Other Entity]

    


    


    DATED
      this ___ day of _________________, 2007.

    


    


    
      	 	
              __________________________________

            
	 	
              (Name
                of Entity)

            
	 	 
	 	
              __________________________________

            
	 	
              (Signature
                of Authorized Person)

            
	 	 
	 	
              __________________________________

            
	 	
              (Name
                and Title - Please Print)

            
	 	 
	 	
              __________________________________

            
	 	
              (Business
                Address)

            
	 	 
	 	
              __________________________________

            
	 	
              (City,
                State and ZIP Code)

            
	 	 
	 	
              __________________________________

            
	 	
              (Telephone
                Number - Business)

            


    

    


    


    ACCEPTED
      this ____ day of _____________, 2007.

    


    QUEST
      GROUP INTERNATIONAL, INC.

    


    


    By___________________________________

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    PURCHASER
      QUESTIONNAIRE

    (Individual)

    


    The
      purpose of this Questionnaire is to assure that each investor will meet the
      standards imposed by certain exemptions from registration under the Securities
      Act of 1933, as amended, and all applicable state laws.

    


    If
      the
      response to any item is "none" or "not applicable", please
      so indicate. 

    


    Where
      multiple choices are offered, select and check only the most applicable and
      correct one.

    


    YOUR
      RESPONSES WILL BE KEPT STRICTLY CONFIDENTIAL. However, by signing this document,
      you agree that Quest Group International, Inc. (the "Company") may present
      the
      Questionnaire to such private and/or governmental entities as it deems
      appropriate, if called upon to do so, in order to establish the availability
      under applicable state and federal law of an exemption from
      registration.

    


    PLEASE
      PRINT

    


    Name(s)
      ________________________________________________

    


    1.
      I am [
      ] am not [ ] being advised on the merits of this offering by a Purchaser
      Representative (investment advisor).

    


    2.
      For
      the past two years, and during the years or months indicated, I have maintained
      my principal residence in the follow-ing state or states or
      country:

    ________________________________________________

    


    3.
      I
      presently maintain a house or apartment, other than my principal residence,
      in
      the state of: 

    ________________________________________________

    


    4.            
      a.
      I pay
      state income taxes in the state of:

    


    ________________________________________________

    


    b.
      I hold
      a driver's license in the state of:

    


    ________________________________________________

     

    c.
      I am
      registered to vote in the state of:

    


    ________________________________________________

    


    5.
      My
      present age is:

    


    
      	 	 	
              Under
                21[ ], 21-30[ ], 31-40[ ], 41-50[ ], 51-60[ ], over 60[
                ].

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    6.
      Financial information:

    


    a.
      In
      filing federal income tax returns, my filing status is:

    


            Married
      individual filing joint return;

           
      Head of
      household;

           
      Unmarried individual;

           
      Married
      individual filing separate return.

    


    b.
      My
      aggregate income from all sources for the last two calendar years was (check
      one);

     

    [
      ] below
      $200,000

    [
      ] above
      $300,000.

    


    c.
      Approximately ____ percent of my income as shown above was derived from sources
      other than salary.

    


    d.
      I
      expect that my income from all sources for the present year will be (check
      one):

    


    [
      ] below
      $200,000

    [
      ] above
      $300,000.

    


    e.
      I
      expect that ____ percent of my income as shown above will be derived from
      sources other than salary.

    


    f.
      My
      approximate present net worth (including the net worth of my spouse but
      excluding home, furnishings and automobiles) is:

    


    [
      ]
      Approximately $____________

    [
      ] over
      $1,000,000

    


    g.
      Approximately ____ percent of my net worth as shown above is investments in
      marketable securities (share, bonds, debentures, etc.).

    


    h.
      Approximately ____ percent of my net worth is readily convertible into
      cash.

    


    7. a.
      I have
      held the following principal positions of employment during the last ten years,
      or since graduation from college, whichever is shorter:

    


    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    


    b.
      The
      following is a brief summary of my educational background, including years
      of
      matriculation and degrees obtained:

    


    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    


    8.
      Investment experience:

    


    a.
      I have
      previously invested in non-marketable securities.

    


    [
      ] Yes


    [
      ]
      No

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    b.
      The
      principal investments from which I have derived the experience indicated in
      Paragraph a., including names of companies and amounts invested,
      are:

    


    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    


    c.
      Other
      activities, business or ventures in which I have had investment experience
      include:

    


    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    


    d.
      The
      following additional information regarding prior investment activities, business
      ventures, etc., may also be of help to the Company in determining whether my
      knowledge and experience in financial and business matters are suf-ficient
      to
      enable me to evaluate the merits and risks of this investment:

    


    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    


    e.
      I have
      been advised by my own investment counselors, accountants, etc., other than
      representatives of the Company concerning the suitability of this investment
      for
      me: 

    


      [
      ]
      Yes

      [
      ]
      No

    


    9.
      I
      understand that no aspect of the activities of the Company can be guaranteed
      and
      that substantial risks are involved in various aspects of this
      investment:

    


    [
      ]
      Yes

    [
      ]
      No

    


    10.
      I
      understand that I may examine the original documentation of the Company and
      its
      affairs before investing as well as after; and to the extent that I have not
      done so, it was my choice:

    


    [
      ]
      Yes

    [
      ]
      No

     

    To
      the
      best of my information and belief, the above in-formation supplied by me is
      true
      and correct in all respects.

    


    DATED
      this ___ day of _______________, 2007.

    


    


    
      	 	
              ______________________________________

            
	 	
              (Signature
                of Offeree)

            
	 	 
	 	
              ______________________________________

            
	 	
              (Please
                Print Name)

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    PURCHASER
      QUESTIONNAIRE

    (Corporation
      and Other Entities)

    


    This
      Questionnaire is addressed to corporations and other entities which contemplate
      receiving the Shares. The Questionnaire should be completed by the person having
      power to make investment decisions for the entity (hereinafter the “Business
      Manager”).

    


    The
      purpose of this Questionnaire is to assure that each investor will meet the
      standards imposed by certain exemptions from registration under the Securities
      Act of 1933, as amended, and all applicable state laws.

    


    If
      the
      response to any item is "none" or "not applicable", please
      so indicate. 

    


    Where
      multiple choices are offered, select and check only the most applicable and
      correct one.

    


    YOUR
      RESPONSES WILL BE KEPT STRICTLY CONFIDENTIAL. However, by signing this document,
      you agree that Quest Group International, Inc. (the "Company") may present
      the
      Questionnaire to such private and/or governmental entities as it deems
      appropriate, if called upon to do so, in order to establish the availability
      under applicable state and federal law of an exemption from
      registration.

    


    PLEASE
      PRINT

    


    1.
      IDENTIFICATION

    


    Full
      Legal Name:
      _______________________________________________________________

    


    Form
      of
      Entity (corporation, partnership, etc.):
      _______________________________________

    _____________________________________________________________________________

    


    Formed
      Under the Laws of the State of:
      _____________________________________________

    


    
      	 	
              Date
                Formed: __________________________. If a partnership or trust, attach
                a
                copy of agreement creating entity.

            


    

    


    
      	 	
              Do
                you believe that you, as the Business Manager, have sufficient knowledge
                and experience in financial and business matters so that you are
                capable
                of evaluation the merits and risks of the investment under
                consideration:

            


    

    


    [
      ]
      Yes

    


    [
      ]
      No

    


    Have
      you,
      as the Business Manager, previously purchased securities that were sold in
      reliance on the private offering exemption from registration under the
      Securities Act of 1933, as amended?

    


    [
      ]
      Yes

    


    [
      ]
      No

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    Please
      indicate, in detail, the nature and extent of your training or practical
      experience in financial, business or tax matters:

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    


    2.
      FINANCIAL
      INFORMATION

    


    Please
      complete the following banking information:

    


    Name
      of
      Primary Bank:
      __________________________________________________________

    


    Address:
      ______________________________________________________________________

    


    Telephone
      Number:
      _____________________________________________________________

    


    Bank
      Officer:
      __________________________________________________________________

    


    Please
      attach the Entity’s most current financial statement.

    


    3.
      BACKGROUND

    


    How
      do
      you or the investing entity know of the Company? If you have a pre-existing
      personal or business relationship with any of the officers, directors or
      promoters of the company, please give detailed information concerning the
      duration and nature of that relationship. Please exclude from your answers
      discussion of your relationship as a shareholder unless you exercise control
      over the Company as a shareholder:

    


    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    


    4.
      PREVIOUS
      RELATIONSHIP

    


    The
      entity or I have, previous to this investment and excluding the relationship
      of
      shareholders, engaged the financial service of or otherwise established a
      relationship with the Company or with an individual know by me to be now acting
      as a representative of the Company:

    


    [
      ]
      Yes

    


    [
      ]
      No

    


    5.
      INVESTMENT
      ADVICE

    


    The
      entity or I have advised by my own investment counselors, accountants, etc.
      other that representatives of the Company concerning the suitability of this
      investment:

    


    [
      ]
      Yes

    


    [
      ]
      No

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    6.
      SUBSTANTIAL
      RISK

    


    I
      understand that no aspect of the activities of the Company can be guaranteed
      and
      that substantial risks are involved in various aspects of this
      investment:

    


    [
      ]
      Yes

    


    [
      ]
      No

    


    7.
      EXAMINATION
      OF DOCUMENTS

    


    I
      understand that I may examine the original documentation of the Company and
      its
      affairs before investing as well as after; and to the extent that I have not
      done so, it was my choice:

    


    [
      ]
      Yes

    


    [
      ]
      No

    


    8.
      SOPHISTICATED
      INVESTOR

    


    The
      undersigned has the economic ability to make the proposed investment and the
      sophistication to understand the risks entailed in this investment.

    


    [
      ]
      Yes

    


    [
      ]
      No

    


    To
      the
      best of my information and belief, the above in-formation supplied by me is
      true
      and correct in all respects.

    


    DATED
      this ___ day of _________________, 2007.

    


    


    
      	 	
              _________________________________________

            
	 	
              (Signature)

            
	 	 
	 	
              _________________________________________

            
	 	
              (Please
                Print Name)

            
	 	 
	 	
              _________________________________________

            
	 	
              (Please
                Print Title)

            


    

    


    
      
         

      

      
        6