ASSET
      PURCHASE AGREEMENT

     

    THIS
      ASSET PURCHASE AGREEMENT (this “Agreement”),
      is
      made and entered into this 31st
      day of
      May, 2007, by and between Quest Group International, Inc., a Nevada corporation
      (“Seller”),
      and
      Quest Group, LLC, a Utah limited liability company (“Buyer”).

     

    WITNESSETH:

    


    WHEREAS,
      Seller is in the business of selling nutritional products to independent
      distributors and customers (the “Nutritional
      Business”)
      and
      until the acquisition of the New Business as defined below is engaged in other
      business activities;

    


    WHEREAS,
      Seller desires to dispose of the Nutritional Business, and has acquired
      effective May 16, 2007 a new business line as a pharmaceutical company with
      a
      focus on nuclear receptor target therapeutics (the “New
      Business”);

     

    WHEREAS,
      the sole officer and director of Seller as of the date of this Agreement has
      previously approved the transaction contemplated by this Agreement;

     

    WHEREAS,
      Mathew Evans has resigned as sole officer on May 31, 2007;

     

    WHEREAS,
      Mathew Evans has resigned as the sole director and new directors have been
      appointed, effective upon the expiration of the 10-day waiting period (the
      “Effective
      Date”)
      in
      accordance with the Schedule 14F-1 filed by Seller on June 1, 2007;


     

    WHEREAS,
      Seller and Buyer believe that the terms of the transaction contemplated
      hereunder are fair to the stockholders of Seller in view of the fact that the
      management team related to the Nutritional Business has resigned;
      and

     

    WHEREAS,
      Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the
      assets of Seller relating to the Nutritional Business.

     

    NOW,
      THEREFORE, in consideration of the mutual promises and agreements set forth
      herein, the parties hereby agree as follows:

     

    Section
      1

     

    PURCHASE
      AND SALE OF ASSETS

     

    1.1.
      Purchase
      and Sale of Assets.
      Buyer
      hereby purchases, accepts, and acquires from Seller, and Seller hereby sells,
      transfers, assigns, conveys, and delivers to Buyer all right, title, and
      interest of Seller in and to all of the rights and assets, real, personal,
      and
      mixed, tangible or intangible, owned or held by Seller that are used in the
      Nutritional Business (the “Assets”).
      The
      Assets include, but are not limited to: 

     

    a.
      Inventories.
      All
      inventories of (1) nutritional products; (2) distributor kits; and (3) packaging
      materials used in the Nutritional Business.

     

    b.
      Technical
      Documentation.
      All
      technical and descriptive materials relating to the Nutritional
      Business.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    c.
      Computer
      Equipment and Software.
      All
      equipment, devices (including data processing hardware and related
      telecommunications equipment, media, and tools), customer lists (electronic
      or
      hard copy), and custom software used in the Nutritional Business, including
      Seller's rights under all related warranties.

     

    d.
      Office
      Furniture.
      All
      office furniture and fixtures of the Seller relating to the Nutritional
      Business.

     

    e.
      Leases.
      The
      entire leasehold or rental interest arising under leases of real property,
      equipment, and office furnishings and fixtures which are located in Orem,
      Utah.

     

    f.
      Authorizations.
      All
      governmental approvals, authorizations, certifications, consents, variances,
      permissions, licenses, and permits to or from, or filings, notices, or
      recordings to or with, federal, state, and local governmental authorities that
      relate to the Nutritional Business.

     

    g.
      Intellectual
      Property.
      All
      patents, trademarks, service marks, trade names, and copyrights (including
      registrations, licenses, and applications pertaining thereto), and all other
      intellectual property rights, trade secrets, and other proprietary information,
      processes, and formulae owed by Seller and that relate to the Nutritional
      Business.

     

    h.
      Claims.
      All
      claims Seller may have against any person relating to or arising from the
      Nutritional Business.

     

    i.
      Accounts
      Receivable.
      Accounts
      receivable relating directly to the Nutritional Business. 

     

    The
      Assets shall not include funds held in the Company’s bank account(s) and any
      assets that do not directly relate to the Nutritional Business. 

     

    1.2
      No
      Warranty.
      The
      Assets are being sold hereunder “AS IS”, in their present condition as of the
      date of this Agreement without any warranty of any kind by Seller. Buyer
      acknowledges that it has inspected the Assets and is satisfied with their
      present condition. 

     

    Section
      2.

     

    ASSUMPTION
      OF LIABILITIES

     

    2.1.
      Enumeration
      of Assumed Liabilities.
      Buyer
      shall assume and pay or perform all outstanding liabilities and obligations
      of
      Seller as of May 31, 2007 and all other liabilities and obligations that relate
      directly to the Nutritional Business (the “Assumed
      Liabilities”),
      including, but not limited to, the following:

     

    a.
      The
      accrued trade payables of Seller arising out of the Nutritional
      Business.

     

    
      
         

      

      
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    b.
      All
      payment and performance obligations arising out of or relating to the
      Nutritional Business.

     

    c.
      All
      other
      obligations and liabilities of the Seller relating to the Nutritional
      Business.

     

    d.
      Any
      liability or obligation for product liability or warranty claims or damage
      claims arising out of defects in or failures of any product, program, or
      material of Seller relating to the Nutritional Business.

     

    2.2.
      Payment
      of Assumed Liabilities by Seller.
      Subject
      to the foregoing Section 2.1, Seller shall use its outstanding cash balance
      as
      of May 15, 2007 (“Cash
      Balance”)
      and
      all proceeds related to the Nutritional Business received through May 31, 2007
      (“NB
      Proceeds”)
      to pay
      and reduce the Assumed Liabilities. It is understood and agreed that Craig
      Davis
      has been managing the Nutritional Business and that he will continue to manage
      the Nutritional Business through May 31, 2007 and that he will be authorized
      to
      collect receivables and pay liabilities of the Nutritional Business in a manner
      that is consistent with the terms of this Agreement. 

     

    Section
      3.

     

    PURCHASE
      PRICE

     

    3.1.
      Purchase
      Price. The
      aggregate purchase price for the Assets (the “Purchase
      Price”)
      shall
      be an amount of cash, or such other valuable consideration as agreed upon by
      Buyer and Seller, equal to the net book value of the Assets as of the date
      of
      this Agreement. The Purchase Price shall be paid by Buyer to Seller on or before
      Friday, June 29, 2007.

     

    Section
      4.

     

    INDEMNITY

     

    4.1.
      Indemnification
      by Seller.
      Seller
      shall indemnify, defend, and hold harmless Buyer and its respective successors
      and assigns and the directors, officers, employees, and agents of each
      (collectively, the “Buyer
      Group”)
      from
      and against any and all demands, claims, actions, or causes of action,
      assessments, losses, damages, liabilities, costs, and expenses, including
      reasonable fees and expenses of counsel, other expenses of investigation,
      handling, and litigation, and settlement amounts, together with interest and
      penalties (collectively, a “Loss”
or
      “Losses”),
      asserted against, resulting to, imposed upon, or incurred by the Buyer Group,
      directly or indirectly, by reason of, resulting from, or arising in connection
      with any of the following:

     

    a.
      Breach
      of Obligation.
      Any
      breach of any representation, warranty, or agreement of Seller contained in
      or
      made pursuant to this Agreement, including the agreements and other instruments
      contemplated hereby.

     

    b.
      Excluded
      Liabilities.
      Any
      liabilities or obligations of any kind or nature whatsoever, whether accrued,
      absolute, contingent, or otherwise, known or unknown, arising out of or in
      connection with the conduct of the Seller’s business, except for the Assumed
      Liabilities.

     

    
      
         

      

      
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    c.
      Incidental
      Matters.
      To the
      extent not covered by the foregoing, any and all demands, claims, actions or
      causes of action, assessments, losses, damages, liabilities, costs, and
      expenses, including reasonable fees and expenses of counsel, other expenses
      of
      investigation, handling, and litigation, and settlement amounts, together with
      interest and penalties, incident to the foregoing.

     

    4.2.
      Indemnification
      by Buyer.
      Buyer
      shall indemnify, defend, and hold harmless Seller and its successors and assigns
      and the officers, employees, and agents of Seller (collectively, the
“Seller
      Group”)
      from
      and against any and all Losses asserted against, resulting to, imposed upon,
      or
      incurred by the Seller Group, to the extent arising from any of the
      following:

     

    a.
      Breach
      of Obligation.
      Any
      breach of any representation, warranty, or agreement of Buyer contained in
      or
      made pursuant to this Agreement, including the agreements and other instruments
      contemplated hereby.

     

    b.
      Assumed
      Liabilities.
      Any of
      the Assumed Liabilities.

     

    c.
      Incidental
      Matters.
      To the
      extent not covered by the foregoing, any and all demands, claims, actions or
      causes of action, assessments, losses, damages, liabilities, costs, and
      expenses, including reasonable fees and expenses of counsel, other expenses
      of
      investigation, handling, and litigation, and settlement amounts, together with
      interest and penalties, incident to the foregoing.

     

    4.3.
      Notice
      of Claim.
      The
      party entitled to indemnification hereunder (the “Claimant”)
      shall
      promptly deliver to the party liable for such indemnification hereunder (the
      “Obligor”)
      notice
      in writing (the “Required
      Notice”)
      of any
      claim for recovery under Section 4.1 or Section 4.2, specifying in reasonable
      detail the nature of the Loss, and, if known, the amount, or an estimate of
      the
      amount, of the liability arising therefrom (the “Claim”).
      The
      Claimant shall provide to the Obligor as promptly as practicable thereafter
      information and documentation reasonably requested by the Obligor to support
      and
      verify the claim asserted, provided that, in so doing, it may restrict or
      condition any disclosure in the interest of preserving privileges of importance
      in any foreseeable litigation.

     

    4.4.
      Defense.
      If the
      facts pertaining to the Loss arise out of the claim of any third party (other
      than a member of the Buyer Group or Seller Group, whichever is entitled to
      indemnification for such matter) available by virtue of the circumstances of
      the
      Loss, the Obligor may assume the defense or the prosecution thereof, including
      the employment of counsel or accountants, at its cost and expense. The Claimant
      shall have the right to employ counsel separate from counsel employed by the
      Obligor in any such action and to participate therein, but the fees and expenses
      of such counsel employed by the Claimant shall be at its expense. The Claimant
      shall have the right to determine and adopt (or, in the case of a proposal
      by
      Obligor, to approve) a settlement of such matter in its reasonable discretion,
      except that Claimant need not consent to any settlement that (1) imposes any
      nonmonetary obligation or (2) Obligor does not agree to pay in full. The Obligor
      shall not be liable for any settlement of any such claim effected without its
      prior written consent, which shall not be unreasonably withheld. Whether or
      not
      the Obligor chooses to so defend or prosecute such claim, all the parties hereto
      shall cooperate in the defense or prosecution thereof and shall furnish such
      records, information, and testimony, and attend such conferences, discovery
      proceedings, hearings, trials, and appeals, as may be reasonably requested
      in
      connection therewith.

     

    
      
         

      

      
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    Section
      5.

     

    MISCELLANEOUS

     

    5.1.
      Entire
      Agreement.
      This
      Agreement and other instruments to be executed and delivered by the parties
      in
      connection with the transactions contemplated hereby; constitute the sole
      understanding of the parties with respect to the subject matter hereof. No
      amendment, modification, or alteration of the terms or provisions of this
      Agreement shall be binding unless the same shall be in writing and duly executed
      by the parties hereto.

     

    5.2.
      Parties
      Bound by Agreement; Successors and Assigns.
      The
      terms, conditions, and obligations of this Agreement shall inure to the benefit
      of and be binding upon the parties hereto and the respective successors and
      assigns thereof. Without the prior written consent of the other party hereto,
      no
      party may assign its rights hereunder.

     

    5.3.
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original and all of which shall constitute
      the
      same instrument.

     

    5.4.
      Headings.
      The
      headings of the Sections and paragraphs of this Agreement are inserted for
      convenience only and shall not be deemed to constitute part of this Agreement
      or
      to affect the construction hereof.

     

    5.5.
      Modification
      and Waiver.
      Any of
      the terms or conditions of this Agreement may be waived in writing at any time
      by the party that is entitled to the benefits thereof. No waiver of any of
      the
      provisions of this Agreement shall be deemed to or shall constitute a waiver
      of
      any other provision hereof (whether or not similar).

     

    5.6.
      Expenses.
      Neither
      party shall be obligated to reimburse the other for any costs or expenses
      incurred by the other party in connection with this Agreement and/or the
      transactions contemplated hereby, including fees and expenses of financial
      consultants, accounts, and counsel.

     

    5.7.
      Notices.
      Any
      notice, request, instruction, or other document to be given hereunder by any
      party hereto to any other party hereto shall be in writing and delivered
      personally or sent by registered or certified mail, postage prepaid, if to
      Seller to:

    


    
      	
            	If
              to Buyer, to it at:	
              Quest
                Group, LLC

            


    

    967
      West
      Center

    Orem,
      Utah 84057 

    Fax:
      (801) 765-1301

    


    
      	
            	If
              to Seller, to it at:	
              Quest
                Group International, Inc. 

            


    

    11845
      West Olympic Boulevard, No. 1125W

    Los
      Angeles, California 90064 

    Fax:
      (310) 573-9761

     

    
      
         

      

      
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    or
      at
      such other address for a party as shall be specified by like notice. Any notice
      that is delivered personally in the manner provided herein shall be deemed
      to
      have been duly given to the party to whom it is directed upon actual receipt
      by
      such party (or its agent for notices hereunder). Any notice that is addressed
      and mailed in the manner herein provided shall be conclusively presumed to
      have
      been duly given to the party to which it is addressed at the close of business,
      local time of the recipient, on the fourth business day after the day it is
      so
      placed in the mail.

     

    5.8.
      Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of Utah without giving effect to the principles of conflicts of law
      thereof.

     

    5.9.
      “Including.”
      Words of
      inclusion shall not be construed as terms of limitation herein, so that
      references to “included” matters shall be regarded as nonexclusive,
      noncharacterizing illustrations.

     

    5.10.
      Survival
      of Agreements.
      All
      covenants, agreements, representations, and warranties made herein shall survive
      the execution and delivery of this Agreement.

     

    5.11
      Attorneys
      Fees. If
      either party brings an action or proceeding to enforce the terms of this
      Agreement, the prevailing party in any such proceeding, action or appeal, shall
      be entitled to the prevailing party’s reasonable and actual out-of-pocket
      attorney’s fees and costs, whether awarded in the same suit or recovered in a
      separate suit.

     

    5.12
      Further
      Assurances. Each
      party hereto agrees to perform such further acts, and to execute, acknowledge
      and deliver such documents, as may be reasonably necessary, appropriate or
      desirable to carry out the provisions and intent of this Agreement.

     

    [Remainder
      of Page Intentionally Blank - Signature Page Follows]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Asset Purchase
      Agreement to be executed on its behalf on the date indicated.

     

    
      	
              QUEST
                GROUP INTERNATIONAL, INC.

               

               

              By  
                /s/
                Harin Padma-Nathan

              
                

              

              Its:
                Chief Executive Officer

            	
              QUEST
                GROUP, LLC

               

               

              By  
                /s/
                Craig Davis

              
                

              

              Its:
                President

            


    

    


    
      
         

      

      
        7