Exhibit 10.1                                                      Execution Copy

                            STOCK PURCHASE AGREEMENT

     This Stock Purchase  Agreement (this  "Agreement") is made and entered into
as of the 5th day of April  2007,  by and  between  Millennium  Quest,  Inc.,  a
Delaware  corporation  (the "Company"),  Dimitri  Cocorinis and Terry Cononelos,
officers,  directors and principal  shareholders of the Company (the "Individual
Officers"), and Halter Financial Investments,  L.P., a Texas limited partnership
("Purchaser"), on the following:

                                    Premises

     Purchaser desires to acquire a controlling interest in the Company, and the
Company desires to sell such a controlling interest in the Company to Purchaser,
upon and subject to the terms and conditions of this Agreement.

                                    Agreement

     NOW,  THEREFORE,  on these  premises  and for and in  consideration  of the
mutual promises and covenants set forth herein, the Company and Purchaser hereby
agree as follows:

     1.  Purchase and Sale of Shares.  Purchaser  agrees to purchase and acquire
from the  Company,  and the  Company  agrees to sell and  deliver to  Purchaser,
100,000 restricted shares of the Company's Series A Voting Convertible Preferred
stock, par value $0.001 (the "Shares"),  in consideration of Purchaser's payment
to the Company of $455,000 in immediately available funds at Closing (as defined
herein). Each of the Shares shall have voting rights equivalent to, and shall be
convertible  into, 428.56 shares of the Company's common stock. The transactions
contemplated  hereby  shall be closed by the delivery of the  documents  and the
completion  of the acts more  particularly  set forth  herein.  The  rights  and
preferences  associated  with the Shares are set forth in their  entirety in the
Certificate of Designation of Series A Voting  Convertible  Preferred Stock (the
"Preferred Stock  Designation")  attached hereto as Exhibit "A" and incorporated
herein by reference,  which shall be filed with the Delaware  Secretary of State
on or before Closing.  All references to Shares herein include the shares of the
Company's  common  stock into which the  Shares  are  convertible  as though the
Shares had been converted into common stock. The issue and sale of the Shares to
Purchaser  hereunder is an isolated  private  offering of preferred  stock being
conducted by the Company in reliance  upon the exemption  from the  registration
requirements of the Securities Act of 1933, as amended (the "Act"),  afforded by
Section 4(2) thereunder.

     2. Closing. The closing of the transactions  contemplated hereby shall take
place at a mutually  agreeable  location  in Salt Lake City,  Utah on a mutually
convenient  date and time within five business  days  following the execution of
this Agreement (the "Closing").

     (a) At the Closing, the Company shall deliver or cause to be delivered:

          (i) stock  certificates  for the Shares,  which shall be registered in
          the names and denominations requested by Purchaser;



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          (ii) the  corporate  minute  book and all  other  corporate  books and
          records of the Company,  including  agreements,  shareholder  records,
          financial records, and related supporting documents and data under the
          care,  custody,  or control  of the  Company  or its  officers  and/or
          directors.  If any  additional  items  are  received  by such  persons
          subsequent to the Closing  Date,  they shall  immediately  deliver the
          same to the Company;

          (iii) a duly executed officer's  certificate pursuant to Section 6(c);
          and

          (iv) a duly executed receipt for the payment for the Shares.

     (b) At the closing, Purchaser shall deliver or cause to be delivered:

          (i) a  cashier's  check or bank wire  payable  to the  Company  in the
          aggregate amount of $455,000; and

          (ii) a duly executed officer's certificate pursuant to Section 7(c)

     3.  Representations  and  Warranties  of the  Company.  The Company and the
Individual  Officers  jointly and  severally  represent and warrant to Purchaser
that, at the date of this Agreement and on the date of the Closing:

     (a) The  Company  has the full power and  authority  to execute and deliver
     this  Agreement and to perform its  obligations  hereunder.  This Agreement
     constitutes  the valid  and  legally  binding  obligation  of the  Company,
     enforceable  in accordance  with its terms.  The Company is not required to
     give any notice to, make any  filings  with,  or obtain any  authorization,
     consent,  or approval of any government or governmental  agency in order to
     consummate the  transactions  contemplated  by this  Agreement,  except any
     filings with the U.S.  Securities and Exchange Commission ("SEC") and state
     securities  regulators  which  may  be  required  in  connection  with  the
     transactions contemplated hereby.

     (b) The Company and each of its subsidiaries, if any, are corporations duly
     organized,  validly  existing and in good standing  under the laws of their
     states of incorporation,  with all requisite  corporate power and authority
     to  carry  on the  business  in  which  they  are  engaged  and to own  the
     properties  they own, and the Company has all requisite power and authority
     to execute and deliver this  Agreement and to consummate  the  transactions
     contemplated  hereby.  The  Company and each of its  subsidiaries  are duly
     qualified  and  licensed  to do  business  and are in good  standing in all
     jurisdictions  where the nature of their business makes such  qualification
     necessary,  except where the failure to be so  qualified or licensed  would
     not have a material  adverse  effect on the business of the Company and its
     subsidiaries, taken as a whole.

     (c)  There  are  no  legal  actions  or   administrative   proceedings   or
     investigations  instituted,  or  to  the  best  knowledge  of  the  Company
     threatened,  against the Company, that could reasonably be expected to have
     a material  adverse  effect on the  Company or any  subsidiary,  any of the
     Shares,  or the  business of the Company and its  subsidiaries,  if any, or
     which concern the transactions contemplated by this Agreement.



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     (d) The Company,  by appropriate and required  corporate  action,  has duly
     authorized the execution of this Agreement and the issuance and delivery of
     the Shares,  subject to the filing of the Preferred Stock  Designation with
     the Delaware  Secretary of State.  The Shares are not subject to preemptive
     or other  rights of any  stockholders  of the  Company  and when  issued in
     accordance  with  the  terms  of  this  Agreement  and the  Certificate  of
     Incorporation  of the  Company,  as amended and  currently  in effect,  the
     Shares will be validly issued,  fully paid and  nonassessable  and free and
     clear of all pledges,  liens and  encumbrances.  The issuance of the Shares
     hereunder will not trigger any outstanding anti-dilution rights.

     (e) The Company's  performance of this  Agreement and  compliance  with the
     provisions  hereof will not violate any provision of any  applicable law or
     of the Certificate of Incorporation or Bylaws of the Company,  or of any of
     its  subsidiaries,  and,  will not conflict with or result in any breach of
     any of the terms,  conditions  or  provisions  of, or  constitute a default
     under,  or result in the  creation  or  imposition  of any lien,  charge or
     encumbrance upon, any of the properties or assets of the Company, or of any
     of its subsidiaries, pursuant to the terms of any indenture, mortgage, deed
     of trust or other agreement or instrument binding upon the Company,  or any
     of its  subsidiaries,  other than such  breaches,  defaults  or liens which
     would  not  have  a  material   adverse  effect  on  the  Company  and  its
     subsidiaries  taken as a whole.  The  Company is not in  default  under any
     provision  of  its  Certificate  of   Incorporation  or  By-laws  or  other
     organizational  documents or under any  provision of any agreement or other
     instrument  to  which  it is a party or by which it is bound or of any law,
     governmental  order,  rule or regulation  so as to affect  adversely in any
     material  manner its  business  or assets or its  condition,  financial  or
     otherwise.

     (f) The  periodic  reports  filed by the  Company  with the SEC through and
     including  its 2006 Annual  Report on Form 10-KSB for the fiscal year ended
     December 31, 2006 (the  "Disclosure  Documents"),  taken  together,  do not
     contain any untrue statement of a material fact or omit to state a material
     fact  required  to be  stated  therein  in  order  to make  the  statements
     contained therein not misleading.

     (g) The Company has provided Purchaser with all material public information
     in  connection  with  the  business  of the  Company  and the  transactions
     contemplated by this Agreement, and no representation or warranty made, nor
     any document,  statement,  or financial  statement prepared or furnished by
     the  Company  in  connection  herewith  contains  any untrue  statement  of
     material  fact,  or omits to state a material  fact  necessary  to make the
     statements or facts contained herein or therein not misleading.

     (h) This  Agreement has been duly executed and delivered by the Company and
     constitutes  a valid and binding  obligation  of the  Company,  enforceable
     against the Company in accordance with its terms.

     (i) No registration,  authorization,  approval, qualification or consent of
     any court or  governmental  authority or agency is necessary in  connection
     with the execution and delivery of this Agreement or the offering, issuance
     or sale of the  Shares  under  this  Agreement  except  the  filing  of the
     Preferred  Stock  Designation  and any  filings  with  the  SEC  and  state



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<PAGE>

     securities   regulators   required  in  connection  with  the  transactions
     contemplated hereby.

     (j) The  Company is not now,  and after the sale of the  Shares  under this
     Agreement and under all other  agreements  and the  application  of the net
     proceeds  from the sale of the Shares will not be required to register  as,
     an "investment company" within the meaning of the Investment Company Act of
     1940, as amended.

     (k) The Company has filed or will file prior to Closing  all  material  tax
     returns  required  to be filed,  which  returns are true and correct in all
     material respects,  and the Company is not in default in the payment of any
     taxes,  including  penalties  and  interest,  assessments,  fees and  other
     charges, shown thereon as due or otherwise assessed, other than those being
     contested in good faith and for which adequate  reserves have been provided
     or those currently  payable without interest which were payable pursuant to
     said returns or any assessments with respect thereto.

     (l) The Company has not taken any action  outside  the  ordinary  course of
     business  designed  to or that might  reasonably  be  expected  to cause or
     result in  stabilization  or  manipulation  of the  price of the  Company's
     common stock to facilitate the sale or resale of the Company's common stock
     in any manner in contravention of applicable securities laws;

     (m)  Subject  to  the  accuracy  of  the  Purchaser's  representations  and
     warranties in Section 4 of this Agreement, the offer, sale, and issuance of
     the  Shares  in  conformity  with the  terms of this  Agreement  constitute
     transactions that meet the requirements for exemption from the registration
     requirements of Section 5 of the Securities Act;

     (n) Neither the Company,  nor any of its affiliates,  nor any person acting
     on its or their behalf, has directly or indirectly made any offers or sales
     of any  security  or  solicited  any  offers  to  buy  any  security  under
     circumstances  that would require  registration under the Securities Act of
     the  issuance of the Shares to the  Purchaser.  Except as  disclosed in the
     Disclosure Documents,  the Company has not issued or sold any shares of its
     capital  stock for in excess of five years prior to the date hereof and the
     issuance of the Shares to the  Purchaser  will not be  integrated  with any
     other issuance of the Company's  securities  (past,  current or future) for
     purposes of the  Securities  Act.  The Company  will not make any offers or
     sales of any security  (other than the Shares) that would cause the sale of
     the Shares hereunder to be integrated with any other offering of securities
     by the  Company  for  purposes of any  registration  requirement  under the
     Securities Act.

     (o) The Company will at the date of Closing be in material  compliance with
     all applicable  securities (or "Blue Sky") laws of the states of the United
     States in connection with the issuance and sale of the Shares to Purchaser.

     (p) The Company shall use all commercially  reasonable  efforts to continue
     to have its common stock quoted on the OTC Bulletin Board.



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<PAGE>


     (q) The Company's board of directors has, by unanimous written consent,  or
     by other  action  valid  under  the laws of the  jurisdiction  in which the
     Company is organized,  determined that this Agreement and the  transactions
     contemplated by this Agreement,  are advisable and in the best interests of
     the   Shareholders   and  has  duly   authorized  this  Agreement  and  the
     transactions contemplated by this Agreement.

     (r) As of the date hereof,  the  capitalization  of the Company consists of
     20,000,000  shares of common stock,  par value $0.001,  of which  2,261,643
     shares are issued and outstanding, and 5,000,000 shares of preferred stock,
     par value $0.001, none of which are issued and outstanding.  All issued and
     outstanding shares of the Company's common stock are legally issued,  fully
     paid,  and  nonassessable  and not issued in violation  of the  pre-emptive
     rights of any person. There are no subscriptions, options, warrants, calls,
     commitments, agreements, conversion rights or other rights of any character
     (contingent  or  otherwise)  entitling  any person to purchase or otherwise
     acquire from the Company at any time,  or upon the  happening of any stated
     event, any shares of capital stock or other equity securities of any of the
     Company.

     (s) Except as set forth in the Company Schedules (as defined herein), since
     December 31, 2006, there has not been:

     (i)  any  material  change  in  the  business,   operations,  or  financial
          condition or the manner of conducting the business of the Company;

     (ii) any  declaration,  setting aside,  or payment of any dividend or other
          distribution  in respect of the shares of the Company of any class, or
          any direct or indirect redemption,  purchase,  or other acquisition of
          any shares of any class of the Company;

     (iii) any agreement or arrangement to pay or accrue  compensation to any of
          the  Company's  officers,  directors,  employees,  or agents except as
          contemplated by this Agreement;

     (iv) any  option,  warrant,  or right to  purchase,  or any other  right to
          acquire shares of any class of the Company granted to any person;

     (v)  any employment, bonus, or deferred compensation agreement entered into
          between the Company and any of its officers,  directors,  or any other
          employees or consultants;

     (vi) any issuance of securities of the Company;

     (vii) any  indebtedness  incurred or guaranteed by the Company for borrowed
          money or any commitment to borrow money entered into by the Company or
          any indebtedness for accounts payable for materials or goods purchased
          by or for services rendered on behalf of the Company, except for items
          incurred in the


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<PAGE>


          ordinary  course of business or in connection  with this Agreement and
          the transactions contemplated hereby; or

     (viii) any amendment to the Certificate of  Incorporation  or Bylaws of the
          Company.

     (t) The Company has delivered to Purchaser the following  schedules,  which
     are collectively  referred to as the "Company  Schedules" and which consist
     of separate  schedules  dated as of the date of execution of this Agreement
     and  instruments  and data as of such  date,  all  certified  by the  chief
     executive officer of the Company as complete, true, and correct:

     (i)  a  schedule  setting  forth  a  description  of any of the  events  or
          information  required to be described pursuant to section 3(s) of this
          Agreement; and

     (ii) a  schedule  setting  forth all  liabilities  and  obligations  of the
          Company,  including  liabilities  for  products  acquired  or services
          performed on or prior to the Closing Date for which  invoices have not
          been issued,  which list shall be updated  through and  including  the
          Closing  Date  (the  "Company  Liabilities").  In no event  shall  the
          Company Liabilities exceed $60,000.

     The Company shall cause the Company  Schedules and the instruments and data
     delivered to Purchaser  hereunder to be updated after the date hereof up to
     and including the Closing Date.

     4.  Representations and Warranties of Purchaser.  Purchaser  represents and
warrants to the Company that,  at the date of this  Agreement and on the date of
Closing:

     (a) Purchaser has been furnished with and has carefully read the Disclosure
     Documents as defined in Section 3(f) hereof.  With respect to individual or
     partnership  tax  and  other  economic   considerations  involved  in  this
     investment,  Purchaser  is not  relying  on the  Company  (or any  agent or
     representative of the Company). Purchaser has carefully considered and has,
     to the extent Purchaser believes such discussion necessary,  discussed with
     Purchaser's  legal, tax,  accounting and financial advisers the suitability
     of an investment in the Shares for Purchaser's particular tax and financial
     situation.

     (b) Purchaser has had an opportunity to inspect relevant documents relating
     to the organization and operations of the Company.  Purchaser  acknowledges
     that all documents,  records and books  pertaining to this investment which
     Purchaser  has  requested  have  been  made  available  for  inspection  by
     Purchaser and Purchaser's attorney, accountant or other adviser(s).

     (c)  Purchaser  and/or  Purchaser's  advisor(s)  has/have  had a reasonable
     opportunity to ask questions of, and receive answers and request additional
     relevant  information  from,  a person or  persons  acting on behalf of the
     Company concerning the transactions contemplated by this Agreement.



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<PAGE>


     (d) Purchaser is not  purchasing the Shares as a result of or subsequent to
     any advertisement,  article, notice or other communication published in any
     newspaper,  magazine or similar media or broadcast over television or radio
     or presented at any seminar.

     (e) Purchaser,  by reason of Purchaser's business or financial  experience,
     has the capacity to protect  Purchaser's  own interests in connection  with
     the transactions contemplated by this Agreement.

     (f)  Purchaser  has adequate  means of providing  for  Purchaser's  current
     financial needs and contingencies, is able to bear the substantial economic
     risks of an investment in the Shares for an indefinite  period of time, has
     no need for liquidity in such  investment  and, at the present time,  could
     afford a complete loss of such investment.

     (g) Purchaser  has such  knowledge  and  experience  in financial,  tax and
     business  matters so as to enable  Purchaser  to use the  information  made
     available to Purchaser in connection  with the  transaction to evaluate the
     merits and risks of an  investment  in the  Shares and to make an  informed
     investment decision with respect thereto.

     (h) Purchaser  acknowledges  that the Shares have not been registered under
     the Act or under any the securities act of any state. Purchaser understands
     further that in absence of an effective registration statement,  the Shares
     can only be sold pursuant to some exemption from registration, such as Rule
     144 of the Act, which  requires,  among other  conditions,  that the Shares
     must be held for a minimum of one (1) year.

     (i) Purchaser recognizes that investment in the Shares involves substantial
     risks.  Purchaser acknowledges that Purchaser has reviewed the risk factors
     identified within the Disclosure  Documents.  Purchaser further  recognizes
     that no Federal or state agencies have passed upon this transaction or made
     any finding or determination as to the fairness of this investment.

     (j) Purchaser  acknowledges  that each certificate  representing the Shares
     shall contain a legend substantially in the following form:

     THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
     (THE  "SECURITIES  ACT") OR UNDER  APPLICABLE STATE SECURITIES LAWS AND MAY
     NOT BE SOLD,  TRANSFERRED OR OTHERWISE  DISPOSED OF UNLESS REGISTERED UNDER
     THE SECURITIES ACT AND ANY APPLICABLE  STATE SECURITIES LAWS OR PURSUANT TO
     AVAILABLE  EXEMPTIONS FROM SUCH  REGISTRATION,  PROVIDED THAT THE PURCHASER
     DELIVERS  TO THE COMPANY AN OPINION OF COUNSEL  (WHICH  OPINION AND COUNSEL
     ARE REASONABLY  SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF
     SUCH EXEMPTION.

     (k)  Purchaser  has the full legal  right and power and all  authority  and
     approval  required (i) to execute and deliver,  or authorize  execution and
     delivery  of,  this  Agreement  and  all  other  instruments  executed  and
     delivered by or on behalf of Purchaser in  connection  with the purchase of
     the Shares,  and (ii) to purchase and hold the Shares. The signature of the
     party signing on behalf of Purchaser is binding upon  Purchaser.  Purchaser
     has not been formed for the specific purpose of acquiring the Shares.




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<PAGE>



     (l)  Purchaser  understands,  acknowledges  and agrees  with the Company as
     follows:

          (i) No federal or state agency has made any findings or  determination
          as to the fairness of the terms of this  transaction for investment or
          any recommendations or endorsement of the Shares.

          (ii) The transaction is intended to be exempt from registration  under
          the Securities Act by virtue of Section 4(2) of the Securities Act.

          (iii) Purchaser  acknowledges that the information  furnished pursuant
          to this  Agreement  by the  Company to  Purchaser  or its  advisers in
          connection with the  transaction,  is  confidential  and nonpublic and
          agrees that all such written information which is material and not yet
          publicly  disseminated  by the Company  shall be kept in confidence by
          Purchaser  and neither  used by  Purchaser  for  Purchaser's  personal
          benefit  (other  than  in  connection  with  this  transaction),   nor
          disclosed  to any  third  party,  except  Purchaser's  legal and other
          advisers  who  shall be  advised  of the  confidential  nature of such
          information,  for any reason; provided,  however, that this obligation
          shall not apply to any such information that (i) is part of the public
          knowledge or  literature  and readily  accessible  at the date hereof,
          (ii) becomes a part of the public  knowledge or literature and readily
          accessible  by  publication  (except  as a result  of a breach of this
          provision)  or (iii) is  received  from third  parties  (except  third
          parties  who   disclose   such   information   in   violation  of  any
          confidentiality   agreements  or   obligations,   including,   without
          limitation, any subscription agreement entered into with the Company).

          (iv) IN MAKING AN INVESTMENT DECISION,  PURCHASER MUST RELY ON ITS OWN
          EXAMINATION OF THE COMPANY AND THE TERMS OF THE TRANSACTION, INCLUDING
          THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY
          ANY FEDERAL OR STATE  SECURITIES  COMMISSION OR REGULATORY  AUTHORITY.
          ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     5. Special  Covenants.  The parties make and agree to the following special
covenants  which  have  served as  material  inducements  for  their  respective
decisions to enter into this Agreement.

     (a) Payment of Obligations / Conversion of Debt. Within seven business days
     following   the  Closing   Date,   the  Company  shall  cause  the  Company
     Liabilities,  other than promissory  note to C&C Investment  Partnership in
     the principal amount of $25,000 (the "C&C Note"), to be paid and satisfied.
     Such  Company  Liabilities  shall not  exceed  $60,000  in total.  Prior to
     Closing,  the  Company  shall  cause the holders of the C&C Note to execute
     that  certain  Settlement  Agreement  attached  hereto as  Exhibit  "B" and
     incorporated herein by reference,  pursuant to which said noteholders shall
     accept  2,500,000  restricted  shares of the Company's common stock in full
     payment and satisfaction of the C&C Note;  provided,  that such transaction
     shall be consummated  subsequent to the later of (i) the date of Closing or
     (ii) the record  date for the  special  cash  distribution  referred  to in
     section 5(g) hereof,  and the shares issuable in consideration  for the C&C



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<PAGE>

     Note  shall  not  be  entitled  to   participate   in  such   special  cash
     distribution.

     (b) Limitation on Reverse Stock Splits.  Following Closing,  Purchaser,  as
     the controlling  stockholder of the Company, will not permit the Company to
     effect any reverse  stock  split  following  Closing  other than a one-time
     reverse stock split  effected by the Company in connection  with a business
     combination  transaction  with a corporation or other business  entity with
     current business operations (a "Going Public Transaction"),  on a basis not
     greater than 1-for-33, and no shareholder of record of the Company's common
     stock on the effective  date of such split shall have his, her or its total
     share ownership reduced below 100 shares,  unless the Individual  Officers,
     as  representatives  of the Company's  current  shareholders,  consent to a
     larger reverse stock split in writing in advance.  This provision  shall be
     binding upon any  permitted  successors  or assigns of Purchaser  and shall
     automatically  terminate at the time the Company enters into a Going Public
     Transaction in accordance with the terms of this Agreement.

     (c) Limitation on Future Share Issuances.  Following Closing, Purchaser, as
     the controlling  stockholder of the Company, will not permit the Company to
     authorize the issuance of any  additional  shares of the Company's  capital
     stock or securities  convertible into the Company's capital stock except in
     connection with a Going Public Transaction,  including any shares issued to
     any consultants and finders in  contemplation of in connection with a Going
     Public  Transaction.  This  provision  shall be binding upon any  permitted
     successors or assigns of Purchaser and shall automatically terminate at the
     time the Company enters into a Going Public  Transaction in accordance with
     the terms of this Agreement.  In addition,  Purchaser shall not acquire any
     additional  shares of the  Company's  capital  stock  (over and above those
     purchased hereunder) in connection with a Going Public Transaction.

     (d) Minimum Qualifications for Going Public Transaction. Following Closing,
     Purchaser,  as the controlling  stockholder of the Company,  will not allow
     the Company to enter into a Going Public Transaction unless the Company, on
     a combined basis with the operating  entity with which it completes a Going
     Public Transaction,  satisfies the financial  conditions for listing on the
     NASDAQ Capital Market immediately following the closing of the Going Public
     Transaction.  This provision shall be binding upon any permitted successors
     or assigns of Purchaser and shall  automatically  terminate at the time the
     Company enters into a Going Public Transaction in accordance with the terms
     of this Agreement.

     (e) Transfer and Registration Rights.

          (i)  Mandatory  Registration.   Upon  receipt  of  written  demand  by
          Purchaser,  the Company shall prepare, and, as soon as practicable but
          in no event later than 60 calendar days after the date of such notice,
          file with the SEC a Registration Statement or Registration  Statements
          (as is  necessary) on Form S-3 (or if such form is  unavailable,  such
          other form as is available  for  registration)  covering the resale of
          all of the  Shares  (or the  shares  of  common  stock  issuable  upon
          conversion  of the Shares).  The Company shall use its best efforts to
          have the Registration  Statement declared effective by the SEC as soon
          as practicable, but in no event later than 120 calendar days after the
          date notice is received.




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<PAGE>



          (ii) Piggy Back Registration Rights.

               (aa) If the Company  decides,  including  as  required  under any
               demand  registration  rights  agreement,  to register  any of its
               common stock or securities  convertible  into or exchangeable for
               common stock under the Securities Act on a form which is suitable
               for an offering  for cash or shares of the Company  held by third
               parties and which is not a  registration  solely to  implement an
               employee  benefit plan, a registration  statement on Form S-4 (or
               successor  form) or a transaction  to which Rule 145 or any other
               similar rule of the SEC is applicable,  the Company will promptly
               give written  notice to the  Purchaser of its intention to effect
               such a registration.  Subject to Section  5(c)(ii)(bb) below, the
               Company  shall include all of the Shares (or the shares of common
               stock issuable upon  conversion of the Shares) that the Purchaser
               requests  to be  included  in such a  registration  by a  written
               notice  delivered to the Company  within  fifteen (15) days after
               the notice given by the Company.

               (bb) If the  registration,  as described in Section  5(c)(ii)(aa)
               above, involves an underwritten offering, the Company will not be
               required  to  register  Shares  (or the  shares of  common  stock
               issuable  upon  conversion of the Shares) in excess of the amount
               that  the  principal  underwriter  reasonably  and in good  faith
               recommends may be included in such offering (a "Cutback"),  which
               recommendation,  and supporting reasoning,  shall be delivered to
               Purchaser.  If such a Cutback  occurs,  the number of Shares that
               are  entitled to included in the  registration  and  underwriting
               shall be allocated in the  following  manner:  (i) first,  to the
               Company  for any  securities  it  proposes  to  sell  for its own
               account,   (ii)  second,   to  the   Purchaser   requiring   such
               registration,  and (iii) third,  to other holders of stock of the
               Company requesting inclusion in the registration,  pro rata among
               the  respective  holders  thereof  on the basis of the  number of
               shares  for  which  each such  requesting  holder  has  requested
               registration.


               (cc) All costs and  expenses of any such  registration  statement
               shall be paid by the Company,  other than sales  commissions  and
               the expenses of any separate legal counsel engaged by Purchaser.

               (dd) The Shares issued  pursuant to this Agreement and the shares
               of common stock issuable upon conversion of the Shares may not be
               transferred  except in a transaction  which is in compliance with
               the Act and applicable state laws and regulations.

     (f) Directors of Acquiror Company at Closing Date.  Promptly  following the
     execution of this Agreement, the Company shall take the actions required by
     Regulation 14f-1 promulgated under the Securities  Exchange Act of 1934, as
     amended,  with respect to the change in the Company's  management described
     herein.  On the Closing Date,  the  Individual  Officers  shall resign from
     their  positions as officers of the Company,  Terry  Cononelos shall resign
     from his  position as a director of the Company and Timothy P. Halter shall
     be appointed as President,  Secretary and a director of the Company to fill
     the vacancies created by such resignations. Following the expiration of the



                                       10
<PAGE>

     waiting period required by Regulation 14f-1, Dimitri Cocorinis shall resign
     from his position as a director of the Company.

     (g) Special Cash Distribution. On or prior to the Closing Date, the Company
     shall declare a special cash  distribution to the shareholders of record of
     the Company's common stock. Such special cash distribution  shall be in the
     aggregate amount of  approximately  $415,000 or $0.18 per share for each of
     the  2,261,643  shares of common stock  outstanding  on the record date for
     such distribution; provided, that in no event shall the aggregate amount of
     such  distribution  exceed the amount  permitted  by the  Delaware  General
     Corporation  Law.  Purchaser  expressly  acknowledges  that it will  not be
     entitled to participate in such  distribution and waives any right thereto.
     Purchaser also expressly  acknowledges that all but approximately $5,000 of
     the purchase price for the Shares will be used to pay the  distribution and
     the Company Liabilities,  which will have the effect of materially reducing
     the book value of the Company immediately following Closing.

     (h) Form S-8 Registration of Acquiror Company Common Stock.  From and after
     the date of Closing  and until such time as the  Company  completes a Going
     Public Transaction, the Company shall not issue any shares of the Company's
     common stock pursuant to a registration statement on Form S-8.

     (i) Resales of Restricted  Stock.  The  Individual  Officers of the Company
     holding restricted shares of the Company's common stock, and holders of the
     C & C Notes to whom  shares of the  Company's  common  stock are  issued in
     accordance with Section 5(a) hereof (the "Subject  Shareholders")  shall be
     entitled to the same demand and piggyback  registration rights with respect
     to the shares of the  Company's  common  stock  held by them (the  "Subject
     Shares")  that are  provided to  Purchaser  pursuant to Section 5(e) hereof
     and,  in the  event  of any  Cutback,  an equal  number  of the  Shares  of
     Purchaser   and  the  Subject   Shareholders   shall  be  included  in  any
     registration  statement  (unless  all  of  the  Subject  Shares  have  been
     included,  in which event a greater  number of the Shares of Purchaser  may
     also  be  included)  with  respect  to  which  Purchaser  and  the  Subject
     Shareholders  have  requested  registration.  All  costs  and  expenses  of
     registration shall be paid by the Company, other than sales commissions and
     the  expenses  of  any  separate  legal  counsel  engaged  by  the  Subject
     Shareholders.

     6. Conditions to Purchaser's  Obligations.  The obligations of Purchaser to
close the  transactions  contemplated  by this  Agreement  are  subject,  at its
discretion, to the following conditions:

     (a)  The  representations  and  warranties  made  by the  Company  in  this
     Agreement were true when made and shall be true at the date of Closing with
     the same force and effect as if such  representations  and warranties  were
     made at and as of the date of Closing (except for changes permitted by this
     Agreement),  and the Company  shall have  performed  and complied  with all
     covenants  and  conditions  required by this  Agreement  to be performed or
     complied with by it prior to or at the Closing.

     (b)  Prior to the date of  closing,  there  shall  not  have  occurred  any
     material adverse change in the financial condition, business, or operations



                                       11
<PAGE>

     of the Company,  nor shall any event have occurred which, with the lapse of
     time or the  giving  of notice or both,  may cause or create  any  material
     adverse change in the financial condition,  business,  or operations of the
     Company.

     (c) Purchaser  shall have been furnished with a certificate,  signed by the
     president of the Company and dated as of the date of closing, certifying as
     to the matters set forth in (a) and (b) above.

     (d) Purchaser  shall have received  copies of all documents and information
     which it may have reasonably  requested in connection with the transactions
     contemplated by this Agreement.

     (e) No stop order or  suspension  of trading shall have been imposed by the
     SEC,  or any other  governmental  regulatory  body with  respect  to public
     trading in the Company's common stock.

     (f) The Company  shall have timely  filed its 2006 federal and state income
     tax returns with the applicable taxing authorities.

     7. Conditions to the Company's Obligations.  The obligations of the Company
to close the  transactions  contemplated  by this Agreement are subject,  at its
discretion, to the following conditions:

     (a) The  representations and warranties made by Purchaser in this Agreement
     were true when made and shall be true at the date of closing  with the same
     force and effect as if such representations and warranties were made at and
     as of the date of closing (except for changes permitted by this Agreement),
     and  Purchaser  shall have  performed  and complied  with all covenants and
     conditions  required by this  Agreement to be performed or complied with by
     it prior to or at the closing.

     (b)  Prior to the date of  Closing,  there  shall  not  have  occurred  any
     material adverse change in the financial condition, business, or operations
     of Purchaser,  nor shall any event have occurred  which,  with the lapse of
     time or the  giving  of notice or both,  may cause or create  any  material
     adverse  change in the  financial  condition,  business,  or  operations of
     Purchaser.

     (c) The Company shall have been furnished with a certificate, signed by the
     chairman of Purchaser and dated as of the date of closing, certifying as to
     the matters set forth in (a) and (b) above.

     (d) No stop order or  suspension  of trading shall have been imposed by the
     SEC,  or any other  governmental  regulatory  body with  respect  to public
     trading in the Company's common stock.




                                       12
<PAGE>



     8. Termination.

     (a) This  Agreement  may be  terminated  by the  management  of either  the
     Company or Purchaser at any time prior to the Closing if:

          (i) there  shall be any  actual  or  threatened  action or  proceeding
          before  any  court  or any  governmental  body  which  shall  seek  to
          restrain,  prohibit,  or invalidate the  transactions  contemplated by
          this Agreement and which,  in the judgment of such board of directors,
          made in good faith and based on the advice of its legal counsel, makes
          it inadvisable to proceed with the  transactions  contemplated by this
          Agreement;

          (ii)  any of the  transactions  contemplated  by  this  Agreement  are
          disapproved by any regulatory  authority whose approval is required to
          consummate  such  transactions  or in the  judgment  of such  board of
          directors,  made in good  faith  and based on the  advice of  counsel,
          there is  substantial  likelihood  that any such  approval will not be
          obtained or will be obtained only on a condition or  conditions  which
          would be unduly burdensome,  making it inadvisable to proceed with the
          exchange; or

          (iii)  there shall occur any  material  adverse  change in the assets,
          properties,  business, or financial condition of the party not seeking
          termination pursuant to this provision,  which material adverse change
          occurs  subsequent  to the date of the  information  included  in this
          Agreement.

     In the event of  termination  pursuant to this Section 8(a), no obligation,
     right, or liability shall arise hereunder, and each party shall bear all of
     the expenses  incurred by it in connection with the negotiation,  drafting,
     and execution of this Agreement and the transactions herein contemplated.

     (b) This  Agreement  may be  terminated at any time prior to the Closing by
     action of the board of directors of the Company if Purchaser  shall fail to
     comply in any  material  respect with any of its  covenants  or  agreements
     contained in this Agreement or if any of the  representations or warranties
     of Purchaser  contained herein shall be inaccurate in any material respect.
     If this  Agreement  is  terminated  pursuant  to this  Section  8(b),  this
     Agreement shall be of no further force or effect, and no obligation, right,
     or liability shall arise  hereunder,  except that Purchaser shall reimburse
     the Company for all costs and expenses actually and reasonably  incurred by
     it in connection  with this  Agreement,  which were incurred from and after
     the date hereof;  provided,  however,  such  termination  shall not relieve
     Purchaser  from any  liability for damages  resulting  from any willful and
     intentional breach of this Agreement.

     (c) This  Agreement  may be  terminated at any time prior to the Closing by
     action of the General  Partner of  Purchaser  if the Company  shall fail to
     comply in any  material  respect with any of its  covenants  or  agreements
     contained in this Agreement or if any of the  representations or warranties
     of the  Company  contained  herein  shall  be  inaccurate  in any  material



                                       13
<PAGE>

     respect.  If this  Agreement is  terminated  pursuant to this Section 8(c),
     this  Agreement  shall be of no further force or effect and no  obligation,
     right,  or liability shall arise  hereunder,  except that the Company shall
     reimburse  Purchaser  for all costs and expenses  actually  and  reasonably
     incurred in connection with  Agreement,  which were incurred from and after
     the date hereof;  provided,  however, no such termination shall relieve the
     Company  from any  liability  for  damages  resulting  from any willful and
     intentional breach of this Agreement.

     (d) This  Agreement  may be  terminated by either the board of directors of
     the Company or the General Partner of Purchaser,  if Closing shall not have
     occurred by the close of business on April 30, 2007 (the  "Termination Date
     ");  provided,  however,  that the right to terminate this Agreement  under
     this section  shall not be available to any party whose  failure to fulfill
     any obligation  under this Agreement has been the cause of, or resulted in,
     the failure of the Closing to occur on or before the  Termination  Date. In
     the event of  termination  pursuant to this Section  8(d),  no  obligation,
     right, or liability shall arise hereunder, and each party shall bear all of
     the expenses  incurred by it in connection with the negotiation,  drafting,
     and execution of this Agreement and the transactions herein contemplated.

     9. Finders.  Each of the respective  parties hereto agrees to indemnify and
hold the other party  harmless from and against any claims for  compensation  by
any third party based on or arising from such indemnifying  party's agreement to
pay such third party a commission or other  compensation  for acting as a finder
or broker in connection with the transactions contemplated hereby.

     10.  Survival.   Except  as  otherwise   expressly   provided  herein,  the
representations, warranties and covenants of the respective parties set forth in
Sections  3, 4, 5, 9, 10, 11, 12,  13, 14, 15, 16, 18 and 19 shall  survive  the
Closing and shall continue in full force and effect for a period of two years.

     11.  Governing Law. This Agreement shall be governed by and construed under
and in accordance with the laws of the state of Delaware.

     12.  Expenses  of  Legal   Proceedings.   In  any  action,   proceeding  or
counterclaim  brought to enforce any of the  provisions of this  Agreement or to
recover  damages,  costs  and  expenses  in  connection  with any  breach of the
Agreement,  the  prevailing  party  shall be entitled  to be  reimbursed  by the
opposing party for all of the prevailing  party's  reasonable outside attorneys'
fees, costs and other  out-of-pocket  expenses  incurred in connection with such
action, proceeding or counterclaim.


     13. Expenses of Transaction. Except as otherwise expressly provided in this
Agreement,  each  party to this  Agreement  will  bear its  respective  expenses
incurred in connection with the preparation,  execution, and performance of this
Agreement and the  transactions  contemplated by this  Agreement,  including all
fees and expenses of agents, representatives, counsel, and accountants.



                                       14
<PAGE>


     14. Public Announcements.  The Company and Purchaser shall consult with one
another in issuing any press releases or otherwise  making public  statements or
filings and other communications with the Commission or any regulatory agency or
stock market or trading facility with respect to the  transactions  contemplated
hereby and neither  party shall issue any such press  release or otherwise  make
any such public  statement,  filings or other  communications  without the prior
written consent of the other,  which consent shall not be unreasonably  withheld
or delayed.  Notwithstanding  the foregoing,  however, no prior consent shall be
required if any such disclosure is required by law, in which case the disclosing
party shall use its  reasonable  best efforts in good faith to provide the other
party with prior notice of such public statement,  filing or other communication
and incorporate into such public  statement,  filing or other  communication the
reasonable comments of the other party.

     15.  Entire  Agreement.  This  Agreement  represents  the entire  agreement
between the parties  relating to the  subject  matter  hereof,  and there are no
other  courses  of  dealing,  understandings,  agreements,  representations,  or
warranties,  written  or oral,  except  as set forth  herein.  No  amendment  or
modification hereof shall be effective until and unless the same shall have been
set forth in writing and signed by the parties hereto.

     16. Severability.  If any provision of this Agreement or the application of
such  provision  to  any  person  or  circumstance  shall  be  held  invalid  or
unenforceable,  the  remainder  of this  Agreement  or the  application  of such
provisions to persons or  circumstances  other than those as to which it is held
invalid or unenforceable, shall not be affected thereby and this Agreement shall
be construed as if such invalid or  unenforceable  provision  were not contained
herein.

     17.  Notices.  Any notices or other  communications  required or  permitted
hereunder  shall be  sufficiently  given if sent by registered mail or certified
mail,  postage  prepaid,  or by a  commercially  recognized  means of  overnight
delivery that requires confirmation of receipt, addressed as follows:

               If to the Company, to:     Millennium Quest, Inc.
                                          4089 Mount Olympus Way
                                          Salt Lake City, Utah 84124
                                          Attn: Dimitri Cocorinis, President

               If to Purchaser, to:       Halter Financial Investments, L.P.
                                          12890 Hilltop Road
                                          Argyle, Texas 76226
                                          Attn: Timothy P. Halter, Chairman

or such other  addresses as shall be furnished in writing by either party to the
other in the manner for giving notices  hereunder,  and any such notice shall be
deemed to have been given as of the date so mailed.

     18.  Further  Assurances.  The parties agree (a) to furnish upon request to
each other such  further  information,  (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably  request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.



                                       15
<PAGE>


     19. Assignments, Successors, and No Third-Party Rights. No party may assign
any of its rights under this  Agreement  without the prior  consent of the other
party.  Nothing  expressed or referred to in this Agreement will be construed to
give any Person  other than the parties to this  Agreement  and, for purposes of
Section 5, the Individual  Officers as  representatives of the Company's current
shareholders,  any legal or  equitable  right,  remedy,  or claim  under or with
respect to this Agreement or any provision of this Agreement. This Agreement and
all of its provisions  and conditions are for the sole and exclusive  benefit of
the parties to this Agreement and their successors and assigns.

     20. Execution in  Counterparts.  This Agreement may be executed in multiple
counterparts,  each of which shall be deemed an original  and all of which taken
together shall be but a single instrument.

     IN WITNESS  WHEREOF,  this Agreement has been executed as of the date first
above written.

          The Company:                        Millennium Quest, Inc.
                                              A Delaware corporation


                                              By /s/ Dimitri Cocorinis
                                              ----------------------------------
                                              Dimitri Cocorinis, President


          The Individual Officers:            /s/ Dimitri Cocorinis
                                              ----------------------------------
                                              Dimitri Cocorinis

                                              /s/ Terry Cononelos
                                              ----------------------------------
                                              Terry Cononelos

          Purchaser:                          Halter Financial Investments, L.P.
                                              A Texas Limited Partnership

                                              /s/ Timothy P. Halter
                                              ----------------------------------
                                              Timothy P. Halter, Chairman