THIS
      WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE
      SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
      TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT
      FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE
      AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT
      REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE
      144
      OR REGULATION S UNDER SUCH ACT.

     

    Right
      to
      Purchase 200,000 Shares of Common Stock, par value $0.0001 per
      share

    Issue
      Date: September 25, 2007

    


     

    STOCK
      PURCHASE WARRANT

     

    THIS
      CERTIFIES THAT,
      for
      value received, each of the parties set forth on attached Schedule
      A,
      or its
      registered assigns, is entitled to purchase from SportsQuest,
      Inc.,
      a
      Delaware corporation (the “Company”), at any time or from time to time during
      the period specified in Paragraph 2 hereof, 200,000 fully paid and
      nonassessable shares of the Company’s Common Stock, par value $0.0001 per share
      (the “Common Stock”), at an exercise price specified in Paragraph 2 (the
“Exercise Price”). The term “Warrant Shares,” as used herein, refers to the
      shares of Common Stock purchasable hereunder. The Warrant Shares and the
      Exercise Price are subject to adjustment as provided in Paragraph 3 hereof.
      This
      Warrant is issued pursuant to that certain Agreement for Exchange of Common
      Stock, dated August 20, 2007, by and among the Company and Zaring-Cioffi
      Entertainment, LLC, ZCE, Inc. and Q-C Entertainment, LLC (the “Exchange
      Agreement”), as amended by that Bring Down Agreement and Amendment dated as of
      the date hereof by and among the Company, Zaring/Cioffi Entertainment, Inc.,
      ZCE, Inc., David Quinn and Jeff Merriman Cohen. 

     

    This
      Warrant is subject to the following terms, provisions, and conditions:


     

    1.       Manner
      of Exercise; Issuance of Certificates; Payment for Shares.


     

    Subject
      to the provisions hereof, this Warrant may be exercised by the holder hereof,
      in
      whole or in part, by the surrender of this Warrant, together with a completed
      exercise agreement in the form attached hereto (the “Exercise Agreement”), to
      the Company during normal business hours on any business day at the Company’s
      principal executive offices (or such other office or agency of the Company
      as it
      may designate by notice to the holder hereof), and upon payment to the Company
      in cash, by certified or offi-cial bank check or by wire transfer for the
      account of the Company, of the Exercise Price for the Warrant Shares specified
      in the Exercise Agreement. The Warrant Shares so purchased shall be deemed
      to be
      issued to the holder hereof or such holder’s designee, as the record owner of
      such shares, as of the close of business on the date on which this Warrant
      shall
      have been surrendered, the completed Exercise Agreement shall have been
      deliv-ered, and payment shall have been made for such shares as set forth above.
      Certifi-cates for the Warrant Shares so purchased, representing the aggregate
      number of shares specified in the Exercise Agreement, shall be delivered to
      the
      holder hereof within a reasonable time, not exceeding 10 business days after
      this Warrant shall have been so exercised. The certificates so delivered shall
      be in such denominations as may be requested by the holder hereof and shall
      be
      registered in the name of such holder or such other name as shall be designated
      by such holder. If this Warrant shall have been exercised only in part, then,
      unless this Warrant has expired, the Company shall, at its expense, at the
      time
      of delivery of such certificates, deliver to the holder a new Warrant
      representing the number of shares with respect to which this Warrant shall
      not
      then have been exercised.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.       Period
      of Exercise.

     

     This
      Warrant is exercisable during the period, for the number of shares of Common
      Stock and at the Exercise Price as follows:

     

    (a)       50,000
      shares of Common Stock at $0.50 per share on or before December 31,
      2007;

     

    (b)       50,000
      shares of Common Stock at $1.00 per share on or before December 31, 2008;
      and

     

    (c)       100,000
      shares of Common Stock at $1.50 per share on or before December 31,
      2009.

     

    3.       Subdivision
      or Combination of Common Stock.
      If the
      Company at any time subdivides (by any stock split, stock dividend,
      recapitalization, reorganization, reclassification or otherwise) the shares
      of
      Common Stock acquirable hereunder into a greater number of shares, then, after
      the date of record for effecting such subdivision, the Exercise Price in effect
      immediately prior to such subdivision will be proportionately reduced. If the
      Company at any time combines (by reverse stock split, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a smaller number of shares, then, after the date
      of
      record for effecting such combination, the Exercise Price in effect immediately
      prior to such combination will be proportionately increased. Upon each
      adjustment of the Exercise Price pursuant to the provisions of this Section,
      the
      number of shares of Common Stock issuable upon exercise of this Warrant shall
      be
      adjusted by multiplying a number equal to the Exercise Price in effect
      immediately prior to such adjustment by the number of shares of Common Stock
      issuable upon exercise of this Warrant immediately prior to such adjustment
      and
      dividing the product so obtained by the adjusted Exercise Price

     

    4.       No
      Fractional Shares.
      No
      fractional shares of Common Stock are to be issued upon the exercise of this
      Warrant, but the Company shall pay a cash adjustment in respect of any
      fractional share which would otherwise be issuable in an amount equal to the
      same fraction of the Market Price of a share of Common Stock on the date of
      such
      exercise. “Market Price,” as of any date, (i) means the average of the last
      reported sale prices for the shares of Common Stock on the OTCBB for the five
      trading days immediately preceding such date as reported by Bloomberg, or (ii)
      if the OTCBB is not the principal trading market for the shares of Common Stock,
      the average of the last reported sale prices on the principal trading market
      for
      the Common Stock during the same period as reported by Bloomberg, or (iii)
      if
      market value cannot be calculated as of such date on any of the foregoing bases,
      the Market Price shall be the fair market value as reasonably determined in
      good
      faith by the board of directors of the Company. 

     

    5.       No
      Rights or Liabilities as a Shareholder.
      This
      Warrant shall not entitle the holder hereof to any voting rights or other rights
      as a shareholder of the Company. No provision of this Warrant, and no mere
      enumeration herein of the rights or privileges of the holder hereof, shall
      give
      rise to any liability of such holder for the Exercise Price or as a shareholder
      of the Company, whether such liability is asserted by the Company or by
      creditors of the Company.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    6.       Transfer,
      Exchange, and Replacement of Warrant.

     

    (a)       Restriction
      on Transfer.
      This
      Warrant and the rights granted to the holder hereof are transferable, in whole
      or in part, upon surrender of this Warrant, together with a properly executed
      assignment in the form attached hereto, at the office or agency of the Company
      referred to in Section 6(d) below, pro-vided, however, that any transfer or
      assignment shall be subject to the conditions set forth in Section 6(e) hereof.
      Until due presentment for registration of transfer on the books of the Company,
      the Company may treat the registered holder hereof as the owner and holder
      hereof for all purposes, and the Company shall not be affected by any notice
      to
      the con-trary. 

     

    (b)       Replacement
      of Warrant.
      Upon
      receipt of evi-dence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruc-tion, upon delivery of an indemnity agreement reason-ably
      satisfactory in form and amount to the Company, or, in the case of any such
      mutilation, upon surrender and cancellation of this Warrant, the Company, at
      the
      holder’s expense, will execute and deliver, in lieu thereof, a new Warrant of
      like tenor.

     

    (c)       Cancellation;
      Payment of Expenses.
      Upon the
      surrender of this Warrant in connection with any trans-fer, exchange or
      replacement as provided in this Section 6, this Warrant shall be promptly
      canceled by the Company.

     

    (d)       Register.
      The
      Company shall maintain, at its principal executive offices (or such other office
      or agency of the Company as it may designate by notice to the holder hereof),
      a
      register for this Warrant, in which the Company shall record the name and
      address of the person in whose name this Warrant has been issued, as well as
      the
      name and address of each transferee and each prior owner of this
      Warrant.

     

    (e)       Exercise
      or Transfer Without Registration.
      If, at
      the time of the surrender of this Warrant in connection with any exercise,
      transfer or exchange of this Warrant, this Warrant (or, in the case of any
      exercise, the Warrant Shares issuable hereunder), shall not be registered under
      the Securities Act of 1933, as amended (the “Securities Act”) and under
      applicable state securities or blue sky laws, the Company may require, as a
      condition of allowing such exercise, transfer or exchange, (i) that the holder
      or transferee of this Warrant, as the case may be, furnish to the Company a
      written opinion of counsel, which opinion and counsel are acceptable to the
      Company, to the effect that such exercise, transfer or exchange may be made
      without registration under the Securities Act and under applicable state
      securities or blue sky laws, (ii) that the holder or transferee execute and
      deliver to the Company an investment letter in form and substance acceptable
      to
      the Company and (iii) that the transferee be an “accredited investor” as defined
      in Rule 501(a) promulgated under the Securities Act; provided that no such
      opinion, letter or status as an “accredited investor” shall be required in
      connection with a transfer pursuant to Rule 144 under the Securities Act. The
      first holder of this Warrant, by taking and holding the same, represents to
      the
      Company that such holder is acquiring this Warrant for investment and not with
      a
      view to the distribution thereof.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    7.       Miscellaneous.

     

    (a)       Legends.
      This
      Warrant and the Warrant Shares shall be imprinted with a legend in substantially
      the following form:

    


    THIS
      WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
      STATE, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
      HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE
      SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE
      SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER,
      PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

     

    (b)       Notices.
      All
      notices, requests, and other communications required or permitted to be given
      or
      delivered hereunder to the holder of this Warrant shall be in writing, and
      shall
      be personally delivered, or shall be sent by certified or registered mail or
      by
      recognized overnight mail courier, postage prepaid and addressed, to such holder
      at the address shown for such holder on the books of the Company, or at such
      other address as shall have been furnished to the Company by notice from such
      holder. All notices, requests and other communications required or permitted
      to
      be given or delivered hereunder to the Company shall be in writing, and shall
      be
      personally delivered, or shall be sent by certified or registered mail or by
      recognized overnight mail courier, postage prepaid and addressed, to the office
      of the Company at 801 International Parkway, 5th
      floor,
      Lake Mary, Florida 32746, Attention: Chief Executive Officer, or at such other
      address as shall have been furnished to the holder of this Warrant by notice
      from the Company. Any such notice, request or other communication may be sent
      by
      facsimile, but shall in such case be subsequently confirmed by a writing
      personally delivered or sent by certified or registered mail or by recognized
      overnight mail courier as provided above. All notices, requests and other
      communications shall be deemed to have been given either at the time of the
      receipt thereof by the person entitled to re-ceive such notice at the address
      of
      such person for purposes of this Section, or, if mailed by registered or
      certified mail or with a recognized overnight mail courier, upon deposit with
      the United States Post Office or such overnight mail courier, if postage is
      prepaid and the mailing is properly addressed, as the case may be.

     

    (c)       Governing
      Law.
      THIS
      WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE COMMONWEALTH OF VIRGINIA APPLICABLE TO AGREEMENTS MADE AND TO BE
      PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF
      CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION
      OF THE STATE COURTS OR THE UNITED STATES FEDERAL COURTS LOCATED IN NORFOLK,
      VIRGINIA WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS
      ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY
      OR
      THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM
      TO
      THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT
      SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
      IN
      EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT
      OR
      PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN
      ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL
      NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE
      AND
      MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
      LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
      THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
      ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
      DISPUTE.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (d)       
      Amendments.
      This
      Warrant and any provision hereof may only be amended by an instrument in writing
      signed by the Company and the holder hereof.

     

    (e)       Descriptive
      Headings.
      The
      descriptive headings of the several sections of this Warrant are in-serted
      for
      purposes of reference only and shall not affect the meaning or construction
      of
      any of the provisions hereof.

     

    (f)       Waiver.
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought.

     

    


     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

     

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Warrant to be signed by its duly authorized
      officer.

    
      	 	 	 
	 	
              SPORTSQUEST,
                INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

              R.
                Thomas Kidd

            
	 	
              Chief
                Executive Officer 

            


    

    


    


     

     

    
 

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    FORM
      OF EXERCISE AGREEMENT

     

    


     

    Dated:
      ________ __, 200_

     

     

    To:
      ______________________


     

    The
      undersigned, pursuant to the provisions set forth in the within Warrant, hereby
      agrees to purchase ________ shares of Common Stock covered by such Warrant,
      and
      makes pay-ment herewith in full at the price per share provided by such Warrant
      in cash, by certified or official bank check or by wire transfer in the amount
      of $_________. Please issue a certificate or certifi-cates for such shares
      of
      Common Stock in the name of and pay any cash for any fractional share
      to:

    

      
        	
                Name:

              	
                 

              
	 	 
	 	 
	
                Signature:

              	
                 

              
	
                Address:

              	
                 

              
	 	
                 

              
	 	 
	 	 
	
                Note:

              	
                The
                  above signature should correspond exactly with the name on the
                  face of the
                  within Warrant, if
                  applicable.

              


      

    

    


     

    and,
      if
      said number of shares of Common Stock shall not be all the shares purchasable
      under the within Warrant, a new Warrant is to be issued in the name of said
      undersigned covering the balance of the shares purchasable thereunder less
      any
      frac-tion of a share paid in cash.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    FORM
      OF ASSIGNMENT


     

    FOR
      VALUE RECEIVED,
      the
      undersigned hereby sells, assigns, and transfers all the rights of the
      undersigned under the within Warrant, with respect to the number of shares
      of
      Common Stock covered thereby set forth below, to:

    


     

    
      	
              Name
                of Assignee

            	
              Address

            	
              No.
                of Shares

            


    

    


     

    


     

     

     

    


     

    and
      hereby irrevocably constitutes and appoints ___________________________________
      as agent and attorney-in-fact to trans-fer said Warrant on the books of the
      within-named corporation, with full power of substitution in the
      premises.

     

     

    Dated: ________
      __, 200_

    

      
        	
                In
                  the presence of:

              	
              	
                 

              
	 	 	 
	 	
                Name:

              	
                 

              
	 	 	 
	 	
                Signature:

              	
                 

              
	 	 	 
	 	
                Title
                  of Signing Officer or Agent (if any): 

              
	 	 	
                 

              
	 	
                Address:

              	
                 

              
	 	 	
                 

              


      

      


      


      
        	
                Note:

              	
                The
                  above signature should correspond exactly with the name on the
                  face of the
                  within Warrant, if
                  applicable.

              


      

    

     

    
 

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    Schedule
      A

    


    
      	
              Holder

            
	
              ZCE,
                Inc.

            
	
              Jeff
                Merriman Cohen and David Quinn

            


    

    


     

     

     

     

     

     

    
      
         

      

      
        9