BRING
      DOWN AGREEMENT AND AMENDMENT


    


    THIS
      BRING DOWN AGREEMENT AND AMENDMENT (the “Agreement”) is made effective September
      25, 2007 by and among SPORTSQUEST, INC., a Delaware corporation (the “Issuer”),
      ZARING-CIOFFI ENTERTAINMENT, INC., a California corporation (the “Company”),
      ZCE, INC., a California corporation (“ZCE”), DAVID QUINN (“Quinn”) and JEFF
      MERRIMAN COHEN (“Cohen” and together with ZCE and Quinn, the
“Members”).

    


    RECITALS

    


    
      	 	
              A.

            	
              The
                Issuer, the Company, ZCE and Q-C Entertainment, LLC (“Q-C”) entered into
                that Agreement for the Exchange of Common Stock dated August 20,
                2007 (the
                “Exchange Agreement”), pursuant to which ZCE and Q-C agreed to sell 100%
                of the capital stock of the Company to the Issuer for the consideration
                set forth in the Exchange
                Agreement.

            


    

    


    
      	 	
              B.

            	
              Q-C
                has become an inactive limited liability company in the State of
                Washington. Its sole members are Quinn and Cohen and, as such, they
                have
                assumed Q-C’s rights, obligations and liabilities. The parties desire that
                Quinn and Cohen assume the rights, obligations and liabilities of
                Q-C
                under the Exchange Agreement. All references to “Q-C” under the Exchange
                Agreement shall mean Quinn and Cohen, and all references to the “Members”
                under the Exchange Agreement shall mean ZCE, Quinn and
                Cohen.

            


    

    


    
      	 	
              C.

            	
              Zaring-Cioffi
                Entertainment, LLC, a California limited liability company (the “LLC”),
                converted to the Company on September 11, 2007. The capital stock
                of the
                Company has been issued as follows: 65% to ZCE and 35% to Quinn and
                Cohen,
                collectively. All references to the Company in this Agreement mean
                the LLC
                as converted to the Company.

            


    

    


    
      	 	
              D.

            	
              The
                Issuer, the Company and the Members desire to bring down the
                representations and warranties set forth in the Exchange Agreement
                and to
                amend certain provisions of the Exchange
                Agreement.

            


    

    


    
      	 	
              E.

            	
              Except
                as otherwise defined herein, all capitalized terms used herein shall
                have
                the meaning provided such terms in the Exchange
                Agreement.

            


    

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, covenants, and representations contained
      herein, and other good and valuable consideration, the parties, intending to
      be
      legally bound, hereby agree as follows:

    


    1.       The
      Issuer’s Bring Down.
      The
      Issuer represents and warrants as follows:

    


    (a)       Except
      as set forth on attached Schedule
      1(a)
      or in
      any documents filed by the Issuer with the SEC, each of the representations
      and
      warranties of the Issuer contained in the Exchange Agreement are true, complete
      and correct in all material respects as of the date of Closing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b)       The
      Issuer has performed and complied in all material respects with all provisions
      of the Exchange Agreement required to be performed or complied with by the
      Issuer before or at Closing. 

    


    2.       The
      Company’s Bring Down.
      The
      Company and the Members, jointly and severally, represent and warrant as
      follows:

    


    (a)       Each
      of the representations and warranties of the Company and the Members contained
      in the Exchange Agreement are true, complete and correct in all material
      respects as of the date of Closing. 

    


    (b)       The
      Company and the Members have performed and complied in all material respects
      with all provisions of the Exchange Agreement required to be performed or
      complied with by them before or at Closing.

    


    (c)       The
      parties hereto agree and acknowledge that all references to the Company in
      this
      Agreement mean the LLC as converted to the Company.

    


    3.       Survival.
      None of
      the representations or warranties contained
      in the Exchange Agreement, this Agreement or in any exhibit, schedule,
      certificate, agreement or statement delivered pursuant thereto or hereto, shall
      survive the Closing.

    


    4.       Amendment.
      The
      parties hereby agree to amend the Exchange Agreement as follows:

    


    (a)       All
      references to “Q-C” in the Exchange Agreement shall mean Quinn and Cohen, and
      all references to the “Members” in the Exchange Agreement shall mean ZCE, Quinn
      and Cohen.

    


    (b)       All
      references to “Shareholder” in the Exchange Agreement shall be replaced with the
“Members”. 

    


    (c)       All
      references to “Issuer Shares” in the Exchange Agreement mean those shares of
      common stock of the Issuer, $0.0001 par value, issued to the Members under
      the
      Exchange Agreement in consideration for their stock of the Company.

    


    (d)       The
      warrants to be issued to the Members under the Exchange Agreement (the
“Warrants”) and the shares issuable on exercise of the Warrants shall be
      included in the representations, agreements and understandings made or
      acknowledged by the Members in Section 4 of the Exchange Agreement.


    


    (e)       All
      references to a “Pledge Agreement” in the Exchange Agreement are hereby
      deleted.

     

    
      
         

      

      
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    (f)       The
      Exchange Agreement provides in Section 1(ii) that the Issuer shall pay ZCE
      the
      sum of $150,000 in cash at Closing (the “Closing Cash Payment”). The parties
      acknowledge that the Closing Cash Payment was intended to be used to pay off
      certain debts of the Company (the “Debt”). The parties hereby agree to amend the
      Exchange Agreement to provide that the Closing Cash Payment shall not be paid
      to
      ZCE at Closing. Instead, the Exchange Agreement is hereby amended to provide
      that the Issuer shall assume the Debt at Closing since it will be purchasing
      100% of the stock of the Company, and the Debt will be serviced according to
      the
      current monthly schedule in the interim. The Issuer shall pay off the Debt
      in
      full on the closing of the sale of callable secured convertible notes in the
      aggregate principal amount of $500,000 to AJW Master Fund, Ltd., AJW Partners,
      LLC and New Millennium Capital Partners II, LLC (collectively, “NIR”), pursuant
      to that Securities Purchase Agreement dated August 16, 2007 among the Issuer
      and
      NIR, which closing shall occur within five business days after the declaration
      of effectiveness of the Form SB-2 Registration Statement filed by the Issuer
      with the SEC on September 14, 2007.

    


    (g)       John
      Zaring and the Members shall deliver bank signature cards and other appropriate
      documentation on the existing bank account(s) of the Company on or before the
      Closing and take any and all steps required to transfer signatory authority
      to
      designated representatives of Issuer to Issuer’s satisfaction.

    


    5.       Miscellaneous.

    


    (a)       Amendment.
      Except
      as
      modified by this Agreement, the Exchange Agreement shall remain in full force
      and effect.

    


    (b)       Captions
      and Headings.
      The
      headings throughout this Agreement are for convenience and reference only and
      shall in no way be deemed to define, limit or add to the meaning of any
      provision of this Agreement.

    


    (c)       No
      Oral Change.
      This
      Agreement and any provision hereof may not be waived, changed, modified or
      discharged orally, but only by an agreement in writing signed by the party
      against whom enforcement of any waiver, change, modification or discharge is
      sought.

    


    (d)       Non
      Waiver.
      Except
      as otherwise expressly provided herein, no waiver of any covenant, condition
      or
      provision of this Agreement shall be deemed to have been made unless expressly
      in writing and signed by the party against whom such waiver is charged; and
      (1)
      the failure of any party to insist in any one or more cases upon the performance
      of any of the provisions, covenants or conditions of this Agreement or to
      exercise any option herein contained shall not be construed as a waiver or
      relinquishment for the future of any such provisions, covenants or conditions;
      (2) the acceptance of performance of any thing required by this Agreement to
      be
      performed with knowledge of the breach or failure of a covenant, condition
      or
      provision hereof shall not be deemed a waiver of such breach or failure; and
      (3)
      no waiver of any party of one breach by another party shall be construed as
      a
      waiver with respect to any subsequent breach.

     

    
      
         

      

      
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    (e)       Entire
      Agreement.
      This
      Agreement and the Exchange Agreement and any
      exhibit, schedule, certificate, agreement or statement delivered pursuant hereto
      or thereto
      contains
      the entire agreement and understanding among the parties hereto and supersedes
      all prior agreements and understandings.

    


    (f)       Notices.
      All
      notices, requests, demands, and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given on the third day
      after
      mailing if mailed to the party to whom notice is to be given, by first class
      mail, registered or certified, postage prepaid, and properly addressed, as
      follows:

    


    Issuer:
      

    


    SportsQuest,
      Inc.

    801
      International Parkway, 5th Floor

    Lake
      Mary, Florida 32746

    Attention:
      R. Thomas Kidd, CEO

    


    The
      Members:

    


    John
      Zaring

    30502
      Whitney Drive

    Castaic,
      California 91384

    


    (g)       Governing
      Law.
      This
      Agreement and the Exchange Agreement shall be governed by and construed in
      accordance with the laws of the Commonwealth of Virginia without giving effect
      to any choice or conflict of law provision or rule (whether of the Commonwealth
      of Virginia or any other jurisdiction) that would cause the application of
      the
      laws of any jurisdiction other than the Commonwealth of Virginia.

    


    (h)       Counterparts.
      This
      Agreement may be executed simultaneously in one or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument. Signatures which are transmitted by facsimile
      or
      electronic mail shall be deemed original signatures.

    


    [SIGNATURE
      PAGE TO FOLLOW]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this Bring Down Agreement and
      Amendment as of the date first written above.

    


    


    
      	Zaring-Cioffi
              Entertainment, Inc.	 	 	
              SportsQuest,
                Inc.

            
	 	 	 	 
	 	 	 	 
	By: 	 	 	By: 
	
              
                

              

              John
                Zaring, President and CEO

            	 	 	
              
                

              

              R.
                Thomas Kidd, President and CEO 

            


    

     

    


    ZCE,
      Inc.
 

    


    By:
      ______________________________

    Name:
      ____________________________

    Title:
      _____________________________

    


    


    


    ______________________________

    David
      Quinn

    


    


    


    ______________________________

    Jeff
      Merriman Cohen

     

     

    
      
         

      

      
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    Schedule
      1(a)

    


    


    Section
      1(i):  
      The total issued and outstanding shares of common stock, $0.0001 par value
      per
      share, of the Issuer at Closing shall be 11,077,922 shares.

    


    Section
      2(i):  
      11,077,922 shares of the Issuer’s common stock are issued and
      outstanding

    


    Section
      2(iii):
      

    


    1.       On
      August 10, 1993, the Issuer entered into an agreement with Air Brook Limousine,
      Inc. (“Air Brook Limo”) that stipulated that Air Brook Limo would fund the
      Issuer’s operations for as long as Air Brook Limo deemed necessary and as long
      as Air Brook Limo was financially able. Such advances were due on demand. Air
      Brook Limo could terminate this arrangement at any time at its own discretion,
      which it did on August 16, 2007.

    


    2.       On
      August 16, 2007, Lextra Management Group, Inc. (“Lextra”) acquired 51.16% of the
      Issuer’s issued and outstanding common stock and an outstanding accounts
      receivable due to Air Brook Limo by the Issuer in the amount of $340,000. On
      August 16, 2007, the Issuer issued 6,800,000 shares of common stock to Lextra
      in
      exchange for the forgiveness of the $340,000 receivable. 

    


    3.       On
      August 16, 2007, the Issuer entered into a Securities Purchase Agreement and
      certain ancillary agreements by and among the Issuer and AJW Partners, LLC,
      AJW
      Master Fund, Ltd. and New Millennium Capital Partners II, LLC (collectively,
      the
“Investors”) under which the Issuer has agreed to issue an aggregate $1,500,000
      of callable secured convertible notes to the Investors and warrants to purchase
      10,000,000 shares of the Issuer’s common stock at an exercise price of $0.25 at
      any time through August 16, 2014. Under
      the
      agreement, the Issuer received $500,000 on August 16, 2007, $500,000 will be
      disbursed within five business days of the filing of a registration statement
      filed on September 14, 2007, and $500,000 will be disbursed when the
      registration statement becomes effective. The
      notes
      accrue interest at a rate of 8% per year, require quarterly interest payments
      in
      certain circumstances related to the market price of the Issuer’s common stock
      and are due and payable on August 16, 2010. The notes are convertible into
      common stock of the Issuer at a discount to the then current fair market value
      of the Issuer’s common stock. The
      Issuer granted the Investors certain registration rights as set forth in the
      Registration Rights Agreement, dated August 16, 2007. 

    


    4.       On
      August 21, 2007, the Issuer acquired all of the assets of Lextra pursuant to
      an
      Asset Purchase Agreement dated August 21, 2007, in exchange for the issuance
      of
      2,000,000 shares of common stock to Lextra and the forgiveness of the Issuer’s
      $500,000 loan to Lextra, which it made to Lextra on August 16, 2007. The assets
      of Lextra were transferred to the Issuer’s wholly-owned subsidiary, SportsQuest
      Management Group, Inc., effective August 29, 2007.

     

    
      
         

      

      
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    5.       On
      August 17, 2007, the Issuer entered into a Stock Issuance, Assumption and
      Release Agreement with Greens Worldwide Incorporated (“GRWW”) and AJW Partners,
      LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital
      Partners II, LLC. The transaction closed August 17, 2007. Pursuant to the
      agreement, GRWW issued 390,000 shares of its Series A Convertible Preferred
      Stock, par value $10.00 per share, which shares are convertible into 249,600,000
      shares of its common stock, to the Issuer in exchange for the Issuer’s
      assumption of 50% of GRWW’s indebtedness to the four investors referenced above.
      Under the terms of the agreement, the four investors released GRWW from its
      obligations. In consideration for such release, the Issuer issued to the
      Investors, callable secured convertible notes with an aggregate face amount
      of
      $3,903,750, including interest, and GRWW issued to the Investors callable
      secured convertible notes with an aggregate face amount of $3,903,750, including
      interest. Such notes are due and payable on March 22, 2010, and the notes issued
      by the Issuer are convertible into common stock of the Issuer at a 75% discount
      to the then current fair market value of the Issuer’s common stock. The terms of
      the preferred stock entitle the Issuer to elect a majority of the members of
      the
      GRWW board of directors. In addition, the Issuer’s ability to vote its shares of
      preferred stock on an as-converted basis assures its control of any matters
      presented to the holders of GRWW common stock.

      

    6.       On
      August
      23, 2007, the Issuer entered into an Investment Agreement and a Registration
      Rights Agreement with Dutchess Private Equities Fund, Ltd. (“Dutchess”) relating
      to equity financing in the amount of $50,000,000. The Issuer received a
      commitment from Dutchess to
      purchase up to $50,000,000 of the Issuer’s common stock at a seven percent
      discount to market for
      a
      period of 36
      months.
      Pursuant to the agreement, the equity funding commitment may not be utilized
      by
      the Issuer until it files a registration statement and such registration
      statement is declared effective by the SEC.

    


    Section
      2(iv):  
      See disclosure under Section
      2(iii)
      above.

    


    Section
      2(vii):  
      See disclosure listed under Section
      2(iii)
      above.

    


    Section
      2(x):

    


    
      	 	
              1.

            	
              The
                Issuer amended and restated its Bylaws on August 16,
                2007.

            


    

    
      	 	
              2.

            	
              See
                disclosure under Section
                2(iii)
                above.

            


    

     

    
 

    
      
         

      

      
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