VOTING AGREEMENT
                             FOR SHARES OF STOCK OF
                           QUEST RESOURCE CORPORATION

                         [Douglas L. Lamb-Jerry D. Cash]

     This Voting Agreement (this "Agreement"), dated as of November  8, 2002, is
made by and among Quest Resource Corporation ("Quest"), Douglas L. Lamb ("Lamb")
and Jerry D. Cash ("Cash").

     Lamb  and  Cash  are  also  each a  "Shareholder"  and,  collectively,  the
"Shareholders".

                                    Recitals

     A. Quest and STP  Cherokee,  Inc.  ("STP")  have  entered into that certain
Agreement  and Plan of  Reorganization  dated  contemporaneously  herewith  (the
"Reorganization  Agreement"),  pursuant to which STP will become a wholly  owned
subsidiary of Quest and Cash will receive  5,380,785  shares of the common stock
of Quest.

     B. It is a condition  precedent  to the  consummation  of the  transactions
contemplated by the Reorganization  Agreement that, as of Closing,  the Board of
Directors of Quest (the "Board")  shall consist solely of the following four (4)
members:  Cash,  one (1) designee of Cash who is  reasonably  acceptable to Lamb
(the  "Cash  Designee"),  Lamb and one (1)  designee  of Lamb who is  reasonably
acceptable to Cash (the "Lamb Designee").

     C. In  order to  induce  the  parties  to  enter  into  the  Reorganization
Agreement,  the Shareholders  desire to enter into this Agreement  regarding the
voting rights of Cash and Lamb with respect to the common stock of Quest.

                                    Agreement

     THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

     1.    ELECTION OF QUEST DIRECTORS

     1.1. Cash and Cash Designee. During the period beginning on the date hereof
and  continuing  for  thirty-six  (36)  months   hereafter  (the  "Term"),   the
Shareholders  shall use their  best  efforts  and take all action  within  their
respective  power,  including  but not limited to the voting of capital stock of
Quest,  to cause Cash and the Cash  Designee to comprise two (2) of the four (4)
members of the Board.

     Each Shareholder agrees to vote such Shareholder's  shares of capital stock
of Quest at all  meetings  of  shareholders  of Quest (or to execute any written
consents in lieu  thereof) in which  directors  are elected in favor of Cash and
the Cash Designee.


<PAGE>

     The  Shareholders  agree not to vote in favor of (or take any other  action
with  respect to) the removal  from the Board of  Directors  of Cash or the Cash
Designee without the written consent of Cash.

     In the  event  that the Cash  Designee  ceases  to serve as a member of the
Board during his or her term in office, the resulting vacancy on the Board shall
be filled by a representative  ("Cash Substitute  Designee") designated by Cash,
who is reasonably  satisfactory to Lamb. Quest and the Shareholders agree to use
their best efforts and take all action within their respective power, including,
but not limited to, the voting of capital  stock of Quest,  to cause the removal
of the Cash  Designee  at the  written  request  of Cash as soon as  practicable
following such written request and/or to cause the election of a Cash Substitute
Designee as soon as practicable following his or her designation.

     Neither Quest nor the Shareholders shall take any action  inconsistent with
the purpose or provisions of this Agreement.

     The initial Cash Designee shall be James B. Kite,  Jr., who is satisfactory
to Lamb and who shall be elected to the Board,  together with Cash,  immediately
upon execution and delivery of this Agreement.

     1.2. Lamb and Lamb Designee.  During the Term, the  Shareholders  shall use
their best efforts and take all action within their respective power,  including
but not limited to the voting of capital  stock of Quest,  to cause Lamb and the
Lamb Designee to comprise two (2) of the four (4) members of the Board.

     Each Shareholder agrees to vote such Shareholder's  shares of capital stock
of Quest at all  meetings  of  shareholders  of Quest (or to execute any written
consents in lieu  thereof) in which  directors  are elected in favor of Lamb and
the Lamb Designee.

     The  Shareholders  agree not to vote in favor of (or take any other  action
with  respect to) the removal  from the Board of  Directors  of Lamb or the Lamb
Designee without the written consent of Lamb.

     In the  event  that the Lamb  Designee  ceases  to serve as a member of the
Board during his or her term in office, the resulting vacancy on the Board shall
be filled by a representative  ("Lamb Substitute  Designee") designated by Lamb,
who is reasonably  satisfactory to Cash. Quest and the Shareholders agree to use
their best efforts and take all action within their respective power (whether in
the  capacity  as a  shareholder,  director  or officer of Quest or  otherwise),
including,  but not limited to, the voting of capital  stock of Quest,  to cause
the  removal  of the Lamb  Designee  at the  written  request of Lamb as soon as
practicable  following  such written  request  and/or to cause the election of a
Lamb  Substitute   Designee  as  soon  as  practicable   following  his  or  her
designation.

     Neither Quest nor the Shareholders shall take any action  inconsistent with
the purpose or provisions of this Agreement.

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<PAGE>

     The initial Lamb Designee shall be John Garrison,  who is  satisfactory  to
Cash and who shall be elected to the Board, together with Lamb, immediately upon
execution and delivery of this Agreement.

     1.3.  Rights of Designees.  The Cash Designee and the Lamb  Designee  shall
receive  (A)  all  materials  distributed  to the  Board,  whether  provided  to
directors in advance of, during or after,  any meeting of the Board,  regardless
of whether such director  shall be in  attendance  at any such meeting,  (B) the
same compensation, if any, as the other members of the Board for serving in such
capacity  (except that any designee who serves on the Company's  audit committee
may  receive  such  additional  compensation  for such  services as the board of
directors may determine),  and (C) reimbursement of the reasonable out-of-pocket
expenses incurred in attending the meetings of the Board.

     1.4. Number of Directors. During the Term, the Shareholders shall use their
best efforts and take all action within their  respective  power,  including but
not limited to the voting of capital  stock of Quest,  to cause the entire Board
to be  comprised  of four (4)  members,  consisting  solely  of  Cash,  the Cash
Designee,  Lamb,  and the  Lamb  Designee,  unless a change  in such  number  of
directors is mutually agreed to in writing by Cash and Lamb.

     1.5.  Death or Disability of  Cash\Lamb.  If a Shareholder  dies or becomes
disabled, such Shareholder's Personal Representative shall (i) have the right to
exercise such Shareholder's rights under this Agreement and (ii) be bound by the
terms of this Agreement.

     A  Shareholder  shall  be  "disabled"  if such  Shareholder  is not able to
exercise the Shareholder's duties as a director in a prudent manner.

     The  term  "Personal  Representative"  shall  mean  any of  the  following:
attorney-in-fact  under  power of  attorney;  conservator,  guardian,  executor,
administrator, or, if none of the above, spouse.

     If a Shareholder  dies or becomes  disabled,  such  Shareholder's  Personal
Representative  shall  have the  right to  select a  director  to  replace  such
Shareholder  on  the  Board.  Such  replacement  director  shall  be  reasonably
satisfactory to the other Shareholder.

     The  Shareholders  shall use their best efforts and take all action  within
their respective power, including but not limited to the voting of capital stock
of Quest, to cause such replacement director to serve on the Board.

     1.6.  Additional Designees. If the governing rules of the exchange on which
Quest's  common  stock is  traded  requires  that the  number  of  directors  be
increased (or if the number of directors is increased for any reason),  then the
Shareholders  agree to use their best  efforts and take all action  within their
respective  power,  including  but not limited to the voting of capital stock of
Quest,  to cause the new number of directors to be  established or maintained at
an even number.  Each Shareholder shall then have the right to designate persons
to serve in one-

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<PAGE>

half of the additional  director  positions.  Each additional  designee named by
Lamb shall be subject to the same voting provisions and rights in this Agreement
as the Lamb  Designee and each  additional  designee by Cash shall be subject to
the same voting provisions and rights as the Cash Designee.

     2.  MISCELLANEOUS

     2.1.  Representations  of Shareholders.  Each Shareholder hereby represents
and warrants that, as of the date of this Agreement,  such  Shareholder has full
power to  enter  into  this  Agreement  and has  not,  prior to the date of this
Agreement,  executed or  delivered  any proxy or entered  into any other  voting
agreement  or  similar  arrangement  that  would  conflict  with the  purpose or
provisions of this Agreement.

     2.2.  Amendment.  This Agreement may not be amended or modified in whole or
in part at any time except upon the written consent of the Shareholders.

     2.3. Legend.  In addition to any other legend required by law or agreement,
each  certificate  evidencing  shares  of  Quest's  capital  stock  owned by the
Shareholders  shall be  stamped  or  otherwise  imprinted  with a legend  to the
following effect:

                "The shares represented by this certificate are  subject  to
          certain restrictions contained in a Voting Agreement dated  as  of
          November 8, 2002, as the same may be amended from time to  time, a
          copy of which is available for examination at the principal office
          of Quest Resource Corporation."

     The Section 2.3 legend  shall be removed upon (i) sale of the shares in the
public  market or (ii)  termination  of this  Agreement in  accordance  with the
provisions of Section 2.13.

     2.4.  Effect on  Transferees.  Except  for  sales of  shares in the  public
market,  each and every transferee or assignee of any shares of capital stock of
Quest  from any  Shareholder  shall be bound by and  subject  to the  terms  and
conditions of this Agreement that are applicable to such transferee's transferor
or assignor. Except for sales in the public market, the transferring Shareholder
shall require that the  transferee  agree in writing to be bound by, and subject
to, all the terms and conditions of this Agreement. As used in this Agreement, a
sale of shares in the public market means a transaction meeting the requirements
of the first  sentence  of Rule  144(f)  under the  Securities  Act of 1933,  as
amended ("Rule 144"),  with the term "brokers'  transaction"  having the meaning
ascribed to such term in Rule 144(g).

     2.5. Prior Understandings. This Agreement represents the complete agreement
of the parties  hereto with respect to the subject  matter  included  herein and
supersedes any and all previous agreements relating thereto.

     2.6.  Specific  Performance.  Each party  recognizes  that the  obligations
imposed on such party in this Agreement are special, unique and of extraordinary
character,  and that in the event of breach by such  party,  damages  will be an
insufficient remedy; consequently,  it is agreed


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<PAGE>

that any party will be  entitled  to specific  performance  (in  addition to any
other  remedies  in equity or at law) as a remedy  for the  enforcement  hereof,
without posting a bond or other security and without proving damages.

     2.7. Binding  Agreements.  The terms and conditions of this Agreement shall
inure to the  benefit  of and be  binding  upon the  parties  hereto  and  their
respective heirs, legal representatives, successors or permitted assigns.

     2.8.  Notices.  Any  and  all  notices,  designations,   consents,  offers,
acceptances,  or any other communication provided for in this Agreement shall be
given in writing and shall be deemed effectively given upon personal delivery to
the party to be notified or upon delivery by confirmed facsimile transmission or
nationally  recognized overnight courier service or three (3) days after deposit
with the United States Post Office,  by registered  or certified  mail,  postage
prepaid and  addressed to the party to be notified at the address  indicated for
such party below on the signature page hereof,  or at such other address as such
party  may  designate  by ten (10)  days'  advance  written  notice to the other
parties pursuant to this Section 2.8.

     2.9.  Severability.  The  invalidity  of any provision or provisions of the
Agreement shall not invalidate or otherwise  affect any other provisions of this
Agreement, which shall remain in full force and effect.

     2.10. Counterparts. This Agreement may be executed simultaneously in two or
more  counterparts and each counterpart shall be deemed to be an original and it
shall not be necessary  in making proof of this  Agreement to produce or account
for more than one such counterpart.

     2.11.  Section Headings.  Headings contained in this Agreement are inserted
only as a matter of convenience and in no way define,  limit or extend the scope
or intent of this Agreement or any provisions hereof.

     2.12.  Choice of Law. This Agreement  shall be governed by and construed in
accordance  with the laws of the State of Kansas  without  giving  effect to the
conflicts or choice of law principles thereof.

     2.13.  Termination.  This Agreement shall terminate at such time as (i) the
Term expires or (ii) less than  1,000,000  shares (as  hereinafter  adjusted for
stock splits,  stock  dividends and like  transactions)  of Quest's common stock
(including  shares  convertible into Common Stock on an as-converted  basis) are
subject to this Agreement, whichever occurs first.

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     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.

                                   SHAREHOLDERS:

                                   /s/ Douglas L. Lamb
                                   ---------------------------------------
                                   Douglas L. Lamb

                                   Address:   703 East Main Street
                                              Benedict, KS  66714
                                   Facsimile: (620)698-3030


                                   /s/ Jerry D. Cash
                                   ---------------------------------------
                                  Jerry D. Cash

                                   Address:  5901 N. Western, Suite 200
                                             Oklahoma City, OK 73118
                                             -----------------------------

                                   Facsimile: 405-840-9897
                                              ----------------------------

                                   QUEST RESOURCE CORPORATION


                                   By:  /s/ Douglas L. Lamb
                                        --------------------------------
                                   Name:   Douglas L. Lamb
                                          ------------------------------
                                   Title:  President
                                          ------------------------------

                                   Address:   703 East Main Street
                                              Benedict, KS  66714
                                   Facsimile: (620)698-3030