WARRANT PURCHASE AGREEMENT




                                 by and between



                           Quest Resource Corporation
                              a Nevada Corporation
                                 (the "Company")


                                       and

                        Wells Fargo Energy Capital, Inc.
                               a Texas Corporation
                                  ("Purchaser")



                                 Concerning the
                    Purchase of Warrant to Purchase 1,600,000
                      Shares of the Company's Common Stock


                                November 7, 2002


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                                TABLE OF CONTENTS


ARTICLE I. PURCHASE AND SALE OF WARRANT
      Section 1.1.   Sale and Issuance
      Section 1.2.   Purchase; Purchase Price

ARTICLE II. CLOSING DATE; DELIVERY
      Section 2.1.   Closing Date
      Section 2.2.   Payment; Delivery

ARTICLE III. REPRESENTATIONS AND WARRANTIES
      Section 3.1.   Representations and Warranties of the Company
        (a) Organization and Standing: Certificate and By-Laws
        (b) Corporate Power
        (c) Authorization
        (d) Capitalization
        (e) Governmental Consent, etc.
        (f) Offering
        (g) Brokers or Finders
      Section 3.2.   Representations and Warranties of Purchaser
        (a) Investment Intent
        (b) Accredited Investor

ARTICLE IV. CONDITIONS TO CLOSING
      Section 4.1.   Purchaser's Conditions
        (a) Representations and Warranties Correct
        (b) Covenants
        (c) Compliance Certificate
        (d) Consents
        (e) Consummation of Loan Agreement
      Section 4.2    Company's Conditions
        (a) Representations
        (b) Closing of Loan Agreement

ARTICLE V. AFFIRMATIVE COVENANTS OF THE COMPANY
      Section 5.1.   Financial Information
        (a) SEC Reports
        (b) Other Reports
      Section 5.2.   Transactions with Affiliates
      Section 5.3.   Restrictions on Dividend Payments
        (a) Restriction
        (b) Permitted Dividends

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      Section 5.4.   Access
      Section 5.5.   Rule 144 Reporting

ARTICLE VI. THE COMPANY'S INDEMNIFICATION
      Section 6.1.   Indemnification

ARTICLE VII. PUT OPTION
      Section 7.1.   Purchaser's Option to Cause Purchase
        (a) Exercise Notice
        (b) Purchase Price
        (c) Closing
        (d) Purchaser's Representations and Warranties
        (e) Company's Representations and Warranties
      Section 7.2.   Restrictions on Company's Ability to Purchase
        (a) Dividend Restriction
        (b) Restrictions on Certain Capital Transactions
        (c) Continuing Obligation

ARTICLE VIII. MISCELLANEOUS
      Section 8.1.   Governing Law
      Section 8.2.   Survival
      Section 8.3.   Successors and Assigns
      Section 8.4.   Entire Agreement, Amendment
      Section 8.5.   Notices etc.
      Section 8.6.   Delays or Omissions
      Section 8.7.   Counterparts
      Section 8.8.   Severability
      Section 8.9.   Titles and Subtitles
      Section 8.10   Specific Performance
      Section 8.11   Limitation of Liability
Form of Warrant                           Exhibit A






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<PAGE>



                           WARRANT PURCHASE AGREEMENT

      This Warrant Purchase Agreement (the "Agreement") is made and entered into
as of November  7, 2002 by and  between  Quest  Resource  Corporation,  a Nevada
corporation  (the  "Company"),  and Wells Fargo  Energy  Capital,  Inc., a Texas
corporation ("Purchaser").

      WHEREAS, Purchaser and the Company have entered into a mezzanine revolving
credit  agreement,  as amended from time to time, (the "Loan Agreement") of even
date  herewith  pursuant  to which  Purchaser  is  lending  (the  "Loan")  up to
$20,000,000  to the Company in exchange for a  Subordinated  Note in such amount
(the "Note"); and

      WHEREAS,  as a condition  to making the Loan,  Purchaser  has required the
Company to enter into this Agreement;

      NOW;  THEREFORE,  for and in  consideration  of the mutual  covenants  and
promises herein contained, as well as for other good and valuable consideration,
the receipt  and  sufficiency  of which are hereby  acknowledged,  the  parties,
intending to be legally bound, contract and agree as follows:

                    ARTICLE I. PURCHASE AND SALE OF WARRANT

     Section  1.1.  Sale and  Issuance.  The  Company  shall  sell and  issue to
Purchaser  at the  Closing (as  hereinafter  defined) a warrant  ("Warrant")  to
purchase 1,600,000 shares of its Common Stock, $.001 par value ("Common Stock"),
subject to  adjustment  as provided in the Warrant.  The Warrant shall be in the
form of Exhibit A attached hereto and incorporated  herein. The shares of Common
Stock or Other  Securities  (as defined in the  Warrant)  into which the Warrant
will be  exercisable  upon  payment  of the  purchase  price as set forth in the
Warrant are referred to herein as the "Shares."

     Section 1.2. Purchase:  Purchase Price. Subject to the terms and conditions
set forth  herein,  for and in  consideration  of the sale and  issuance  of the
Warrant, Purchaser hereby agrees to enter into the Loan Agreement and consummate
the transactions contemplated thereby concurrently with the Closing.

                       ARTICLE II. CLOSING DATE; DELIVERY

     Section 2.1. Closing Date. The closing ("Closing") of the purchase and sale
of the Warrant  hereunder shall be held  simultaneously  with the closing of the
transactions  contemplated by the Loan Agreement (the "Closing Date") or at such
other time and place upon which the Company and Purchaser shall agree.

     Section 2.2. Payment:  Delivery.  At the  Closing, the Company will deliver
to Purchaser  the duly  executed  Warrant  registered  in the name of Purchaser,
against receipt of the Loan, together with delivery by the Company of such other
documents, certificates and opinions of counsel (as to authority only) as may be
required  to be  delivered  by  the  Company  to  Purchaser  as a  condition  to
Purchaser's consummation of this Agreement.


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<PAGE>



                   ARTICLE III. REPRESENTATIONS AND WARRANTIES

     Section 3.1.  Representations  and  Warranties of the Company.  In order to
induce   Purchaser  to  enter  into  this  Agreement  and  to  extend  the  Loan
contemplated by the Loan Agreement,  the Company hereby  represents and warrants
to Purchaser and each subsequent holder of the Warrant, as follows:

           (a) Organization and Standing:  Certificate and By-Laws.  The Company
      is a corporation legally incorporated,  duly organized,  validly existing,
      and in good  standing  under the laws of the State of Nevada.  The Company
      has all  requisite  corporate  power and  authority to own and operate its
      properties and assets, and to carry on its business as presently conducted
      and as proposed to be  conducted.  The Company is qualified to do business
      as a foreign  corporation and is in good standing in all  jurisdictions in
      which the Company owns or leases property or in which the failure to be so
      qualified  would  not have a  material  adverse  affect  on the  Company's
      business as currently conducted.

           (b)  Corporate  Power.  The Company has, and will have at the Closing
      and at all times during which the Warrant is  exercisable,  all  requisite
      corporate  power and authority to execute and deliver this  Agreement,  to
      sell and issue the Warrant hereunder, to issue the Shares upon exercise of
      the Warrant and to carry out and perform its  obligations  under the terms
      of this Agreement and the Warrant.

           (c)   Authorization.   All   corporate   action   necessary  for  the
      authorization,  execution,  delivery and  performance of this Agreement by
      the Company, the authorization, sale, issuance and delivery of the Warrant
      and (upon  exercise of the Warrant) the Shares and the  performance of all
      of the  Company's  obligations  hereunder  and under the Warrant have been
      taken. This Agreement and the Warrant each constitutes a valid and binding
      obligation  of the  Company,  enforceable  in  accordance  with its terms,
      except as may be limited by  insolvency,  bankruptcy,  moratorium or other
      laws  affecting  the rights of creditors in general.  The Shares have been
      duly  and  validly  reserved  and,  when  issued  in  compliance  with the
      provisions  of this  Agreement  and the Warrant,  will be validly  issued,
      fully paid and non-assessable.  Upon issuance pursuant to the Warrant, the
      Shares will be free of any liens,  claims or encumbrances.  The Shares are
      not subject to any preemptive rights or rights of first refusal.

           (d)  Capitalization.  The  authorized  capital  stock of the  Company
      consists of (i)  950,000,000  shares of common stock,  $.001 par value, of
      which 12,799,984  shares are issued and  outstanding,  and (ii) 50,000,000
      shares of preferred stock,  $.001 par value, of which 10,000,000 shares of
      Common Stock,  $.001 par value,  are issued and outstanding as of the date
      hereof.  The  outstanding  shares  have been duly  authorized  and validly
      issued, and are fully paid and non-assessable.  All outstanding securities
      of the Company were issued in compliance with applicable federal and state
      securities laws. The Company has reserved 1,600,000 shares of Common Stock
      for issuance  upon  exercise of the Warrant.  Other than the Warrant,  and
      except as described in the Quest Disclosure  Schedule to the Agreement and
      Plan of  Reorganization  by and among  Quest  Resources  Corporation,  STP
      Cherokee, Inc. and

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<PAGE>


     the Sole  Stockholder  of STP Cherokee,  Inc.,  dated November 7, 2002, the
     Company  does  not  have  any  outstanding   capital  stock  or  securities
     convertible  into or  exchangeable  for any shares of its capital stock, or
     any outstanding  rights (either preemptive or other) to subscribe for or to
     purchase,  or any outstanding rights or options for the purchase of, or any
     agreements  providing for the issuance (contingent or otherwise) of, or any
     outstanding calls,  commitments or claims of any character relating to, any
     capital stock or any stock or securities  convertible  into or exchangeable
     for any capital stock of the Company. Except as provided in the Warrant and
     as described in the Quest Disclosure  Schedule to the Agreement and Plan of
     Reorganization by and among Quest Resources Corporation, STP Cherokee, Inc.
     and the Sole Stockholder of STP Cherokee,  Inc. dated November 7, 2002, the
     Company is not  subject to any  obligation  (contingent  or  otherwise)  to
     repurchase  or otherwise  acquire or retire any shares of its capital stock
     or any convertible  securities,  rights or options of the type described in
     the preceding sentence. The Company is not a party to any agreement (except
     as set forth in this  Agreement)  restricting the transfer of any shares of
     the Company's capital stock.

          (e) Governmental Consent,  etc. No consent,  approval or authorization
     of (or designation,  declaration or filing with) any governmental authority
     or the National  Association' of Securities  Dealers,  Inc., on the part of
     the Company is required in connection with the valid execution, delivery or
     performance  of this  Agreement,  or the  offer,  sale or  issuance  of the
     Warrant and the Shares pursuant  hereto,  or the  consummation of any other
     transaction contemplated hereby.

          (f)  Offering.  The offer,  sale and issuance of the Warrant,  and the
     issuance  of  the  Shares  upon   exercise  of  the   Warrant,   constitute
     transactions   exempt  from  the  registration   and  prospectus   delivery
     requirements of the Securities Act of 1933 (the  "Securities  Act") and any
     applicable state securities laws.

          (g) Brokers or Finders.  The  Company has not  incurred,  and will not
     incur,  directly  or  indirectly,  as a result of any  action  taken by the
     Company,   any   liability  for  brokerage  or  finders'  fees  or  agents'
     commissions or any similar charges in connection with this Agreement.

      Section 3.2. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to the Company as follows:

          (a)  Investment  Intent.   Purchaser  is  acquiring  the  Warrant  for
     investment for its own account, not as a nominee or agent, and not with the
     view to, or for  resale  in  connection  with,  any  distribution  thereof.
     Purchaser understands and agrees that the Warrant and (upon exercise of the
     Warrant) the Shares have not been registered under the Securities Act.

          (b)  Accredited  Investor.  Purchaser is an  "accredited  investor" as
     defined under Regulation D promulgated under the Securities Act.


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<PAGE>


                        ARTICLE IV. CONDITIONS TO CLOSING

     Section 4.1. Purchaser's  Conditions.  Purchaser's  obligations to purchase
the  Warrant at the  Closing are  subject to the  fulfillment  of the  following
conditions,  the waiver of which shall not be effective against Purchaser unless
specifically consented to in writing:

          (a) Representations  and Warranties  Correct.  The representations and
     warranties  made by the  Company  in  Section  3.1  hereof  (including  any
     representations of the Company incorporated by reference) shall be true and
     correct when made, and shall be true and correct on the Closing Date.

          (b) Covenants.  All covenants,  agreements and conditions contained in
     this  Agreement  to be  performed by the Company on or prior to the Closing
     Date shall have been performed or complied with in all respects.

          (c)  Compliance  Certificate.  The  Company  shall have  delivered  to
     Purchaser a  certificate  of the  Company,  executed by the  President  and
     Secretary of the Company, dated the Closing Date, and certifying,  that all
     representations  and  warranties of the Company  contained in the Agreement
     are true and correct on the Closing Date as if made on such date,  that all
     conditions  to the  obligations  of  Purchaser  to close  the  transactions
     contemplated  by this Agreement have been satisfied or waived in writing by
     Purchaser  and  that  the  Company  has  complied  with  all  covenants  or
     obligations set forth in this Agreement.

          (d) Consents.  Any consent,  approval,  authorization  or order of any
     court or  governmental  agency  or  administrative  body  required  for the
     consummation of the transactions contemplated by this Agreement, shall have
     been obtained and shall be in effect on the Closing Date.

          (e)  Consummation of Loan Agreement.  The Company shall have satisfied
     all  conditions  precedent to the  obligation  of the  Purchaser to advance
     funds under the Loan Agreement in compliance with all applicable laws.

     Section 4.2.  Company's  Conditions.  The Company's  obligation to sell and
issue the Warrant at the Closing  is, at the option of the  Company,  subject to
the fulfillment as of the Closing Date of the following conditions:

          (a) Representations.  The representations made by Purchaser in Section
     3.2  hereof  shall be true and  correct  when  made,  and shall be true and
     correct on the Closing Date.

          (b)  Closing  of Loan  Agreement.  The Loan  contemplated  by the Loan
     Agreement shall have been  consummated in accordance with the terms of such
     commitment.

                 ARTICLE V. AFFIRMATIVE COVENANTS OF THE COMPANY

     Section 5.1. Financial Information.  The Company will mail to the holder of
the Warrant or Shares:




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           (a) SEC  Reports.  The  Company  shall  promptly  mail  copies of all
      quarterly and annual reports and of the  information,  documents and other
      reports  which the  Company is required  to file with the  Securities  and
      Exchange Commission (the "Commission"),  exclusive of any exhibits to such
      reports and exclusive of registration statements on Form S-8.

           (b) Other  Reports.  If at any time after the date hereof the Company
      is  not  subject  to  the  requirements  of  Section  13 or  15(d)  of the
      Securities  Exchange Act of 1934 (the "Exchange  Act"),  the Company shall
      provide or cause to be  provided  to the holder all of the  following,  in
      form and detail satisfactory to the holder:

                (i)  not  later  than 90  days  after  and as of the end of each
           fiscal year, an audited financial statement of the Company,  prepared
           by a recognized independent accounting firm acceptable to the holder,
           to include consolidated balance sheets and consolidated statements of
           income, retained earnings and cash flow, in accordance with generally
           accepted accounting principles, together with an unqualified opinion;

                (ii)  not  later  than 45 days  after  and as of the end of each
           calendar quarter, a financial  statement of the Company,  prepared by
           the Company, to include  consolidated balance sheets and consolidated
           statements of income,  retained earnings and cash flow, in accordance
           with generally accepted accounting principles,  certified by a senior
           financial officer; and

                (iii) from time to time such other information as the holder may
           reasonably request.

      Section 5.2. Transactions with Affiliates.  The Company will not, and will
not permit any of its Subsidiaries to, (i) enter into any transaction, including
without  limitation,  any purchase,  sale,  lease or exchange of property or the
rendering  of any  service,  with  any  Affiliate  of the  Company  unless  such
transactions  are in the  ordinary  course of its business and are upon fair and
reasonable  terms no less  favorable  to it than the Company  would  obtain in a
comparable  arm's-length  transaction  with a person not an  Affiliate,  or (ii)
issue,  or agree to issue,  any shares of  capital  stock  (including  rights or
warrants  with respect  thereto) or stock  appreciation  rights,  stock  benefit
plans,  phantom  stock  rights or plans or any similar  plans or rights or other
rights  measured  by  earnings,  profits,  or  revenues  of the  Company  or its
Subsidiaries to any Affiliate including shareholders, directors and officers and
their respective Affiliates,  unless such transaction is fair to the Company and
is not  materially  adverse  to the rights to the  holder of the  Warrant.  If a
transaction  referred  to in  subsection  (i) or (ii)  hereof is  approved  by a
majority  of  Independent  Directors  (for  example,  if the  Company  has  four
directors - two of which are  Independent  Directors  and two of which are not -
and a  transaction  is approved by a majority of the  directors  including  both
Independent  Directors,  that  approval  constitutes  a majority of  Independent
Directors),  such approval shall be presumptive  evidence that such  transaction
complies with the  provisions of this Section.  As used herein,  an  Independent
Director  shall  mean any  director  who is not an officer  or  employee  of the
Company and who does not beneficially own more than 5% of any outstanding  class
or series of capital  stock of the  Company  and who is not  related by blood or
marriage to any of the foregoing.  As used herein,  "Affiliate"  has the meaning
set forth in Article VII of the Warrant, except that as long as any of the

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Shareholders  are  stockholders of the Company,  such  Shareholders  and each of
their  respective  Affiliates  shall be deemed  Affiliates  of the Company,  and
Purchaser and its direct and indirect wholly-owned  subsidiaries and the Persons
that directly or indirectly own Purchaser shall not be deemed  Affiliates of the
Company.

      Section 5.3. Restrictions on Dividend Payments.

           (a) Restriction. For so long as the Warrant is outstanding and except
      as  provided  in 5.3(b),  the  Company  shall not pay any  dividends  with
      respect to its Common Stock (other than dividends payable in shares of its
      Common Stock) out of its surplus or otherwise or return any capital to its
      stockholders as such or authorize or make any other distribution,  payment
      or delivery of property or cash to its holders of Common Stock as such, or
      redeem, retire, purchase or otherwise acquire, directly or indirectly, for
      a  consideration  (otherwise than in exchange for, or from the proceeds of
      the substantially concurrent sale of, other shares of capital stock of the
      Company),  any  shares of any class of its Common  Stock now or  hereafter
      outstanding.

           (b) Permitted Dividends. The Company may pay dividends to the holders
      of  its  Common  Stock,  provided  that  (i)  contemporaneously  with  the
      declaration of any such  dividend,  the Company will set aside for payment
      to the holder of the Warrant an amount equal to the total Dividend  Amount
      (as hereinafter  defined) payable to the holder of the Warrant and (ii) on
      the  date of  payment  of such  dividend,  will pay to the  holder  of the
      Warrant the Dividend  Amount.  Such payment shall be made by Company check
      to the holder of the Warrant at the address of the holder as  reflected on
      the Warrant holders' List. As used herein, the Dividend Amount shall equal
      the  dividend  declared  or paid (as the case may be) with  respect to one
      share of Common Stock  multiplied times the Dilution Factor (as defined in
      the Warrant) on the date of declaration or payment.

      Section  5.4.  Access.   The  Company  will  allow,  and  will  cause  its
subsidiaries  to  allow,  any  holder  of  the  Warrant  or  proposed  Permitted
Transferee (as defined in the Warrant),  and their  respective  representatives,
upon two Business Days prior telephonic  notice, to visit and inspect any of its
property,  to  examine  its books of record  and  account,  and to  discuss  its
affairs,  finances and accounts  with its  officers,  provided,  (i) such person
signs a customary confidentiality agreement if requested by the Company and (ii)
the examination  will not  unreasonably  disrupt,  in any material  manner,  the
operations of the Company.

      Section 5.5. Rule 144  Reporting.  The Company  agrees that from and after
the date it registers any class of its  securities  under Section 12(b) or 12(g)
of the Exchange Act, it shall use its commercially reasonable efforts to:

           (a) Make and keep "adequate public information"  available,  as those
      terms are understood and defined in Rule 144 under the Securities  Act, at
      all times from and after the date hereof, and

           (b) File with the Commission in a timely manner all reports and other
      documents  required  of the  Company  under  the  Securities  Act  and the
      Exchange Act.


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<PAGE>


                    ARTICLE VI. THE COMPANY'S INDEMNIFICATION

     Section 6.1. Indemnification.  The Company will indemnify and hold harmless
Purchaser,   and  its  respective  officers,   directors,   employees,   agents,
representatives and affiliates (collectively "Indemnitees") from and against any
and  all  expenses,  claims,  charges,  losses,  damages,  fines  or  penalties,
including without limitation reasonable attorneys' fees incurred in defending or
resisting any claims,  actions or  proceedings  or in enforcing  this  indemnity
(hereinafter "Damages"), that an Indemnitee may suffer, sustain, incur or become
subject  to,  whether  directly  or  indirectly,  arising  out of,  based  upon,
resulting from any violation or inaccuracy of any  representations,  warranties,
obligations or covenants of the Company set forth in this  Agreement  other than
with respect to Damages  resulting  from  Purchaser's  own gross  negligence  or
willful misconduct.

                             ARTICLE VII. PUT OPTION

     Section  7.1.  Purchaser's  Option  to Cause  Purchase.  From and after the
earlier to occur of the three-year  anniversary of the Closing Date and the date
the Note is paid in full ("Commencement  Date") but before the fifth anniversary
of the Closing,  Purchaser  shall have the right and option to cause the Company
to purchase all (and not any portion) of the Warrant, in the following manner:

           (a) Put Exercise Notice. In order to exercise its right and option to
      cause the Company to purchase the Warrant, the Purchaser desiring to cause
      the Company to purchase  the Warrant (a "Selling  Holder"),  shall  notify
      ("Put  Exercise  Notice") the Company of its intent to sell the Warrant to
      the Company.  The Put Exercise  Notice shall specify the proposed  closing
      date of such purchase  which shall be a Business Day at least fifteen (15)
      and no more  than  forty-five  (45)  Business  Days  from the date of such
      notice.

           (b) Purchase Price. The purchase price (the "Put Purchase Price") for
      the Warrant shall be the lesser of (i)  $2,500,000 or (ii) an amount equal
      to the amount when  aggregated  with all amounts  received by Purchaser as
      interest (including, without limitation, interest on past due principal or
      interest)  on the  Advances and all other Loans (as such terms are defined
      in the Loan  Agreement)  made pursuant to the Loan Agreement and all other
      amounts received by Purchaser  pursuant to the terms of the Loan Agreement
      and  which  constitutes  interest  pursuant  to  Chapter  305 of the Texas
      Finance Code shall equal the amount of money Purchaser would have received
      as interest  if such  Advances  and other Loans had borne  interest at the
      rate of eighteen percent (18%) per annum calculated on the basis of a year
      of 365 or 366 days, as the case may be, from the  respective  date of each
      Advance or other Loan through the date of repayment thereof.

           (c) Closing.  The closing  shall be held at the  principal  executive
      offices of the Company at 10:00 a.m.,  local time on the date specified in
      the Put  Exercise  Notice,  or such  other  time and place as the  Selling
      Holder and the Company shall agree in writing. At the closing, the Company
      shall pay the Selling Holder the purchase price by cashier's check or wire
      transfer of immediately  available funds. The Selling Holder shall deliver
      the Warrant duly endorsed for transfer to the Company.


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<PAGE>


          (d) Purchaser's  Representations and Warranties.  At the closing,  the
     Selling  Holder shall make customary  representations  and warranties as to
     the   following,   and  shall  not  be  required  to  make  any  additional
     representations or warranties:

               (i) That Selling  Holder has the power and  authority to transfer
          the Warrant to the Company;

               (ii) That the transfer of the Warrant has been duly authorized by
          the Selling Holder; and

               (iii) That the Warrant  will be  transferred  to the Company free
          and clear of any liens, claims, pledges, and encumbrances

          (e) Company's  Representations  and  Warranties.  At the closing,  the
     Company  shall make  customary  representations  and  warranties  as to the
     following, and shall not be required to make any additional representations
     or warranties:

               (i) That the Company has the power and  authority to purchase the
          Warrant from the Selling Holder;

               (ii) That the purchase of the Warrant has been duly authorized by
          the Company;

               (iii) That the  purchase  of the  Warrant is in  compliance  with
          applicable state corporate laws governing the Company's  repurchase of
          its securities;

               (iv) That the Warrant is not being  purchased  with a view toward
          distribution in violation of applicable securities laws; and

               (v) That  purchase  of the  Warrant  does not render the  Company
          insolvent.

      Section 7 .2. Restrictions on Company's Ability to Purchase.

          (a)  Dividend  Restriction.  Whenever  the  Warrant is  required to be
     purchased by the Company  pursuant to this Agreement,  if the Company shall
     not be able  lawfully to purchase  the entire  Warrant on the closing  date
     under the  provisions  of  applicable  state  corporate  law  dealing  with
     impairment of surplus,  the Company  shall  purchase on the closing date so
     much of the Warrant as it may lawfully  purchase.  In the event the Company
     purchases  less  than all of the  Warrant  on the  closing  date,  then the
     Company shall not,  without the written consent of the Selling Holder,  pay
     dividends,  distributions  or other payments to any stockholder or make any
     loans to stockholders,  other than reasonable salary and benefits payments,
     until the  remainder  of the Warrant is purchased  in  accordance  with the
     terms of this Agreement.

          (b)  Restrictions  on Certain Capital  Transactions.  The Company will
     not, without the written consent of the holder of the Warrant, increase the
     par value of any Shares or effect a  transfer  from the  retained  earnings
     account of the Company to the capital or additional paid

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<PAGE>


      in capital  accounts of the Company if, at the time of such  transfer  and
      after giving effect  thereto and to any  concurrent  or then  contemplated
      transactions,  the  ability  of the  Company  to  lawfully  discharge  its
      obligations to purchase the Warrant  pursuant to this  Agreement  would be
      materially or adversely impaired.

           (c)  Continuing  Obligation.  If the Company is unable on the closing
      date  lawfully to  purchase  all of the  Warrant,  the  obligation  of the
      Company to purchase such portion of the Warrant that the Company could not
      lawfu1ly  purchase  shall  continue  until  such time as the  Company  may
      lawfully discharge such obligation;  provided,  however, that the purchase
      price shall be  increased  by an amount  equal to interest on the purchase
      price at the rate of 14% per annum.

                           ARTICLE VIII. MISCELLANEOUS

     Section  8.1.  Governing  Law.  This  Agreement  shall be  governed  in all
respects by the internal laws of the state of Texas.

     Section 8.2.  Survival.  The  representations.,  warranties,  covenants and
agreements made herein shall survive any investigation made by Purchaser and the
closing of the transactions contemplated hereby.

     Section 8.3.  Successors and Assigns.  Except as otherwise provided herein,
the  provisions  hereof shall inure to the benefit of, and be binding upon,  the
successors  and assigns of the parties  hereto.  Neither this  Agreement nor the
Purchaser's rights hereunder may be transferred or assigned,  except to a person
to whom the Warrant is  transferred  or assigned  pursuant to Section 5.1 of the
Warrant.

     Section 8.4.  Entire  Agreement,  Amendment.  This  Agreement and the other
documents  delivered  pursuant  hereto at the  Closing  constitute  the full and
entire  understanding  and  agreement  between  the  parties  with regard to the
subjects hereof and thereof,  and no party shall be liable or bound to any other
party in any manner by any warranties,  representations  or covenants  except as
specifically set forth herein or therein.  Except as expressly  provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written  instrument  signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.

     Section 8.5. Notices, etc. All notices and other communications required or
permitted  hereunder  shall be in writing and shall be mailed by  registered  or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed (a) if to Purchaser,  at 1000  Louisiana,  Suite 600,  Houston,  Texas
77002:  with a copy to Henderson & Hammon,  L.L.P.,  1201 Louisiana,  Suite 550,
Houston, Texas 77002,  Attention:  J. Randle Henderson, or at such other address
as Purchaser  shall have  furnished to the Company in writing,  or (b) if to any
other holder of the Warrant or Shares,  at such address as the holder shall have
furnished  the Company in writing,  or, until the holder so furnishes an address
to the Company, then to and at the address of the last holder of such Warrant or
Shares who has so furnished an address to the Company, or (c) if to the Company,
914 N.W. 73rd Street,  Oklahoma City, OK 73116,  or at such other address as the
Company shall have furnished to


                                       9
<PAGE>

Purchaser.

     Section 8.6. Delays or Omissions.  Except as expressly  provided herein, no
delay or omission to exercise any right,  power or remedy accruing to any holder
of the  Warrant or any Shares,  upon any breach or default of the Company  under
this Agreement,  shall impair any such right,  power or remedy of the holder nor
shall it be  construed  to be a waiver  of any such  breach  or  default,  or an
acquiescence  therein,  or of or in any  similar  breach or  default  thereafter
occurring;  nor shall any  waiver of any  single  breach or  default be deemed a
waiver of any other breach or default theretofore or thereafter  occurring.  Any
waiver,  permit, consent or approval of any kind or character on the part of any
holder of any breach or default under this Agreement,  or any waiver on the part
of any holder of any  provisions  or conditions  of this  Agreement,  must be in
writing and shall be effective only to the extent specifically set forth in such
writing.  All  remedies,  either  under this  Agreement  or by law or  otherwise
afforded to any holder, shall be cumulative and not alternative.

     Section 8.7. Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which  shall be an  original,  and all of which  together
shall constitute one agreement.

     Section  8.8.  Severability.  In the  event  that  any  provision  of  this
Agreement  becomes or is declared  by a court of  competent  jurisdiction  to be
illegal,  unenforceable or void, this Agreement shall continue in full force and
effect  without said  provision;  provided  that no such  severability  shall be
effective if it materially changes the economic benefit of this Agreement to any
party.

     Section 8.9.  Titles and  Subtitles.  The titles and subtitles used in this
Agreement are used for convenience  only and are not considered in construing or
interpreting this Agreement.

     Section  8.10  Specific  Performance.  The  Company  acknowledges  that any
breaches of the  agreements and covenants  contained in of this Agreement  would
cause irreparable injury to Purchaser for which Purchaser would have no adequate
remedy at law. In addition to any other  remedy that  Purchaser  may be entitled
to, the parties agree that Purchaser shall be entitled to the remedy of specific
performance.

     Section 8.11 Limitation of Liability.  No provision  hereof, in the absence
of  affirmative  action by  Purchaser  or holder of the Warrant to exercise  the
Warrant and purchase the Registration Shares (as defined in the Warrant), and no
enumeration herein of the rights or privileges of Purchaser or the holder of the
Warrant  shall  give rise to any  liability  of  Purchaser  or the holder of the
Warrant as a shareholder  of the Company  whether such  liability is asserted by
the Company, its creditors or others.

                                       10
<PAGE>














      The  foregoing  Agreement  is hereby  executed  as of the date first above
written.



                              QUEST RESOURCE CORPORATION


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


                              By:      /s/ Jerry D. Cash
                                    ------------------------------------
                                    Jerry D. Cash
                                    Treasurer/Chief Financial Officer



                              WELLS FARGO ENERGY CAPITAL, INC.


                              By:      /s/ Clayton Taylor
                                    ------------------------------------
                                    Clayton Taylor
                                    Assistant Vice President



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