Exhibit 4.4

                                                                  Execution Copy


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                     AMENDED AND RESTATED SECURITY AGREEMENT

                                       By

               QUEST CHEROKEE, LLC and QUEST RESOURCE CORPORATION,
                                  as Borrowers

                                       and

                           THE GUARANTORS PARTY HERETO

                                       and

                       GUGGENHEIM CORPORATE FUNDING, LLC,
                             as Administrative Agent

                             -----------------------


                          Dated as of February 7, 2006


================================================================================


<PAGE>


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----


PREAMBLE.......................................................................1


RECITALS.......................................................................1



AGREEMENT......................................................................2


                                    ARTICLE I


                         DEFINITIONS AND INTERPRETATION


SECTION 1.1.  DEFINITIONS.................................................-  2 -
SECTION 1.2.  INTERPRETATION..............................................- 10 -
SECTION 1.3.  RESOLUTION OF DRAFTING AMBIGUITIES..........................- 11 -
SECTION 1.4.  PERFECTION CERTIFICATE......................................- 11 -

                                   ARTICLE II


                    GRANT OF SECURITY AND SECURED OBLIGATIONS


SECTION 2.1.  GRANT OF SECURITY INTEREST..................................- 11 -
SECTION 2.2.  FILINGS.....................................................- 12 -


                                   ARTICLE III


                  PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
                            USE OF PLEDGED COLLATERAL


SECTION 3.1.  DELIVERY OF CERTIFICATED SECURITIES COLLATERAL..............- 13 -
SECTION 3.2.  PERFECTION OF UNCERTIFICATED SECURITIES
              COLLATERAL..................................................- 14 -
SECTION 3.3.  FINANCING STATEMENTS AND OTHER FILINGS;
              MAINTENANCE OF PERFECTED SECURITY INTEREST..................- 14 -
SECTION 3.4.  OTHER ACTIONS...............................................- 15 -
SECTION 3.5.  JOINDER OF ADDITIONAL GUARANTORS............................- 19 -
SECTION 3.6.  SUPPLEMENTS; FURTHER ASSURANCES.............................- 20 -


                                        i
<PAGE>


                                   ARTICLE IV


                    REPRESENTATIONS, WARRANTIES AND COVENANTS


SECTION 4.1.  TITLE.......................................................- 20 -
SECTION 4.2.  VALIDITY OF SECURITY INTEREST...............................- 21 -
SECTION 4.3.  DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL....- 21 -
SECTION 4.4.  OTHER FINANCING STATEMENTS..................................- 21 -
SECTION 4.5.  CHIEF EXECUTIVE OFFICE; CHANGE OF NAME;
              JURISDICTION OF ORGANIZATION................................- 21 -
SECTION 4.6.  LOCATION OF INVENTORY AND EQUIPMENT.........................- 22 -
SECTION 4.7.  DUE AUTHORIZATION AND ISSUANCE..............................- 22 -
SECTION 4.8.  CONSENTS, ETC...............................................- 22 -
SECTION 4.9.  PLEDGED COLLATERAL..........................................- 23 -
SECTION 4.10. INSURANCE...................................................- 23 -
SECTION 4.11. PAYMENT OF TAXES; COMPLIANCE WITH LAWS;
              CONTESTING LIENS; CLAIMS....................................- 23 -
SECTION 4.12. ACCESS TO PLEDGED COLLATERAL, BOOKS AND
              RECORDS; OTHER INFORMATION..................................- 23 -


                                    ARTICLE V


               CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL


SECTION 5.1.  PLEDGE OF ADDITIONAL SECURITIES COLLATERAL..................- 24 -
SECTION 5.2.  VOTING RIGHTS; DISTRIBUTIONS; ETC...........................- 24 -
SECTION 5.3.  DEFAULTS, ETC...............................................- 25 -
SECTION 5.4.  CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF
              EQUITY INTERESTS............................................- 26 -


                               ARTICLE VI


               CERTAIN PROVISIONS CONCERNING INTELLECTUAL
                           PROPERTY COLLATERAL


SECTION 6.1.  GRANT OF LICENSE............................................- 26 -
SECTION 6.2.  PROTECTION OF ADMINISTRATIVE AGENT'S SECURITY...............- 26 -
SECTION 6.3.  AFTER-ACQUIRED PROPERTY.....................................- 27 -
SECTION 6.4.  LITIGATION..................................................- 28 -


                                       ii
<PAGE>


                                   ARTICLE VII


                     CERTAIN PROVISIONS CONCERNING ACCOUNTS


SECTION 7.1.  MAINTENANCE OF RECORDS......................................- 28 -
SECTION 7.2.  [RESERVED]..................................................- 29 -
SECTION 7.3.  MODIFICATION OF TERMS, ETC..................................- 29 -
SECTION 7.4.  COLLECTION..................................................- 29 -


                                  ARTICLE VIII


                                    TRANSFERS


SECTION 8.1.  TRANSFERS OF PLEDGED COLLATERAL.............................- 30 -


                               ARTICLE IX


                                REMEDIES


SECTION 9.1.  REMEDIES....................................................- 30 -
SECTION 9.2.  NOTICE OF SALE..............................................- 32 -
SECTION 9.3.  WAIVER OF NOTICE AND CLAIMS.................................- 32 -
SECTION 9.4.  CERTAIN SALES OF PLEDGED COLLATERAL.........................- 32 -
SECTION 9.5.  NO WAIVER; CUMULATIVE REMEDIES..............................- 34 -
SECTION 9.6.  CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY..- 34 -


                                    ARTICLE X


            PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS;
                            APPLICATION OF PROCEEDS


SECTION 10.1. PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS.....- 35 -
SECTION 10.2. APPLICATION OF PROCEEDS.....................................- 35 -


                                   ARTICLE XI


                                  MISCELLANEOUS


                                      iii
<PAGE>


SECTION 11.1. CONCERNING ADMINISTRATIVE AGENT.............................- 35 -
SECTION 11.2. ADMINISTRATIVE AGENT MAY PERFORM;
              ADMINISTRATIVE AGENT APPOINTED
              ATTORNEY-IN-FACT............................................- 36 -
SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT....................- 37 -
SECTION 11.4. TERMINATION: RELEASE........................................- 37 -
SECTION 11.5. MODIFICATION IN WRITING.....................................- 37 -
SECTION 11.6. NOTICES.....................................................- 38 -
SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTIN AND
              SERVICE OF PROCESS; WAIVER OF JURY TRIAL....................- 38 -
SECTION 11.8. SEVERABILITY OF PROVISIONS..................................- 38 -
SECTION 11.9. EXECUTION IN COUNTERPARTS...................................- 38 -
SECTION 11.10.BUSINESS DAYS...............................................- 38 -
SECTION 11.11.WAIVER OF STAY..............................................- 38 -
SECTION 11.12.NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION................- 39 -
SECTION 11.13.NO CLAIMS AGAINST ADMINISTRATIVE AGENT......................- 39 -
SECTION 11.14.NO RELEASE..................................................- 39 -
SECTION 11.15.INDEBTEDNESS ABSOLUTE.......................................- 40 -


SIGNATURES...................................................................S-1


EXHIBIT 1           Form of Issuer's Acknowledgment
EXHIBIT 2           Form of Securities Pledge Amendment
EXHIBIT 3           Form of Joinder Agreement
EXHIBIT 4           Form of Control Agreement Concerning Securities Accounts
EXHIBIT 5           Form of Control Agreement Concerning Deposit Accounts
EXHIBIT 6           Form of Copyright Security Agreement
EXHIBIT 7           Form of Patent Security Agreement
EXHIBIT 8           Form of Trademark Security Agreement
EXHIBIT 9           Form of Bailee's Letter


                                       iv
<PAGE>


                     AMENDED AND RESTATED SECURITY AGREEMENT


            AMENDED AND RESTATED SECURITY AGREEMENT dated as of February 7, 2006
(as amended, amended and restated, supplemented or otherwise modified from time
to time in accordance with the provisions hereof, the "Agreement") made by QUEST
CHEROKEE, LLC, a Delaware limited liability company and QUEST RESOURCE
CORPORATION, a Ne-vada corporation (the "Borrowers") and THE GUARANTORS LISTED
ON THE SIGNATURE PAGES HERETO (the "Original Guarantors") OR FROM TIME TO TIME
PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "Additional Guarantors,"
and together with the Original Guarantors, the "Guarantors"), as pledgors,
assignors and debtors (the Borrow-ers, together with the Guarantors, in such
capacities and together with any successors in such Ca-pacities, the "Pledgors,"
and each, a "Pledgor"), in favor of GUGGENHEIM CORPORATE FUNDING, LLC, in its
capacity as administrative agent pursuant to the Credit Agreement (as
hereinafter defined), and as pledgEe; assignee and secured party (in such
capacities and together with any successors in such capacities, the
"Administrative Agent") for the benefit of the Secured Parties (as defined
be1ow).

                                R E C I T A L S:
                                - - - - - - - -

            A. The Borrowers, the Administrative Agent and the lending
institutions listed therein (the "Lenders") have, in connection with the
execution and delivery of this Agree-ment, entered into that certain Amended and
Restated Senior Credit Agreement, dated as of Feb-ruary 7, 2006 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), which amended and restated original Senior Credit Agreement
dated as of November 14, 2005 (the "Origina1 Credit Agreement").

            B. The Borrowers, the Lenders and the Administrative Agent and the
Admin-istrative Agent entered into a Security Agreement dated as of November 14,
2005 (the "Original Security Agreement") pursuant to which the Borrowers and
certain of their subsidiaries granted security interests in certain of their
assets to secure payment and performance of all of the In-debtedness (as
hereinafter defined) in connection with the Original Credit Agreement and have
agreed to amend and restate the Original Security Agreement in its entirety.

                               A G R E E M E N T:
                               - - - - - - - - -

            NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Pledgor and the Administrative Agent hereby agree that the
Original Security Agreement is hereby amended and restated in its entirety as of
the date hereof as follows:


<PAGE>
                                     - 2 -


                                   ARTICLE I

                         DEFINITIONS AND INTERPRETATION


            SECTION 1.1. Definitions.

            (a) Unless otherwise defined herein or in the Credit Agreement,
capitalized terms used herein that are defined in the UCC shall have the
meanings assigned to them in the UCC.

            (b) Terms used but not otherwise defined herein that are defined in
the Credit Agreement shall have the meanings given to them in the Credit
Agreement. Sections 1.04 and 1.05 of the Credit Agreement shall apply herein
mutatis mutandis.

            (c) The following terms shall have the following meanings:

            "Additional Guarantors" shall have the meaning assigned to such term
in the Pre-amble hereof.

            "Additional Pledged Interests" shall mean, collectively, with
respect to each Pledgor, (i) all options, warrants, rights, agreements,
additional membership, partnership or other equity interests of whatever class
of any issuer of Initial Pledged Interests or any interest in any such issuer,
together with all rights, privileges, authority and powers of such Pledgor
relating to such interests in each such issuer or under any Organizational
Document of any such issuer, and the certificates, instruments and agreements
representing such membership, partnership or other interests and any and all
interest of such Pledgor in the entries on the books of any financial
in-termediary pertaining to such membership, partnership or other equity
interests from time to time acquired by such Pledgor in any manner and (ii) all
membership, partnership or other equity in-terests, as applicable, of each
limited liability company, partnership or other entity (other than a
corporation) hereafter acquired or formed by such Pledgor and all options,
warrants, rights, agreements, additional membership, partnership or other equity
interests of whatever class of such limited liability company, partnership or
other entity, together with all rights, privileges, authority and powers of such
Pledgor relating to such interests or under any Organizational Document of any
such issuer, and the certificates, instruments and agreements representing such
membership, partnership or other equity interests and any arid all interest of
such Pledgor in the entries on the books of any financial intermediary
pertaining to such membership, partnership or other interests, from time to time
acquired by such Pledgor in any manner.

            "Additional Pledged Shares" shall mean, collectively, with respect
to each Pledgor, (i) all options, warrants, rights, agreements, additional
shares of capital stock of what-ever class of any issuer of the Initial Pledged
Shares or any other equity interest in any such is-suer, together with all
rights, privileges, authority and powers of such Pledgor relating to such
interests issued by any such issuer under any Organizational Document of any
such issuer, and the certificates, instruments and agreements representing such
interests and any and all interest of such Pledgor in the entries on the books
of any financial intermediary pertaining to such inter- ests, from time to time
acquired by such Pledgor iii any manner and (ii) all the issued and out-standing
shares of capital stock of each corporation hereafter acquired or formed by such
Pledgor and all options, warrants, rights, agreements or additional shares of
capital stock of whatever class of such corporation, together with all rights,
privileges, authority and powers of such Pledgor relating to such shares or
under any Organizational Document of such corporation, and the certificates,
instruments and agreements representing such shares and any and all interest of
such Pledgor in the entries on the books of any financial intermediary
pertaining to such shares, from time to time acquired by such Pledgor in any
manner.


<PAGE>
                                     - 3 -


            "Administrative Agent" shall have the meaning assigned to such term
in the Pre-amble hereof.

            "Agreement" shall have the meaning assigned to such term in the
Preamble hereof.

            "As-extracted collateral" shall mean (a) oil, gas, or other minerals
that are subject to a security interest that: (i) is created by a debtor having
an interest in the minerals before ex-traction; and (ii) attaches to the
minerals as extracted; or (b) accounts arising out of the sale at the wellhead
or minehead of oil, gas, or other minerals in which the debtor had an interest
before extraction.

            "Bailee Letter" shall be an agreement in form substantially similar
to Exhibit 9 annexed hereto.

            "Bankruptcy Code" means Title 11 of the United States Code entitled
"Bank-ruptcy," as amended and any successor statute thereto.

            "Borrowers" shall have the meaning assigned to such term in the
Preamble hereof.

            "Claims" shall mean any and all property and other taxes,
assessments and special assessments, levies, fees and all governmental charges
imposed upon or assessed against, and landlords', carriers', mechanics',
workmen's, repairmen's, laborers', materialmen's, suppliers' and warehousemen's
Liens and other claims arising by operation of law against, all or any por-tion
of the Pledged Collateral.

            "Collateral Account" shall mean a collateral account or sub-account
established and maintained by the Administrative Agent to collect proceeds of
collateral and all property from time to time on deposit in the Collateral
Account.

            "Commodity Account Control Agreement" shall mean a commodity account
con-trol agreement in a form that is reasonably satisfactory to the
Administrative Agent and Pledgor.


<PAGE>
                                      - 4 -


            "Contested Liens" shall mean, collectively, any Liens incurred in
respect of any Claims to the extent that the amounts owing in respect thereof
are not yet delinquent or are being contested and otherwise comply with the
provisions of Section 4.11 hereof; provided, however, that such Liens shall in
all respects be subject and subordinate in priority to the Lien and security
interest created by this Agreement, except if and to the extent that the law or
regulation creating, permitting or authorizing such Lien provides that such Lien
must be superior to the Lien and se-curity interest created and evidenced
hereby.

            "Contracts" shall mean, collectively, with respect to each pledgor,
all sale, ser- vice, performance, equipment or property lease contracts,
agreements and grants and all other contracts, agreements or grants (in each
ease, whether written or oral, or third party or intercom-pany), between such
Pledgor and third parties, and all assignments, amendments, restatements,
supplements, extensions, renewals, replacements or modifications thereof.

            "Control" shall mean (i) in the case of each Deposit Account,
"control," as such term is defined in Section 9-104 of the UCC, and (ii) in the
case of any Security Entitlement, "control," as such term is defined in Section
8-106 of the UCC and (iii) in the case of any Com-modity Contract, "control," as
such term is defined in Section 9-106 of the UCC.

            "Control Agreements" shall mean, collectively, the Deposit Account
Control Agreement, the Securities Account Control Agreement and the Commodity
Account Control Agreement.

            "Copyrights" shall mean, collectively, with respect to each Pledgor,
all copyrights (whether statutory or common law, whether established or
registered in the United States or any other country or any political
subdivision thereof; whether registered or unregistered and whether published or
unpublished) and all copyright registrations and applications made by such
Pledgor, in each case, whether now owned or hereafter created or acquired by or
assigned to such Pledgor, together with any and all (i) rights and privileges
arising under applicable law with respect to such Pledgor's use of such
copyrights, (ii) reissues, renewals, continuations and extensions thereof, (iii)
income, fees, royalties, damages, claims and payments now or hereafter due
and/or payable with respect thereto, including damages and payments for past,
present or future in-fringements thereof, (iv) rights corresponding thereto
throughout the world and (v) rights to sue for past, present or future
infringements thereof.

            "Copyright Security Agreement" shall mean an agreement substantially
in the form annexed hereto as Exhibit 6.

            "Credit Agreement" shall have the meaning assigned to such term in
Recital A hereof.

            "Deposit Account Control Agreement" shall mean an agreement
substantially in the form annexed hereto as Exhibit 5 or such other form that is
reasonably satisfactory to the Administrative Agent and Pledgor.


<PAGE>
                                     - 5 -


            "Deposit Accounts" shall mean, collectively, with respect to each
Pledgor, (i) all "deposit accounts" as such term is defined in the UCC and in
any event shall include the LC Sub-Account and the Collateral Account and all
accounts and sub-accounts relating to any of the foregoing accounts and (ii) all
cash, funds, checks, notes and instruments from time to time on deposit in any
of the accounts or sub-accounts described in clause (i) of this definition.

            "Distributions" shall mean, collectively, with respect to each
Pledgor, all divi-dends, cash, options, warrants, rights, instruments,
distributions, returns of capital or principal, income, interest, profits and
other property, interests (debt or equity) or proceeds, including as a result of
a split, revision, reclassification or other like change of the Pledged
Securities, from time to time received, receivable or otherwise distributed to
such Pledgor in respect of or in exchange for any or all of the Pledged
Securities or Intercompany Notes.

            "Excluded Property" shall mean Special Property other than the
following:

            (a) the tight to receive any payment of money (including Accounts,
      General Intangibles and Payment Intangibles) or any other rights referred
      to in Sections 9-406(f), 9-407(a) or 9-408(a) of the UCC to the extent
      that such sections of the UCC are effective to limit the prohibitions
      which make such property "Special Property"; and

            (b) any Proceeds, substitutions or replacements of any Special
      Property (unless such Proceeds, substitutions or replacements would
      constitute Special Property).

            "General Intangibles" shall mean, collectively, with respect to each
Pledgor, all "general intangibles," as such term is defined in the UCC, of such
Pledgor and, in any event, shall include (i) all of such Pledgor' s rights,
title and interest in, to and under all insurance poli-cies and Contracts, (ii)
all know-how and warranties relating to any of the Pledged Collateral or the
Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and
causes of ac-tion of such Pledgor against any other person and the benefits of
any and all collateral or other security given by any other person in connection
therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any
of the Pledged Collateral or any of the Mortgaged Property, (v) all lists,
books, records, correspondence, ledgers, printouts, files (whether in printed
form or stored electronically), tapes and other papers or materials containing
information relating to any of the Pledged Collateral or any of the Mortgaged
Property, including all customer or tenant lists, identification of suppliers,
data, plans, blueprints, specifications, designs, drawings, appraisals, recorded
knowledge, surveys, studies, engineering reports, test reports, manuals,
standards, proc-essing standards, performance standards, catalogs, research
data, computer and automatic ma-chinery software and programs and the like,
field repair data, accounting information pertaining to such Pledgor's
operations or any of the Pledged Collateral or any of the Mortgaged Property and
all media in which or on which any of the information or knowledge or data or
records may be recorded or stored and all computer programs used fur the
compilation or printout of such in-formation, knowledge, records or data, (vi)
all licenses, consents, permits, variances, certifica-tions, authorizations and
approvals, however characterized, of any Governmental Authority (or any person
acting on behalf of a Governmental Authority) now or hereafter acquired or held
by such Pledgor pertaining to operations now or hereafter conducted by such
Pledgor or any of the Pledged Collateral or any of the Mortgaged Property
including building permits, certificates of occupancy, environmental
certificates, industrial permits or licenses and certificates of operation and
(vii) all rights to reserves, deferred payments, deposits, refunds,
indemnification of claims to the extent the foregoing relate to any Pledged
Collateral or Mortgaged Property and claims for tax or other refunds against any
Governmental Authority relating to any Pledged Collateral or any of the
Mortgaged Property.


<PAGE>
                                     - 6 -


            "Goodwill" shall mean, collectively, with respect to each Pledge;
the goodwill connected with such Pledgor's business including (i) all goodwill
connected with the use of and symbolized by any Trademark or Trademark License
in which such Pledgor has any interest, (ii) all know-how, trade secrets,
customer and supplier lists, proprietary information, inventions, methods,
procedures, formulae, descriptions, compositions, technical data, drawings,
specifica-tions, name plates, catalogs, confidential information and the right
to limit the use or disclosure thereof by ally person, pricing and cost
information, business and marketing plans and proposals. consulting agreements,
engineering contracts and such other assets which relate to such goodwill and
(iii) all product lines of such Pledgor's business.

            "Guarantors" shall have the meaning assigned to such tent in the
Preamble hereof.

            "Initial Pledged Interests" shall mean, with respect to each
Pledgor, all membership, partnership or other equity interests (other than in a
corporation), as applicable, of each issuer described in Schedule 11 annexed to
the Perfection Certificate, together with all rights, privileges, authority and
powers of such Pledgor in and to each such issuer or under any Organizational
Document of each such issuer, and the certificates, instruments and agreements
representing such membership, partnership or other interests and any and all
interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such membership, partnership or other interests.

            "Initial Pledged Shares" shall mean, collectively, with respect to
each Pledgor, the issued and outstanding shares of capital stock of each issuer
described in Schedule 11 annexed to the Perfection Certificate together with all
rights, privileges, authority and powers of such Pledgor relating to such
interests in each such issuer or under any Organizational Document of each such
issuer, and the certificates, instruments and agreements representing such
shares of capital stock and any and all interest of such Pledgor in the entries
on the books of any financial intermediary pertaining to the Initial Pledged
Shares.

            "Instruments" shall mean, collectively, with respect to each
Pledgor, all "instruments," as such term is defined in Article 9, rather than
Article 3, of the 0CC, and shall include all promissory notes, drafts, bills of
exchange or acceptances.


<PAGE>
                                     - 7 -


            "Intellectual Property Collateral" shall mean, collectively, the
Patents, Trademarks, Copyrights, Licenses and Goodwill.

            "Intercompany Notes" shall mean, with respect to each Pledgor, all
intercompany notes described in Schedule 12 annexed to the Perfection
Certificate and intercompany notes hereafter acquired by such Pledgor and all
certificates, instruments or agreements evidencing such intercompany notes, and
all assignments, amendments, restatements, supplements, extensions, renewals,
replacements or modifications thereof to the extent permitted pursuant to the
terms hereof.

            "Investment Property" shall mean a security, whether certificated or
uncertificated, Security Entitlement, Securities Account, Commodity Contract or
Commodity Account, excluding, however, the Securities Collateral.

            "Joinder Agreement" shall mean an agreement substantially in the
form annexed hereto as Exhibit 3.

            "Lenders" shall have the meaning assigned to such term in Recital A
hereof.

            "Licenses" shall mean, collectively, with respect to each Pledgor,
all license and distribution agreements with, and covenants not to sue, any
other party with respect to any Patent, Trademark or Copyright or any other
patent, trademark or copyright, whether such Pledgor is a licensor or licensee,
distributor or distributee under any such license or distribution agreement,
together with any and all (i) renewals, extensions, supplements and
continuations thereof, (ii) income, fees, royalties, damages, claims and
payments new and hereafter due and/or payable thereunder and with respect
thereto including damages and payments for past, present or future infringements
or violations thereof, (iii) rights to sue for past, present and future
infringements or violations thereof and (iv) other rights to use, exploit or
practice any or all of the Patents, Trademarks or Copyrights or any other
patent, trademark or copyright.

            "Mortgaged Property" shall have the meaning assigned to such term in
the Mortgages.

            "Organizational Documents" shall mean, with respect to any person,
(i) in the case of any corporation, the certificate of incorporation and by-laws
(or similar documents) of such person, (ii) in the case of any limited liability
company, the certificate of formation and operating agreement (or similar
documents) of such person, (iii) in the case of any limited partnership, the
certificate of formation and limited partnership agreement (or similar
documents) of such person, (iv) in the case of any general partnership, the
partnership agreement (or similar document) of such person and (v) in any other
case, the functional equivalent of the foregoing.

            "Original Guarantors" shall have the meaning assigned to such term
in the Preamble hereof.


<PAGE>
                                     - 8 -


            "Patents" shall mean, collectively, with respect to each Pledgor,
all patents issued or assigned to and all patent applications and registrations
made by such Pledgor (whether established or registered or recorded in the
United States or any other country or any political subdivision thereon,
together with any and all (i) rights and privileges arising under applicable law
with respect to such Pledgor's use of any patents, (ii) inventions and
improvements described and claimed therein, (iii) reissues, divisions,
continuations, renewals, extensions and continuations-in-part thereof, (iv)
income, fees, royalties, damages, claims and payments now or hereafter due
and/or payable thereunder and with respect thereto including damages and
payments for past, present or future infringements thereof, (v) rights
corresponding thereto throughout the world and (vi) rights to sue for past,
present or future infringements thereof.

            "Patent Security Agreement" shall mean an agreement substantially in
the form annexed hereto as Exhibit 7.

            "Perfection Certificate" shall mean that certain perfection
certificate dated November 14, 2005, executed and delivered by each Pledgor in
favor of the Administrative Agent for the benefit of the Secured Parties, and
each other Perfection Certificate (which shall be in form and substance
reasonably acceptable to the Administrative Agent) executed and delivered by the
applicable Guarantor in favor of the Administrative Agent for the benefit of the
Scoured Parties contemporaneously with the execution and delivery of each
Joinder Agreement executed in accordance with Section 3.5 hereof, in each case,
as the same may be amended, amended and restated, supplemented or otherwise
modified from time to time in accordance with the Credit Agreement or upon the
reasonable request of the Administrative Agent.

            "Pledge Amendment" shall have the meaning assigned to such term in
Section 5.1 hereof.

            "Pledged Collateral" shall have the meaning assigned to such term in
Section 2.1 hereof.

            "Pledged Interests" shall mean, collectively, the Initial Pledged
Interests and the Additional Pledged Interests; provided, however, that to the
extent applicable, Pledged Interests shall not include any interest which is not
required to be pledged pursuant to the Credit Agreement.

            "Pledged Securities" shall mean, collectively, the Pledged
Interests, the Pledged Shares and the Successor Interests.

            "Pledged Shares" shall mean, collectively, the Initial Pledged
Shares and the Additional Pledged Shares.

            "Pledgor" shall have the meaning assigned to such term in the
Preamble hereof.


<PAGE>
                                     - 9 -


            "Secured Parties" shall mean, collectively, the Administrative
Agent, each other Agent, the Lenders, their Affiliates and each party to a Swap
Agreement that is included within the definition of Indebtedness.

            "Securities Account Control Agreement" shall mean an agreement
substantially in the form annexed hereto as Exhibit 4 or such other form that is
reasonably satisfactory to the Administrative Agent and Pledgor.

            "Securities Collateral" shall mean, collectively, the Pledged
Securities, the Intercompany Notes and the Distributions.

            "Special Property" shall mean:

            (a) any permit, lease or license held by any Pledgor that validly
      prohibits the creation by such Pledgor of a security interest therein;

            (b) any permit, lease or license held by any Pledgor to the extent
      that any Governmental Requirement applicable thereto prohibits the
      creation of a security interest therein;

            (c) Equipment owned by any Pledgor on the date hereof or hereafter
      acquired that is subject to a Lien securing a Capital Lease or purchase
      money obligation permitted to be incurred pursuant to the provisions of
      the Credit Agreement if the contract or other agreement in which such Lien
      is granted (or the documentation providing for such Capital Lease or
      purchase money obligation) validly prohibits the creation of any other
      Lien on such Equipment; and

            (d) cash and cash equivalents which secure obligations under any
      Swap Agreement as permitted by Section 9.03(d) of the Credit Agreement and
      reimbursement obligations in connection with letters of credit as
      permitted by Section 9.03(f);

            (e) assets to the extent such assets were encumbered by Liens in
      existence an November 14, 2005 and shown on Schedule 7.14 to the Original
      Credit Agreement;

            (f) assets to the extent such assets are encumbered by Liens
      securing Permitted Refinancing Debt provided such assets constituted
      Special Property prior to the applicable refinancing; and

            (g) assets to the extent such assets are encumbered by Liens
      permitted by Section 9.03(i) provided such assets are not Oil and Gas
      Properties and further provided that the aggregate fair market value of
      such assets does not exceed $4,000,000.

provided, however, that in each case described in clauses (a), (b) and (c) of
this definition, such property shall constitute "Special Property" only to the
extent and for so long as such permit,lease, license, contract or other
agreement or Governmental Requirement applicable thereto validly prohibits the
creation of a Lien on such property in favor of the Administrative Agent and,
upon the termination of such prohibition (howsoever occurring, such property
shall cease to constitute "Special Property."


<PAGE>
                                     - 10 -


            "Successor Interests" shall mean, collectively, with respect to each
Pledgor, all shares of each class of the capital stock of the successor
corporation or interests or certificates of the successor limited liability
company, partnership or other entity owned by such Pledgor (unless such
successor is such Pledgor itself) formed by or resulting from any consolidation
or merger in which any person listed in Schedule 1(a) annexed to the Perfection
Certificate is not the surviving entity; provided, however, that to the extent
applicable, Successor Interest shall not include any shares or interests which
are not required to be pledged pursuant to the Credit Agreement.


            "Trademarks" shall mean, collectively, with respect to each Pledgor,
all trademarks (including service marks), slogans, logos, certification marks,
trade dress, uniform resource locations (URL's), domain names, corporate names
and trade names, whether registered or unregistered, owned by or assigned to
such Pledgor and all registrations and applications for the foregoing (whether
statutory or common law and whether established or registered in the United
States or any other country or any political subdivision thereof), together with
any and all (i) rights and privileges arising under applicable law with respect
to such Pledgor's use of any trademarks, (ii) reissues, continuations,
extensions and renewals thereof, (iii) income, fees, royalties, damages and
payments now and hereafter due and/or payable thereunder and with respect
thereto, including damages, claims and payments for past, present or future
infringements thereof, (iv) rights corresponding thereto throughout the world
and (v) rights to sue for past, present and future infringements thereof.


            "Trademark Security Agreement" shall mean an agreement substantially
in the form annexed hereto as Exhibit 8.


            "UCC" shall mean the Uniform Commercial Code as in effect on the
date hereof in the State of New York; provided, however, that if by reason of
mandatory provisions of law, any or all of the attachment, perfection or
priority of the Administrative Agent's and the Secured Parties' security
interest in any item or portion of the Pledged Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of
New York, the term "UCC" shall mean the Uniform Commercial Code as in effect on
the date hereof in such other jurisdiction for purposes of the provisions hereof
relating to such attachment, perfection or priority and for purposes of
definitions relating to such previsions.

            SECTION 1.2. Interpretation. The rifles of interpretation specified
in the Credit Agreement (including Section 1.03 thereof) shall be applicable to
this Agreement.


<PAGE>
                                     - 11 -


            SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor
acknowledges and agrees that it was represented by counsel in connection with
the execution and delivery hereof, that it and its counsel reviewed and
participated in the preparation and negotiation hereof and that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party (i.e., the Administrative Agent) shall not be employed in the
interpretation hereof.

            SECTION 1.4. Perfection Certificate. The Administrative Agent and
each Secured Party agree that the Perfection Certificate and all descriptions of
Pledged Collateral, schedules, amendments and supplements thereto are and shall
at all times remain a part of this Agreement.



                                   ARTICLE II

                    GRANT OF SECURITY AND SECURED OBLIGATIONS


            SECTION 2.1. Grant of Security Interest. As collateral security for
the payment and performance in ful of all the Indebtedness, each Pledgor hereby
pledges and grants to the Administrative Agent for the benefit of the Secured
Parties, a lien on and security interest in and to all of the right, title and
interest of such Pledgor in, to and under the following property, wherever
located, whether now existing or hereafter arising or acquired from time to Lime
(collectively, the "Pledged Collateral"):

            (i)   all Accounts;

            (ii)  all Equipment, Goods, Inventory and Fixtures;

            (iii) all Documents, Instruments and Chattel Paper;

            (iv)  all Letters of Credit and Letter-of-Credit Rights;

            (v)   all Securities Collateral;

            (vi)  all Collateral Accounts;

            (vii) all Investment Property;

            (viii) all Intellectual Property Collateral;

            (ix)  the Commercial Tort Claims described on Schedule 15 to the
                  Perfection Certificate;


<PAGE>
                                     - 12 -


            (x)   all General Intangibles;

            (xi)  all Deposit Accounts;

            (xii) all extracted collateral;

            (xiii) all Supporting Indebtedness;

            (xiv) all books and records relating to the Pledged Collateral; and

            (xv)  to the extent not covered by clauses (i) through (xiv) of this
                  sentence, all other personal property of such Pledgor, whether
                  tangible or intangible, and all Proceeds and products of each
                  of the foregoing and all accessions to, substitutions and
                  replacements for, and rents, profits and products of, each of
                  the foregoing, and any and all Proceeds of any insurance,
                  indemnity, warranty or guaranty payable to such Pledgor from
                  time to time with respect to any of the foregoing.


            Notwithstanding anything to the contrary contained in clauses (i)
through (xv) above, the security interest created by this Agreement shall not
extend to, and the term "Pledged Collateral" shall not include, any Excluded
Property, and (i) the Pledgors shall from time to time (but no more frequently
than quarterly) at the request of the Administrative Agent give written notice
to the Administrative Agent identifying in reasonable detail the Special
Property (and stating in such notice that such Special Property constitutes
"Excluded Property") and shall provide to the Administrative Agent such other
information regarding the Special Property as the Administrative Agent may
reasonably request and (ii) from and after the Effective Date, no Pledgor shall
permit to become effective in any document creating, governing or providing for
any permit, lease or license, a provision that would prohibit the creation of a
Lien on such permit, lease or license in favor of the Administrative Agent
unless such Pledgor believes, in its reasonable judgment, that such prohibition
is usual and customary in transactions of such type.

            SECTION 2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes
the Administrative Agent at any time and from time to time to file in any
relevant jurisdiction any initial financing statements (including fixture
filings) and amendments thereto that contain the information required by Article
9 of the Uniform Commercial Code of each applicable jurisdiction for the filing
of any financing statement or amendment relating to the Pledged Collateral,
including (i) whether such Pledgor is an organization, the type of organization
and any organizational identification number issued to such Pledgor, (ii) any
financing or continuation statements or other documents without the signature of
such Pledgor where permitted by law, including the filing ala financing
statement describing the Pledged Collateral as "all assets in which the Pledgor
now owns or hereafter acquires rights" and (iii) in the case of a financing
statement filed as a fixture filing or covering Pledged Collateral constituting
oil, gas, minerals to be extracted, other As-extracted collateral or timber to
be cut, 4 sufficient description of the real property to which such Pledged
Collateral relates. Each Pledgor agrees to provide all information described in
the immediately preceding sentence to the Administrative Agent promptly upon
request.


<PAGE>
                                     - 13 -


            (b) Each Pledgor hereby ratifies its authorization for the
Administrative Agent to file in any relevant jurisdiction any initial financing
statements or amendments thereto relating to the Pledged Collateral if filed
prior to the date hereof.

            (c) Each Pledgor hereby further authorizes the Administrative Agent
to file filings with the United States Patent and Trademark Office or United
States Copyright Office (or any successor office or any similar office in any
other country), including this Agreement, the Copyright Security Agreement, the
Patent Security Agreement and the Trademark Security Agreement, or other
documents for the purpose of perfecting, confirming, continuing, enforcing or
protecting the security interest granted by such Pledgor hereunder, without the
signature of such Pledgor, and naming such Pledgor, as debtor, and the
Administrative Agent, as secured party.

                                   ARTICLE III

                  PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
                            USE OF PLEDGED COLLATERAL


            SECTION 3.1. Delivery of Certificated Securities Collateral. Each
Pledgor represents and warrants that all certificates, agreements or instruments
representing or evidencing the Securities Collateral in existence on the date
hereof have been delivered to the Administrative Agent in suitable form for
transfer by delivery or accompanied by duly executed instruments of transfer or
assignment in blank and that the Administrative Agent has a perfected first
priority security interest therein. Each Pledgor hereby agrees that all
certificates, agreements or instruments representing or evidencing Securities
Collateral acquired by such Pledgor after the date hereof shall promptly upon
receipt thereof by such Pledgor be delivered to and held by or on behalf of the
Administrative Agent pursuant hereto. All certificated Securities Collateral
shall be in suitable fern, for transfer by delivery or shall be accompanied by
duly executed instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to the Administrative Agent. The
Administrative Agent shall have the right, at any time upon the occurrence and
during the continuance of any Event of Default, to endorse, assign or otherwise
transfer to or to register in the name of the Administrative Agent or any of its
nominees or endorse for negotiation any or all of the Securities Collateral,
without any indication that such Securities Collateral is subject to the
security interest hereunder. In addition, upon the occurrence and during the
continuance of an Event of Default, the Administrative Agent shall have the
right at any time to exchange certificates representing or evidencing Securities
Collateral for certificates of smaller or larger denominations.


<PAGE>
                                     - 14 -


            SECTION 3.2. Perfection of Uncertificated Securities Collateral.
Each Pledgor represents and warrants that the Administrative Agent has a
perfected first priority security interest in all uncertificated Pledged
Securities pledged by it hereunder that are in existence on the date hereof Each
Pledgor hereby agrees that if any of the Pledged Securities are at any time not
evidenced by certificates of ownership, then each applicable Pledgor shall, to
the extent permitted by applicable law (i) if necessary or desirable to perfect
a security interest in such Pledged Securities, cause such pledge to be recorded
on the equityholder register or the books of the issuer, cause the issuer to
execute and deliver to the Administrative Agent an acknowledgment of the pledge
of such Pledged Securities substantially in the form of Exhibit 1 annexed
hereto, execute any customary pledge forms or other documents necessary or
appropriate to complete the pledge arid give the Administrative Agent the right
to transfer such Pledged Securities under the terms hereof and, upon request,
provide to the Administrative Agent an opinion of counsel, in form and substance
reasonably satisfactory to the Administrative Agent, confirming such pledge and
perfection thereof and (ii) use its commercially reasonable efforts to cause
such Pledged Securities to become certificated and delivered to the
Administrative Agent in accordance with the provisions of Section 3.1.

            SECTION 3.3. Financing Statements and Other Filings; Maintenance of
Perfected Security Interest. Each Pledgor represents and warrants that all
filings necessary to perfect the security interest granted by it to the
Administrative Agent in respect of the Pledged Collateral have been delivered to
the Administrative Agent in completed and, to the extent necessary or
appropriate, duly executed form for filing in each governmental, municipal or
other office specified in Schedule 7 annexed to the Perfection Certificate (to
the extent required to be listed on the schedules to the Perfection Certificate
as of the date this representation is made or deemed made). Each Pledgor agrees
that at the sole cost and expense of the Pledgors, (i) such Pledgor will
maintain the security interest created by this Agreement in the Pledged
Collateral as a perfected first priority security interest and shall defend such
security interest against the claims arid demands of all persons except Liens
permitted under the Credit Agreement, (ii) such Pledgor shall furnish to the
Administrative Agent from time to time (but no more frequently than quarterly)
statements and schedules further identifying and describing the Pledged
Collateral and such other reports in connection with the Pledged Collateral as
the Administrative Agent may reasonably request, all in reasonable detail and
(iii) at any time and from time to time, upon the written request of the
Administrative Agent, such Pledgor shall promptly and duly execute and deliver,
and file and have recorded, such further instruments and documents and take such
further action as the Administrative Agent may reasonably request for the
purpose of obtaining or preserving the full benefits of this Agreement and the
Lights and powers herein granted, including the filing of any financing
statements, continuation statements and other documents (including this
Agreement) under the Uniform Commercial Code (or other similar laws) in effect
in any jurisdiction with respect to the security interest created hereby and the
execution and delivery of Control Agreements, all in form reasonably
satisfactory to the Administrative Agent and in such offices (including the
United States Patent and Trademark Office and the United States Copyright
Office) wherever required by law to perfect, continue and maintain a valid,
enforceable, first priority security interest in the Pledged Collateral as
provided herein and to preserve the other rights and interests granted to the
Administrative Agent hereunder, as against third parties, with respect to the
Pledged Collateral.


<PAGE>
                                     - 15 -


            SECTION 3.4. Other Actions. In order to further insure the
attachment, perfection and priority of, and the ability of the Administrative
Agent to enforce, the Administrative Agent's security interest iii the Pledged
Collateral, each Pledgor represents and warrants (as to itself) as follows and
agrees, in each case at such Pledgor's own expense, to take the following
actions with respect to the following Pledged Collateral:

            (a) Instruments and Tangible Chattel Paper. (i) No amounts payable
      under or in connection with any of the Pledged Collateral are evidenced by
      any Instrument or Tangible Chattel Paper other than such Instruments and
      Tangible Chattel Paper listed in Schedule 12 annexed to the Perfection
      Certificate (to the extent required to be listed on the schedules to the
      Perfection Certificate as of the date this representation is made or
      deemed made) and (ii) each Instrument and each item of Tangible Chattel
      Paper listed in Schedule 12 annexed to the Perfection Certificate has been
      properly endorsed, assigned and delivered to the Administrative Agent,
      accompanied by instruments of transfer or assignment duly executed in
      blank. If any amount then payable under or in connection with any of the
      Pledged Collateral shall be evidenced by any Instrument or Tangible
      Chattel Paper; and such amount, together with all amounts payable
      evidenced by any Instrument or Tangible Chattel' Paper not previously
      delivered to the Administrative Agent exceeds $500,000 in the aggregate
      for all Pledgors, the Pledgor acquiring such Instrument or Tangible
      Chattel Paper shall forthwith endorse, assign and deliver the same to the
      Administrative Agent, accompanied by such instruments of transfer or
      assignment duly executed in blank as the Administrative Agent may from
      time to time specify.

            (b) Deposit Accounts. (i) Each Pledgor has neither opened nor
      maintains any Deposit Accounts other than the accounts listed in Schedule
      16 annexed to the Perfection Certificate (to the extent required to be
      listed on the schedules to the Perfection Certificate as of the date this
      representation is made or deemed made) and (ii) the Administrative Agent
      has a perfected first priority security interest in each Deposit Account
      listed in Schedule 16 annexed to the Perfection Certificate by Control to
      the extent a fully executed Deposit Account Control Agreement is in effect
      covering such Deposit Account. No Pledgor shall hereafter establish and
      maintain any Deposit Account unless (1) the applicable Pledgor shall have
      given the Administrative Agent 30 days' prior written notice of its
      intention to establish such new Deposit Account with a Bank, (2) such Bank
      shall be reasonably acceptable to the Administrative Agent and (3) if
      requested by the Administrative Agent, such Bank and such Pledgor shall
      have duly executed and delivered to (he Administrative Agent a Deposit
      Account Control Agreement with respect to such Deposit Account. Each
      Pledgor agrees that, with respect to each Deposit Account in existence on
      the date hereof and at the time it establishes any additional Deposit
      Accounts, it shall (to the extent requested by the Administrative Agent)
      enter into a duly authorized, executed and delivered Deposit Account
      Control Agreement with respect to such Deposit Account. The Administrative
      Agent agrees with each Pledgor that the Administrative Agent shall not
      give any instructions directing the disposition of funds from time to time
      credited to any Deposit Account or withhold any withdrawal rights from
      such Pledgor with respect to funds from time to time credited to any
      Deposit Account unless an Event of Default has occurred and is continuing.
      The provisions of this Section 3.4(b) shall not apply to the Collateral
      Account or any other Deposit Account for which the Administrative Agent is
      the Bank. No Pledgor shall grant Control of any Deposit Account to any
      person other than the Administrative Agent.


<PAGE>
                                     - 16 -


            (c) Investment Property. (i) Each Pledgor (1) has no Securities
      Accounts or Commodity Accounts other than those listed in Schedule 16
      annexed to the Perfection Certificate (to the extent required to be listed
      on the schedules to the Perfection Certificate as of the date this
      representation is made or deemed made) and the Administrative Agent has a
      perfected first priority security interest in such Securities Accounts and
      Commodity Accounts by Control, (2) does not hold, own or have any interest
      in any certificated securities or uncertificated securities other than
      those constituting Pledged Securities and those maintained in Securities
      Accounts or Commodity Accounts listed in Schedule 16 annexed to the
      Perfection Certificate (to the extent required to be listed on the
      schedules to the Perfection Certificate as of the date this representation
      is made or deemed made) and (3) as of the date hereof, has entered into a
      duly authorized, executed and delivered Securities Account Control
      Agreement or a Commodity Account Control Agreement with respect to each
      Securities Account or Commodity Account listed in Schedule 16 annexed to
      the Perfection Certificate, as applicable.

            (ii) If any Pledgor shall at any time hold or acquire any
      certificated securities constituting Investment Property, such Pledgor
      shall promptly (a) endorse, assign and deliver the same to the
      Administrative Agent, accompanied by such instruments of transfer or
      assignment duly executed in blank, all in form and substance reasonably
      satisfactory to the Administrative Agent or (b) deliver such securities
      into a Securities Account with respect to which a Control Agreement is in
      effect in favor of the Administrative Agent. If any securities BOW or
      hereafter acquired by any Pledgor constituting Investment Property are
      uncertificated and are issued to such Pledgor or its nominee directly by
      the issuer thereof, such Pledgor shall promptly notify the Administrative
      Agent thereof and pursuant to an agreement iii form and substance
      reasonably satisfactory to the Administrative Agent, either (a) cause the
      issuer to agree to comply with instructions from the Administrative Agent
      as to such securities, without further consent of any Pledgor or such
      nominee, (b) cause a Security Entitlement with respect to such
      uncertificated security to be held in a Securities Account with respect to
      which the Administrative Agent has Control or (c) arrange for the
      Administrative Agent to become the registered owner of the securities.
      Pledgor shall not hereafter establish and maintain any Securities Account
      or Commodity Account with any Securities Intermediary or Commodity
      Intermediary unless (1) the applicable Pledgor shall have given the
      Administrative Agent 30 days' prior written notice of its intention to
      establish such new Securities Account or Commodity Account with such
      Securities Intermediary or Commodity Intermediary, (2) such Securities
      Intermediary or Commodity Intermediary shall be reasonably acceptable to
      the Administrative Agent and (3) such Securities Intermediary or Commodity
      Intermediary, as the case may be, and such Pledgor shall have duly
      executed and delivered a Control Agreement with respect to such Securities
      Account or Commodity Account, as the case may be. Each Pledgor shall
      accept any cash and Investment Property in trust for the benefit of the
      Administrative Agent and within one (1) Business Day of actual receipt
      thereof, deposit any cash or Investment Property and any new securities,
      instruments, documents or other property by reason of ownership of the
      Investment Property (ether than payments of a kind described in Section
      7.4 hereof) received by it into a Deposit Account or Securities Account
      subject to Administrative Agent's Control. The Administrative Agent agrees
      with each Pledgor that the Administrative Agent shall not give any
      Entitlement Orders or instructions or directions to any issuer of
      uncertificated securities, Securities Intermediary or Commodity
      Intermediary, and shall not withhold its consent to the exercise of any
      withdrawal or dealing rights by such Pledgor, unless an Event of Default
      has occurred and is continuing, or, after giving effect to any such
      investment and withdrawal rights would occur. The provisions of this
      Section 3.4(c) shall not apply to any Financial Assets credited to a
      Securities Account for which the Administrative Agent is the Securities
      Intermediary. No Pledgor shall grant control over any Investment Property
      to any person other than the Administrative Agent.


<PAGE>
                                     - 17 -


            (iii) As between the Administrative Agent and the Pledgors, the
      Hedgers shall bear the investment risk with respect to the Investment
      Property arid Pledged Securities, and the risk of loss of, damage to, or
      the destruction of the Investment Property and Pledged Securities, whether
      in the possession of, or maintained as a security entitlement or deposit
      by, or subject to the control of, the Administrative Agent, a Securities
      Intermediary. Commodity Intermediary, any Pledgor or any other person;
      provided, however. that nothing contained in this Section 3.4(c) shall
      release or relieve any Securities Intermediary or Commodity Intermediary
      of its duties and obligations to the Pledgors or any other person under
      any Control Agreement or under applicable law. Each Pledgor shall promptly
      pay all Claims and fees of whatever kind or nature with respect to the
      Investment Property and Pledged Securities pledged by it under this
      Agreement. In the event any Pledgor shall fail to make such payment
      contemplated in the immediately preceding sentence, the Administrative
      Agent may do so for the account of such Pledgor and the Pledgors shall
      promptly reimburse and indemnify the Administrative Agent from all costs
      and expenses incurred by the Administrative Agent under this Section
      3.4(c) in accordance with Section 12.03 of the Credit Agreement.

            (d) Electronic Chattel Paper and Transferable Records. No amount
      under or in connection with any of the Pledged Collateral is evidenced by
      any Electronic Chattel Paper or any "transferable record" (as that term is
      defined in Section 201 of the Federal Electronic Signatures in Global and
      National Commerce Act, or in Section 16 of the Uniform Electronic
      Transactions Act as in effect in any relevant jurisdiction) other than
      such Electronic Chattel Paper and transferable records listed in Schedule
      12 annexed to the Perfection Certificate (to the extent required to be
      listed on the schedules to the Perfection Certificate as of the date this
      representation is made or deemed made). If any amount payable under or in
      connection with any of the Pledged Collateral shall be evidenced by any
      Electronic Chattel Paper or any transferable record, the Pledgor acquiring
      such Electronic Chattel Paper or transferable record shall promptly notify
      the Administrative Agent thereof and shall take such action as the
      Administrative Agent may reasonably request to vest in the Administrative
      Agent control under UCC Section 9-105 of such Electronic Chattel Paper or
      control under Section 201 of the Federal Electronic Signatures in Global
      and National Commerce Act or, as the case may be, Section 16 of the
      Uniform Electronic Transactions Act, as so in effect in such jurisdiction,
      of such transferable record. The requirement in the preceding sentence
      shall apply to the extent that such amount, together with all amounts
      payable evidenced by Electronic Chattel Paper or any transferable record
      in which the Administrative Agent has not been vested control within the
      meaning of the statutes described in this sentence exceeds $500,000 in the
      aggregate for all Pledgors. The Administrative Agent agrees with such
      Pledgor that the Administrative Agent will arrange, pursuant to procedures
      satisfactory to the Administrative Agent and so long as such procedures
      will not result in the Administrative Agent's loss of control, for the
      Pledgor to make alterations to the Electronic Chattel Paper or
      transferable record permitted under UCC Section 9-105 or, as the case may
      be, Section 201 of the Federal Electronic Signatures in Global and
      National Commerce Act or Section 16 of the Uniform Electronic Transactions
      Act for a party in control to allow without loss of control, unless an
      Event of Default has occurred and is continuing or would occur after
      taking into account any action by such Pledgor with respect to such
      Electronic Chattel Paper or transferable record.


<PAGE>
                                     - 18 -


            (e) Letter-of-Credit Rights. If any Pledgor is at any time a
      beneficiary under a Letter of Credit now or hereafter issued in favor of
      such Pledgor, other than a Letter of Credit issued pursuant to the Credit
      Agreement, such Pledgor shall promptly notify the Administrative Agent
      thereof and such Pledgor shall, at the request of the Administrative
      Agent, pursuant to an agreement in form and substance reasonably
      satisfactory to the Administrative Agent, either (i) arrange for the
      issuer and any confirmer of such Letter of Credit to consent to an
      assignment to the Administrative Agent of the proceeds of any drawing
      under the Letter of Credit or (ii) arrange for the Administrative Agent to
      become the transferee beneficiary of such Letter of Credit, with the
      Administrative Agent agreeing, in each case, that the proceeds of any
      drawing under the Letter of Credit are to be applied as provided in the
      Credit Agreement. The actions in the preceding sentence shall be taken to
      the extent that the amount under such Letter of Credit, together with all
      amounts under Letters of Credit for which the actions described above in
      clause (i) and (ii) have not been taken, exceeds $500,000 in the aggregate
      for all Pledgors.

            (f) Commercial Tort Claims. As of the date hereof each Pledgor
      hereby represents and warrants that it holds no Commercial Tort Claims
      other than those listed in Schedule 15 annexed to the Perfection
      Certificate (to the extent required to be listed on the schedules to the
      Perfection Certificate as of the date this representation is made or
      deemed made). If any Pledgor shall at any time hold or acquire a
      Commercial Tort Claim having a value together with all other Commercial
      Tort Claims of all Pledgors in which the Administrative Agent does not
      have a security interest in excess of $500,000 in the aggregate, such
      Pledgor shall immediately notify the Administrative Agent in writing
      signed by such Pledgor of the brief details thereof and grant to the
      Administrative Agent in such writing a security interest therein and in
      the Proceeds thereof, all upon the terms of this Agreement, with such
      writing to be in form and substance reasonably satisfactory to the
      Administrative Agent.


<PAGE>
                                     - 19 -


            (g) Landlord's Access Agreements/Bailee Letters. Each Pledgor shall,
      following the reasonable request of the Administrative Agent, use its
      commercially reasonable efforts to obtain as soon as practicable after the
      date of such request, with respect to each location required by the
      Administrative Agent, where such Pledgor maintains Pledged Collateral, a
      Bailee Letter and/or Landlord Access Agreement, as applicable, and use
      commercially reasonable efforts to obtain a Bailee Letter, Landlord Access
      Agreement and/or landlord's lien waiver, as applicable, from all such
      bailers and landlords, as applicable, who from time to time have
      possession of Pledged Collateral in the ordinary course of such Pledgor's
      business. A waiver of bailer's lien shall not be required if the value of
      the Pledged Collateral held by such bailee is less than $100,000, provided
      that the aggregate value of the Pledged Collateral held by all bailees who
      have not delivered a Bailee Letter is less than $500,000 in the aggregate.

            (h) Motor Vehicles. Upon the request of the Administrative Agent,
      each Pledgor shall deliver to the Administrative Agent originals of the
      certificates of title or ownership for the motor vehicles (and any other
      Equipment covered by Certificates of Title or ownership) owned by it with
      the Administrative Agent listed as lienholder therein. Such requirement
      shall apply to the Pledgors if any such motor vehicle (or any such other
      Equipment) is valued at over $50,000.

            SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall
cause each Subsidiary of Quest Resource Corporation which, from time to time,
after the date hereof shall be required to pledge any assets to the
Administrative Agent for the benefit of the Secured Parties pursuant to the
provisions of the Credit Agreement, (a) to execute and deliver to the
Administrative Agent (i) a Joinder Agreement substantially in the form of
Exhibit 3 annexed hereto within thirty (30) Business Days on which it was
acquired or created and (ii) a Perfection Certificate, in each case, within
thirty (30) Business Days of the date on which it was acquired or created or (b)
in the case of a Subsidiary organized outside of the United States required to
pledge any assets to the Administrative Agent, execute and deliver such
documentation as the Administrative Agent shall reasonably request and, in each
case, upon such execution and delivery, such Subsidiary shall constitute a
"Guarantor" and a "Pledgor" for all purposes hereunder with the same force and
effect as if originally named as a Guarantor and Pledgor herein. The execution
and delivery of such Joinder Agreement shall not require the consent of any
Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall
remain in full force and effect notwithstanding the addition of any new
Guarantor and Pledgor as a party to this Agreement.


<PAGE>
                                     - 20 -


            SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall
take such further actions, and execute and deliver to the Administrative Agent
such additional assignments, agreements, supplements, powers and instruments, as
the Administrative Agent may in its reasonable judgment deem necessary or
appropriate, wherever required bylaw, in order to perfect, preserve and protect
the security interest in the Pledged Collateral as provided herein and the
rights and interests granted to the Administrative Agent hereunder, to carry
into effect the purposes hereof or better to assure and confirm unto the
Administrative Agent the Pledged Collateral or permit the Administrative Agent
to exercise and enforce its rights, powers and remedies hereunder with respect
to any Pledged Collateral. Without limiting the generality of the foregoing,
each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or
deliver to the Administrative Agent from time to time upon reasonable request
such lists, descriptions and designations of the Pledged Collateral, copies of
warehouse receipts, receipts in the nature of warehouse receipts, bills of
lading, documents of title, vouchers, invoices, schedules, confirmatory
assignments, supplements, additional security agreements, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports and
other assurances or instruments as the Administrative Agent shall reasonably
request. If an Event of Default has occurred and is continuing, the
Administrative Agent may institute and maintain, in its own name or ill the name
of any Pledgor, such suits and proceedings as the Administrative Agent maybe
advised by counsel shall be necessary or expedient to prevent any impairment of
the security interest in or the perfection thereof in the Pledged Collateral.
All of the foregoing shall be at the sole cost and expense of the Pledgors.

                                   ARTICLE IV

                    REPRESENTATIONS, WARRANTIES AND COVENANTS


           Each Pledgor represents, warrants and covenants as follows:

            SECTION 4.1. Title. Except for the security interest granted to the
Administrative Agent for the ratable benefit of the Secured Parties pursuant to
this Agreement and Liens permitted under the Credit Agreement, such Pledgor owns
and, as to Pledged Collateral acquired by it from time to time after the date
hereof, will own the rights in each item of Pledged Collateral pledged by it
hereunder free and clear of any and all Liens or claims of others other than
Liens permitted under the Credit Agreement. In addition, no Liens or claims
exist on the Securities Collateral, other than as permitted by Section 9.03 of
the Credit Agreement. Such Pledgor has not filed, nor authorized any third party
to file a financing statement or other public notice with respect to all or any
part of the Pledged Collateral on file or of record in any public office, except
such as have been filed in favor of the Administrative Agent pursuant to this
Agreement or as are permitted by the Credit Agreement or financing statements or
public notices relating to the termination statements listed on Schedule 9 to
the Perfection Certificate. No person other than the Administrative Agent has
control or possession of all or any part of the Pledged Collateral, except as
permitted by the Credit Agreement.


<PAGE>
                                     - 21 -


            SECTION 4.2. Validity of Security Interest. The security interest in
and Lien on the Pledged Collateral granted to the Administrative Agent for the
benefit of the Secured Parties hereunder constitutes (a) a legal and valid
security interest in all the Pledged Collateral securing the payment and
performance of the Indebtedness, and (b) subject to the filings and other
actions described in Schedule 7 annexed to the Perfection Certificate (to the
extent required to be listed on the schedules to the Perfection Certificate as
of the date this representation is made or deemed made), a perfected security
interest in all the Pledged Collateral. The security interest and Lien granted
to the Administrative Agent for the benefit of the Secured Parties pursuant to
this Agreement in and on the Pledged Collateral will at all times constitute a
perfected, continuing security interest therein, subject only to Liens permitted
under the Credit Agreement.

            SECTION 4.3. Defense of Claims; Transferability of Pledged
Collateral. Each Pledgor shall, at its own cost and expense, defend title to the
Pledged Collateral pledged by it hereunder and the security interest therein and
Lien thereon granted to the Administrative Agent and the priority thereof
against all claims and demands of all persons, at its own cost and expense, at
any time claiming any interest therein adverse to the Administrative Agent or
any other Secured Party other than Liens permitted under the Credit Agreement
(other than Contested Liens). There is no agreement, and no Pledgor shall enter
into any agreement or take any other action, that would restrict the
transferability of any of the Pledged Collateral or otherwise impair or conflict
with such Pledgors' obligations or the rights of the Administrative Agent
hereunder.

            SECTION 4.4. Other Financing Statements. It has not filed, nor
authorized any third party to file (nor will there be any) valid or effective
financing statement (or similar state-mentor instrument of registration under
the law of any jurisdiction) covering or purporting to cover any interest of any
kind in the Pledged Collateral other than financing statements and other
statements and instruments relating to Liens permitted under the Credit
Agreement. So long as any of the Indebtedness remain unpaid, no Pledgor shall
execute, authorize or permit to be filed in any public office any financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) relating to any Pledged Collateral, except financing
statements and other statements and instruments filed or to be filed in respect
of and covering the security interests granted by such Pledgor to the holder of
the Liens permitted under the Credit Agreement.

            SECTION 4.5. Chief Executive Office; Change of Name; Jurisdiction of
Organization. (a) It shall comply with the provisions of Section 7.16 of the
Credit Agreement.


<PAGE>
                                     - 22 -


            (b) The Administrative Agent may rely on opinions of counsel as to
whether any or all UCC financing statements of the Pledgors need to be amended
as a result of any of the changes to the information provided in Section 5.13(a)
of the Credit Agreement. If any Pledgor fails to provide information to the
Administrative Agent about such changes on a timely basis, the Administrative
Agent shall not be liablee or responsible to any party for any failure to
maintain a perfected security interest in such Pledgor's property constituting
Pledged Collateral, for which the Administrative Agent needed to have
information relating to such changes. The Administrative Agent shall have no
duty to inquire about such changes if any Pledgor does not inform the
Administrative Agent of such changes, the parties acknowledging and agreeing
that it would not be feasible or practical for the Administrative Agent to
search for information on such changes if such information is not provided by
any Pledgor.

            SECTION 4.6. Location of Inventory and Equipment. It shall not move
any Equipment or Inventory to any location other than one within the continental
United States until (i) it shall have given the Administrative Agent not less
than 30 days' prior written notice (in the forn of an Officers' Certificate) of
its intention so to do, clearly describing such new location and providing such
other information in connection therewith as the Administrative Agent may
request and (ii) with respect to such new location, such Pledgor shall have
taken all action reasonably satisfactory to the Administrative Agent to maintain
the perfection and priority of the security interest of the Administrative Agent
for the benefit of the Secured Parties in the Pledged Collateral intended to be
granted hereby. including using commercially reasonable efforts to obtain
waivers of landlord's or warehousemen's and/or bailee's liens with respect to
such new location, if applicable, and if reasonably requested by the
Administrative Agent. Such Pledgor agrees to provide the Administrative Agent
with prompt notice following the movement of any Equipment or Inventory to any
location other than one that is listed in the relevant Schedules to the
Perfection Certificate.

            SECTION 4.7. Due Authorization and Issuance. All of the Initial
Pledged Shares have been, and to the extent any Pledged Shares are hereafter
issued, such Pledged Shares will be, upon such issuance, duly authorized,
validly issued and fully paid and non-assessable. All of the Initial Pledged
interests have been fully paid for, and there is no amount or other obligation
owing by any Pledgor to any issuer of the Initial Pledged Interests in exchange
for or in connection with the issuance of the Initial Pledged Interests or any
Pledgor's status as a partner or a member of any issuer of the Initial Pledged
Interests.

            SECTION 4.8. Consents, etc. In the event that the Administrative
Agent desires to exercisc any remedies, voting or consensual rights or
attorney-in-fact powers set forth in this Agreement and determines it necessary
to obtain any approvals or consents of any Governmental Authority or any other
person therefor then, upon the reasonable request of the Administrative Agent,
such Pledgor agrees to use its best efforts to assist and aid the Administrative
Agent to obtain as soon as practicable any necessary approvals or consents for
the exercise of any such remedies, rights and powers.


<PAGE>
                                     - 23 -


            SECTION 4.9. Pledged Collateral. All information set forth herein,
including the schedules annexed hereto, and all information contained in any
documents, schedules and lists heretofore delivered to any Secured Party,
including the Perfection Certificate and the schedules thereto, in connection
with this Agreement, in each case, relating to the Pledged Collateral, is
accurate and complete in all material respects. The Pledged Collateral described
on the schedules annexed to the Perfection Certificate constitutes all of the
property of such type of Pledged Collateral owned or held by the Pledgors.

            SECTION 4.10. Insurance. In the event that the proceeds of any
insurance claim are paid after the Administrative Agent has exercised its right
to forec1ose after an Event of Default, such Net Cash Proceeds shall be paid to
the Administrative Agent to satisfy any deficiency remaining after such
foreclosure.

            SECTION 4.11. Payment of Taxes; Compliance with Laws; Contesting
Liens; Claims. Each Pledgor represents and warrants that all Claims imposed upon
or assessed against the Pledged Collateral have been paid and discharged except
to the extent such Claims constitute a Lien not yet due and payable which is a
Contested Lien or a Permitted Collateral Lien. Each Pledgor shall comply with
all Requirements of Law applicable to the Pledged Collateral the failure to
comply with which would, individually or in the aggregate, have a Material
Adverse Effect, Each Pledgor may at its own expense contest the validity, amount
or applicability of any Claims so long as the contest thereof shall be conducted
in accordance with, and permitted pursuant to the provisions of, the Credit
Agreement. Notwithstanding the foregoing provisions of this Section 4.11, (i) no
contest of any such obligation may be pursued by such Pledgor if such contest
would expose the Administrative Agent or any other Secured Party to (A) any
possible criminal liability or (B) any additional civil liability for failure to
comply with such obligations unless such Pledgor shall have furnished a bond or
other security therefor satisfactory to the Administrative Agent, or such
Secured Party, as the case may be and (ii) if at any time payment or performance
of any obligation contested by such Pledgor pursuant to this Section 4.11 shall
become necessary to prevent the imposition of remedies against the Pledged
Collateral because of non-payment, such Pledgor shall pay or perform the same in
sufficient time to prevent the imposition of remedies against the Pledged
Collateral in respect of such default or prospective default.

            SECTION 4.12. Access to Pledged Collateral, Books and Records; Other
Information. Upon reasonable request to each Pledgor, the Administrative Agent,
its agents, accountants and attorneys shall have full and free access to visit
and inspect, as applicable, during normal business hours and such other
reasonable times as may be requested by the Administrative Agent all of the
Pledged Collateral and Mortgaged Property including all of the books,
correspondence and records of such Pledgor relating thereto. The Administrative
Agent and its representatives may examine the same, take extracts therefrom and
make photocopies thereof, and such Pledgor agrees to render to the
Administrative Agent, at such Pledgor's cost and expense, such clerical and
other assistance as may be reasonably requested by the Administrative Agent with
regard thereto. Such Pledgor shall, at any and all times, within a reasonable
time after written request by the Administrative Agent, furnish or cause to be
furnished to the Administrative Agent, in such manner and in such detail as may
be reasonably requested by the Administrative Agent, additional information with
respect to the Pledged Collateral.


<PAGE>
                                     - 24 -


                                   ARTICLE V

               CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL


            SECTION 5.1. Pledge of Additional Securities Collateral. Each
Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of
any person, accept the same in trust for the benefit of the Administrative Agent
and forthwith deliver to the Administrative Agent a pledge amendment, duly
executed by such Pledgor, in substantially the form of Exhibit 2 annexed hereto
(each, a "Pledge Amendment"), and the certificates and other documents required
under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged
Securities or Intercompany Notes which are to be pledged pursuant to this
Agreement, and confirming the at tachment of the Lien hereby created on and in
respect of such additional Pledged Securities or Intercompany Notes. Each
Pledgor hereby authorizes the Administrative Agent to attach each Pledge
Amendment to this Agreement and agrees that all Pledged Securities or
Intercompany Notes listed on any Pledge Amendment delivered to the
Administrative Agent shall for all purposes hereunder be considered Pledged
Collateral.

            SECTION 5.2. Voting Rights; Distributions; etc.

            (a) So long as no Event of Default shall have occurred and be
      continuing:

            (i) Each Pledgor shall be entitled to exercise any and all voting
      and other consensual rights pertaining to the Securities Collateral or any
      part thereof for any purpose not inconsistent with the terms or purposes
      hereof, the Credit Agreement or any other document evidencing the
      Indebtedness; provided, however, that no Pledgor shall in any event
      exercise such rights in any manner which could reasonably be expected to
      have a Material Adverse Effect.

            (ii) Each Pledgor shall be entitled to receive and retain, and to
      utilize free and clear of the Lien hereof, any and all Distributions, but
      only if and to the extent made in accordance with the provisions of the
      Credit Agreement; provided, however, that any and all such Distributions
      consisting of rights or interests in the form of securities shall be
      forthwith delivered to the Administrative Agent to hold as Pledged
      Collateral and shall, if received by any Pledgor, be received in trust for
      the benefit of the Administrative Agent, be segregated from the other
      property or funds of such Pledgor and be forthwith delivered to the
      Administrative Agent as Pledged Collateral in the same form as so received
      (with any necessary endorsement).


<PAGE>
                                     - 25 -


            (b) The Administrative Agent shall be deemed without further action
      or formality to have granted to each Pledgor all necessary consents
      relating to voting rights and shall, if necessary, upon written request of
      any Pledgor and at the sole cost and expense of the Pledgors, from time to
      time execute and deliver (or cause to be executed and delivered) to such
      Pledgor all such instruments as such Pledgor may reasonably request in
      order to permit such Pledgor to exercise the voting and other rights which
      it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to
      receive the Distributions which it is authorized to receive and retain
      pursuant to Section 5.2(a)(ii) hereof.

            (c) Upon the occurrence and during the continuance of any Event of
      Default:

            (i) All rights of each Pledgor to exercise the voting and other
      consensual rights it would otherwise be entitled to exercise pursuant to
      Section 5.2(a)(i) hereof shall cease, and all such rights shall thereupon
      become vested in the Administrative Agent, which shall thereupon have the
      sole right to exercise such voting and other consensual rights.

            (ii) All rights of each Pledgor to receive Distributions which it
      would otherwise be authorized to receive and retain pursuant to Section
      5.2(a)(ii) hereof shall cease and all such rights shall thereupon become
      vested in the Administrative Agent, which shall thereupon have the sole
      right to receive and hold as Pledged Collateral such Distributions.

            (d) Each Pledgor shall, at its sole cost and expense, from time to
      time execute and deliver to the Administrative Agent appropriate
      instruments as the Administrative Agent may request in order to permit the
      Administrative Agent to exercise the voting and other rights which it may
      be entitled to exercise pursuant to Section 5.2(a)(i) hereof and to
      receive all Distributions which it may be entitled to receive under
      Section 5.2(a)(ii) hereof.

            (e) All Distributions which are received by any Pledgor contrary to
      the provisions of Section 5.2(a((ii) hereof shall be received in trust for
      the benefit of the Administrative Agent, shall be segregated from other
      funds of such Pledgor and shall immediately be paid over to the
      Administrative Agent as Pledged Collateral in the same form as so received
      (with any necessary endorsement).

            SECTION 5.3. Defaults, etc. Such Pledgor is not in default in the
payment of any portion of any mandatory capital contribution, if any, required
to be made under any agreement to which such Pledgor is a party relating to the
Pledged Securities pledged by it, and such Pledgor is not in violation of any
other provisions of any such agreement to which such Pledgor is a party, or
otherwise in default or violation thereunder. No Securities Collateral pledged
by such Pledgor is subject to any defense, offset or counterclaim, nor have any
of the foregoing been asserted or alleged against such Pledgor by any person
with respect thereto, and as of the date hereof, there are no certificates,
instruments, documents or other writings (other than


<PAGE>
                                     - 26 -


the Organizational Documents and certificates, if any, delivered to the
Administrative Agent) which evidence any Pledged Securities of such Pledgor.

            SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders
of Equity Interests.

            (a) In the case of each Pledgor which is an issuer of Securities
Collateral, such Pledgor agrees to be bound by the terms of this Agreement
relating to the Securities Collateral issued by it and will comply with such
terms insofar as such terms are applicable to it.

            (b) In the ease of each Pledgor which is a partner in a partnership,
limited liability company or other entity, such Pledgor hereby consents to the
extent required by the applicable Organizational Document to the pledge by each
other Pledgor, pursuant to the terms hereof, of the Pledged Interests in such
partnership, limited liability company or other entity and, upon the occurrence
and during the continuance of an Event of Default, to the transfer of such
Pledged Interests to the Administrative Agent or its nominee and to the
substitution of the Administrative Agent or its nominee as a substituted partner
or member in such partnership, limited liability company or other entity with
all the rights, powers and duties of a general partner or a limited partner or
member, as the case may be.

                                   ARTICLE VI

                   CERTAIN PROVISIONS CONCERNING INTELLECTUAL
                               PROPERTY COLLATERAL

            SECTION 6.1. Grant of License. For the purpose of enabling the
Administrative Agent, during the continuance of an Event of Default, to exercise
rights and remedies under Article IX hereof at such time as the Administrative
Agent shall be lawfully entitled to exercise such rights and remedies, and for
no other purpose, each Pledgor hereby grants to the Administrative Agent, to the
extent assignable, an irrevocable, non-exclusive license to use, assign, license
or sublicense any of the Intellectual Property Collateral now owned or hereafter
acquired by such Pledgor, wherever the same may be located. Such license shall
include access to all media in which any of the licensed items may be recorded
or stored and to all computer programs used for the compilation or printout
hereof.

            SECTION 6.2. Protection of Administrative Agent's Security. On a
continuing basis, each Pledgor shall, at us sole cost and expense, (i) promptly
following its becoming aware thereof, notify the Administrative Agent of (A) any
materially adverse determination in any proceeding in the United States Patent
and Trademark Office or the United States Copyright Office with respect to any
material Patent, Trademark or Copyright or (B) the institution of any proceeding
or any adverse determination in any federal, state or local court or


<PAGE>
                                     - 27 -


Collateral body regarding such Pledgor's claim of ownership in or right to use
any of the Intellectual Property Collateral material to the use and operation of
the Pledged Collateral or Mortgaged Property, its right to register such
Intellectual Property Collateral or its right to keep and maintain such
registration in full force and effect, (ii) maintain and protect the
Intellectual Property Collateral material to the use and operation of the
Pledged Collateral or Mortgaged Property as presently used and operated and as
contemplated by the Credit Agreement, (iii) not permit to lapse or become
abandoned any Intellectual Property Collateral material to the use and operation
of the Pledged Collateral or Mortgaged Property as presently used and operated
and as contemplated by the Credit Agreement, and not settle or compromise any
pending or future litigation or Collateral proceeding with respect to such
Intellectual Property Collateral, in each case except as shall be consistent
with commercially reasonable business judgment, (iv) upon such Pledgor obtaining
knowledge thereof, promptly notify the Administrative Agent in writing of any
event which may he reasonably expected to materially and adversely affect the
value or utility of the Intellectual Property Collateral or any portion thereof
material to the use and operation of the Pledged Collateral or Mortgaged
Property, the ability of such Pledgor or the Administrative Agent to dispose of
the Intellectual Property Collateral or any portion thereof or the tights and
remedies of the Administrative Agent in relation thereto including a levy or
threat of levy or any legal process against the Intellectual Property Collateral
or any portion thereof, (v) not license the Intellectual Property Collateral
other than licenses entered into by such Pledgor in, or incidental to, the
ordinary course of business, or amend or permit the amendment of any of the
licenses in a manner that materially and adversely affects the right to receive
payments thereunder, or in any manner that would materially impair the value of
the Intellectual Property Collateral or the Lien on and security interest in the
Intellectual Property Collateral intended to be granted to the Administrative
Agent for the benefit of the Secured Parties, without the consent of the
Administrative Agent, (vi) diligently keep adequate records respecting the
Intellectual Property Collateral and (vii) furnish to the Administrative Agent
from time to time upon the Administrative Agent's request therefor reasonably
detailed statements and amended schedules further identifying and describing the
Intellectual Property Collateral and such other materials evidencing or reports
pertaining to the Intellectual Property Collateral as the Administrative Agent
may from time to time request.

            SECTION 6.3. After-Acquired Property. If any Pledgor shall, at any
time before the Indebtedness have been paid in full (other than contingent
indemnification obligations which, pursuant to the provisions of the Credit
Agreement or the Security Instruments, survive the termination thereof), (i)
obtain any rights to any additional Intellectual Property Collateral or (ii)
become entitled to the benefit of any additional Intellectual Property
Collateral or any renewal or extension thereof, including any reissue, division,
continuation, or continuation-in-part of any Intellectual Property Collateral,
or any improvement on any Intellectual Property Collateral, the provisions
hereof shall automatically apply thereto and any such item enumerated in clause
(1) or (ii) of this Section 6.3 with respect to such Pledgor shall automatically
constitute Intellectual Property Collateral if such would have constituted
Intellectual Property Collateral at the time of execution hereof and be subject
to the Lien and security interest created by this Agreement without further
action by any party. Each Pledgor shall promptly (i) provide to the
Administrative Agent written notice of any of the foregoing and (ii) confirm the
attachment of the Lien and security interest created by this Agreement to any
rights described in clauses (i) and (ii) of the immediately preceding sentence
of this Section 6.3 by execution of an instrument in form reasonably acceptable
to the Administrative Agent and the filing of any instruments or statements as
shall be reasonably necessary to preserve, protect or perfect the Administrative
Agent's security interest in such intellectual Property Collateral. Further,
each Pledgor authorizes the Administrative Agent to modify this Agreement by
amending Schedules 14(a) and 14(b) annexed to the Perfection Certificate to
include any Intellectual Property Collateral acquired or arising after the date
hereof of such Pledgor.


<PAGE>
                                     - 28 -


            SECTION 6.4. Litigation. Unless there shall occur and be continuing
any Event of Default, each Pledgor shall have the right to commence and
prosecute in its own name, as the party in interest, for its own benefit and at
the sole cost and expense of the Pledgors, such applications for protection of
the Intellectual Property Collateral and suits, proceedings or other actions to
prevent the infringement, counterfeiting, unfair competition, dilution,
diminution in value or other damage as are necessary to protect the Intellectual
Property Collateral. Upon the occurrence and during the continuance of any Event
of Default, the Administrative Agent shall have the right but shall in no way be
obligated to file applications for protection of the Intellectual Property
Collateral and/or bring suit in the name of any Pledgor, the Administrative
Agent or the Secured Parties to enforce the Intellectual Property Collateral and
any license thereunder. In the event of such suit, each Pledgor shall, at the
reasonable request of the Administrative Agent, do any and all lawful acts and
execute any and all documents requested by the Administrative Agent in and such
enforcement and the Pledgors shall promptly reimburse and indemnify he
Administrative Agent for all costs and expenses incurred by the Administrative
Agent in the exercise of its rights under this Section 6.4 in accordance with
Section 12.03 of the Credit Agreement. In the event that the Administrative
Agent shall elect not to bring suit to enforce the Intellectual Property
Collateral, each Pledgor agrees, at the reasonable request of the Administrative
Agent, to take all commercially reasonable actions necessary, whether by suit,
proceeding or other action, to prevent the infringement, counterfeiting, unfair
competition, dilution, diminution in value of or other damage to any of the
Intellectual Property Collateral by others and for that purpose agrees to
diligently maintain any suit, proceeding or other action against any person so
infringing necessary to prevent such infringement.


                                   ARTICLE VII

                     CERTAIN PROVISIONS CONCERNING ACCOUNTS


            SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and
maintain at its Own cost and expense complete records of each Account, in a
manner consistent with prudent business practice, including records of all
payments received, all credits granted thereon, all merchandise returned and all
other documentation relating thereto. Each Pledgor shall, at such Pledgor's sole
cost and expense, upon the Administrative Agent's demand made at any time after
the occurrence and during the continuance of any Event of Default, deliver all
tangible evidence of Accounts, including all documents evidencing Accounts and
any books and records relating thereto to the Administrative Agent or to its
representatives (copies of which evidence and books and records may be retained
by such Pledgor). Upon the occurrence and during the continuance of any Event of
Default, the Administrative Agent may transfer a full and complete copy of any
Pledgor's books, records, credit information, reports, memoranda and all other
writings relating to the Accounts to and for the use by any person that has
acquired or is contemplating acquisition of an interest in the Accounts or the
Administrative Agent's security interest therein without the consent of any
Pledgor.


<PAGE>
                                     - 29 -


            SECTION 7.2. [Reserved].

            SECTION 7.3. Modification of Terms, etc. No Pledgor shall rescind or
cancel any obligations evidenced by any Account in excess of $250,000 or modify
any term thereof or make any adjustment with respect thereto except in the
ordinary course of business consistent with prudent business practice, or extend
or renew any such obligations except in the ordinary course of business
consistent with prudent business practice or compromise or settle any dispute,
claim, suit or legal proceeding relating thereto or sell any Account or interest
therein except in the ordinary course of business consistent with prudent
business practice without the prior written consent of the Administrative Agent.
Each Pledgor shall timely fulfill all obligations on its part to be fulfilled
under or in connection with the Accounts except where failure would not have a
Material Adverse Effect.

            SECTION 7.4. Collection. Each Pledgor shall use commercially
reasonable efforts to collect from the Account Debtor of each of the Accounts,
as and when due in the ordinary course of business and consistent with prudent
business practice (including Accounts that are delinquent, such Accounts to he
collected in accordance with generally accepted commercial collection
procedures), any and all amounts owing under or on account of such Account, and
apply forthwith upon receipt thereof all such amounts as are so collected to the
outstanding balance of such Account, except that any Pledgor may, with respect
to an Account, allow in the ordinary course of business (i) a refund or credit
due as a result of returned or damaged or defective merchandise and (ii) such
extensions of time to pay amounts due in respect of Accounts and such other
modifications of payment terms or settlements in respect of Accounts as shall be
commercially reasonable in the circumstances, all in accordance with such
Pledgor's ordinary course of business consistent with its collection practices
as in effect from time to time. The costs and expenses (including attorneys'
fees) of collection, in any case, whether incurred by any Pledgor, the
Administrative Agent or any Secured Party, shall be paid by the Pledgors.


<PAGE>
                                     - 30 -


                                  ARTICLE VIII

                                    TRANSFERS


            SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell,
convey, assign or otherwise dispose of, or grant any option with respect to, any
of the Pledged Collateral pledged by it hereunder except as permitted by the
Credit Agreement.


                                   ARTICLE IX

                                    REMEDIES


            SECTION 9.1. Remedies. Upon the occurrence and during the
continuance of any Event of Default the Administrative Agent may from time to
time exercise in respect of the Pledged Collateral, in addition to the other
rights and remedies provided for herein or otherwise available to it, the
following remedies:

            (a) Personally, or by agents or attorneys, immediately take
possession of the Pledged Collateral or any part thereof, from any Pledgor or
any other person who then has possession of any part thereof with or without
notice or process of law, and for that purpose may enter upon any Pledgor's
premises where any of the Pledged Collateral is located, remove such Pledged
Collateral, remain present at such premises to receive copies of all
communications and remittances relating to the Pledged Collateral and use in
connection with such removal and possession any and all services, supplies, aids
and other facilities of any Pledgor;

            (b) Demand, sue for, collect or receive any money or property at any
time payable or receivable in respect of the Pledged Collateral including
instructing the obligor or obligors on any agreement, instrument or other
obligation constituting part of the Pledged Collateral to make any payment
required by the terns of such agreement, instrument or other obligation directly
to the Administrative Agent, and in connection with any of the foregoing
compromise, settle, extend the time for payment and make other modifications
with respect thereto; provided, however, that in the event that any such
payments are made directly to any Pledgor, prior to receipt by any such obligor
of such instruction, such Pledgor shall segregate all amounts received pursuant
thereto in trust for the benefit of the Administrative Agent and shall promptly
(but in no event later than one (1) Business Day after receipt thereof) pay such
amounts to the Administrative Agent;

            (c) Sell, assign, grant a license to use or otherwise liquidate, or
direct any Pledgor to sell, assign, grant a license to use or otherwise
liquidate, any and all investments made in whole or in part with the Pledged
Collateral or any part thereof, and take possession of the proceeds of any such
sale, assignment, license or liquidation;


<PAGE>
                                     - 31 -


            (d) Take possession of the Pledged Collateral or any part thereof,
by directing any Pledgor in writing to deliver the same to the Administrative
Agent at any place or places so designated by the Administrative Agent, in which
event such Pledgor shall at its own expense: (A) forthwith cause the same to be
moved to the place or places designated by the Administrative Agent and
therewith delivered to the Administrative Agent, (B) store and keep any Pledged
Collateral so delivered to the Administrative Agent at such place or places
pending further action by the Administrative Agent and (C) while the Pledged
Collateral shall be so stored and kept, provide such security and maintenance
services as shall be necessary to protect the same and to preserve and maintain
them in good condition. Each Pledgor's obligation to deliver the Pledged
Collateral as contemplated in this Section 9.l(iv) is of the essence hereof.
Upon application to a court of equity having jurisdiction, the Administrative
Agent shall be entitled to a decree requiring specific performance by any
Pledgor of such obligation;

            (e) Withdraw all moneys, instruments, securities and other property
in any bank, financial securities, deposit or other account of any Pledgor
constituting Pledged Collateral for application to the Indebtedness as provided
in Article X hereof;

            (f) Retain and apply the Distributions to the Indebtedness as
provided in Article X hereof;

            (g) Exercise any and all rights as beneficial and legal owner of the
Pledged Collateral, including perfecting assignment of and exercising any and
all voting, consensual and other rights and powers with respect to any Pledged
Collateral; and

            (h) All the rights and remedies of a secured party on default under
the UCC, and the Administrative Agent may also in its sole discretion, without
notice except as specified in Section 9.2 hereof, sell, assign or grant a
license to use the Pledged Collateral or any part thereof in one or more parcels
at public or private sale, at any exchange, broker's board or at any of the
Administrative Agent's offices or elsewhere, for cash, on creditor for future
delivery, and at such price or prices and upon such other terms as the
Administrative Agent may deem commercially reasonable. The Administrative Agent
or any other Secured Party or any of their respective Affiliates maybe the
purchaser, licensee, assignee or recipient of any or all of the Pledged
Collateral at any such sale (to the extent permitted by law) and shall be
entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Pledged Collateral sold, assigned
or licensed at such sale, to use and apply any of the Indebtedness owed to such
person as a credit on account of the purchase price of any Pledged Collateral
payable by such person at such sale. Each purchaser, assignee, licensee or
recipient at any such sale shall acquire the property sold, assigned or licensed
absolutely free from any claim or right on the part of any Pledgor, and each
Pledgor hereby waives, to the fullest extent permitted by law, all rights of
redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted.
The Administrative Agent shall not be obligated to make any sale of Pledged
Collateral regardless of notice of sale having been given. The Administrative
Agent may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned. Each Pledgor hereby
waives, to the fullest extent permitted by law, any claims against the
Administrative Agent arising by reason of the fact that the price at which any
Pledged Collateral may have been sold, assigned or licensed at such a private
sale was less than the price which night have been obtained at a public sale,
even if the Administrative Agent accepts the first offer received and does not
offer such Pledged Collateral to more than one offeree.


<PAGE>
                                     - 32 -


            SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees
that, to the extent notice of sale or other disposition of Pledged Collateral
shall be required by law, ten (10) days' prior notice to such Pledgor of the
time and place of any public sale or of the time after which any private sale or
other intended disposition is to take place shall be commercially reasonable
notification of such matters. No notification need be given to any Pledgor if it
has signed, after the occurrence of an Event of Default, a statement renouncing
or modifying any right to notification of sale or other intended disposition.

            SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby
waives, to the fullest extent permitted by applicable law, notice or judicial
hearing in connection with the Administrative Agent's taking possession or the
Administrative Agent's disposition of any of the Pledged Collateral, including
any and all prior notice and hearing for any prejudgment remedy or remedies and
any such right which such Pledgor would otherwise have under law, and each
Pledgor hereby further waives, to the fullest extent permitted by applicable
law: (i) all damages occasioned by such taking of possession, (ii) all other
requirements as to the time, place and terms of sale or other requirements with
respect to the enforcement of the Administrative Agent's rights hereunder and
(iii) all rights of redemption, appraisal, valuation, stay, extension or
moratorium now or hereafter in force under any applicable law. The
Administrative Agent shall not be liable for any incorrect or improper payment
made pursuant to this Article IX in the absence of gross negligence or willful
misconduct. Any sale of, or the grant of options to purchase, or any other
realization upon, any Pledged Collateral shall operate to divest all right,
title, interest, claim and demand, either at law or in equity, of the applicable
Pledgor therein and thereto, and shall be a perpetual bar both at law and in
equity against such Pledgor and against any and all persons claiming or
attempting to claim the Pledged Collateral so sold, optioned or realized upon,
or any part thereof, from, through or under such Pledgor.

            SECTION 9.4. Certain Sales of Pledged Collateral.


            (a) Each Pledgor recognizes that, by reason of certain prohibitions
contained in law, rules, regulations or orders of any Governmental Authority,
the Administrative Agent may be compelled, with respect to any sale of all or
any part of the Pledged Collateral, to limit purchasers to those who meet the
requirements of such Governmental Authority. Each Pledgor acknowledges that any
such sales may be at prices and on terms less favorable to the Administrative
Agent than those obtainable through a public sale without such restrictions,
and, notwithstanding such circumstances, agrees that any such restricted sale
shall be deemed to have been made in a commercially reasonable manner and that,
except as may be required by applicable law, the Administrative Agent shall have
no obligation to engage in public sales.


<PAGE>
                                     - 33 -


            (b) Each Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act, and applicable state securities laws, the
Administrative Agent maybe compelled, with respect to any sale of all or any
part of the Securities Collateral and Investment Property, to limit purchasers
to persons who will agree, among other things, to acquire such Securities
Collateral or Investment Property for their own account, for investment and not
with a view to the distribution or resale thereof. Each Pledgor acknowledges
that any such private sales may be at prices and on terms less favorable to the
Administrative Agent than those obtainable through a public sale without such
restrictions (including a public offering made pursuant to a registration
statement under the Securities Act), and, notwithstanding such circumstances,
agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner and that the Administrative Agent shall have no
obligation to engage in public sales and no obligation to delay the sale of any
Securities Collateral or Investment Property for the period of time necessary to
permit the issuer thereof to register it for a form of public sale requiring
registration under the Securities Act or under applicable state securities laws,
even if such issuer would agree to do so.

            (c) Notwithstanding the foregoing, each Pledgor shall, upon the
occurrence and during the continuance of any Event of Default, at the reasonable
request of the Administrative Agent, for the benefit of the Administrative Agent
cause any registration, qualification under or compliance with any Federal or
slate securities law or laws to be effected with respect to all or any part of
the Securities Collateral as soon as practicable and at the sole cost and
expense of the Pledgors. Each Pledgor will use its commercially reasonable
efforts to cause such registration to be effected (and be kept effective) and
will use its commercially reasonable efforts to cause such qualification and
compliance to be effected (and be kept effective) as may be so requested and as
would permit or facilitate the sale and distribution of such Securities
Collateral including registration under the Securities Act (or any similar
statute then in effect), appropriate qualifications under applicable blue sky or
other state securities laws and appropriate compliance with all other
requirements of any Governmental Authority. Each Pledgor shall use its
commercially reasonable efforts to cause the Administrative Agent to be kept
advised in writing as to the progress of each such registration, qualification
or compliance and as to the completion thereof, shall furnish to the
Administrative Agent such number of prospectuses, offering circulais or other
documents incident thereto as the Administrative Agent lion time to time may
request, and shall indemnify and shall cause the issuer of the Securities
Collateral to indemnify the Administrative Agent and all others participating in
the distribution of such Securities Collateral against all claims, losses,
damages and liabilities caused by any untrue statement (or alleged untrue
statement) of a material fact contained therein (or in any related registration
statement, notification or the like) or by any omission (or alleged omission) to
state therein (or in any related registration statement, notification or the
like) a material fact required to be stated therein or necessary to make the
statements therein not misleading.


<PAGE>
                                     - 34 -


            (d) If the Administrative Agent determines to exercise its right to
sell any or all of the Securities Collateral or Investment Property, upon
written request, the applicable Pledgor shall from time to time furnish to the
Administrative Agent all such information as the Administrative Agent may
request in order to determine the number of securities included in the
Securities Collateral or Investment Property which may be sold by the
Administrative Agent as exempt transactions under the Securities Act and the
rules of the Securities and Exchange Commission thereunder, as the same are from
time to time in effect.

            (e) Each Pledgor further agrees that a breach of any of the
covenants contained in this Section 9.4 will cause irreparable injury to the
Administrative Agent and other Secured Parties, that the Administrative Agent
and the other Secured Parties have no adequate remedy at law in respect of such
breach and, as a consequence, that each and every covenant contained in this
Section 9.4 shall be specifically enforceable against such Pledgor, and such
Pledgor hereby waives and agrees net to assert any defenses against an action
for specific performance of such covenants except for a defense that no Event of
Default has occurred and is continuing.

            SECTION 9.5. No Waiver; Cumulative Remedies.

            (a) No failure on the part of the Administrative Agent to exercise,
no course of dealing with respect to, and no delay on the part of the
Administrative Agent in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or remedy; nor shall the
Administrative Agent be required to look first to, enforce or exhaust any other
security, collateral or guaranties. The remedies herein provided are cumulative
and are not exclusive of any remedies provided by law.

            (b) In the event that the Administrative Agent shall have instituted
any proceeding to enforce any right, power or remedy under this Agreement by
foreclosure, sale, entry or otherwise, and such proceeding shall have been
discontinued or abandoned for any reason or shall have been determined adversely
to the Administrative Agent, then and in every such case, the Pledgors, the
Administrative Agent and each other Secured Party shall be restored to their
respective former positions and rights hereunder with respect to the Pledged
Collateral, and all rights, remedies and powers of the Administrative Agent and
the other Secured Parties shall continue as if no such proceeding had been
instituted.

            SECTION 9.6. Certain Additional Actions Regarding Intellectual
Property. If any Event of Default shall have occurred and be continuing, upon
the written demand of the Administrative Agent, each Pledgor shall execute and
deliver to the Administrative Agent an assignment or assignments of the
registered Patents, Trademarks and/or Copyrights and Goodwill and such other
documents as are necessary or appropriate to carry out the intent and purposes
hereof. Within five (5) Business Days of written notice thereafter from the
Administrative Agent, each Pledgor shall make available to the Administrative
Agent, to the extent within such Pledgor's power and authority, such personnel
in such Pledgor's employ on the date of the Event of Default as the
Administrative Agent may reasonably designate to permit such Pledgor to
continue, directly or indirectly, to produce, advertise and sell the products
and services sold by such Pledgor under the registered Patents, Trademarks
and/or Copyrights, and such persons shall be available to perform their prior
functions on the Administrative Agent's behalf.


<PAGE>
                                     - 35 -


                                   ARTICLE X

            PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS;
                             APPLICATION OF PROCEEDS


            SECTION 10.1. Proceeds of Casualty Events and Collateral
Dispositions. The Pledgors shall take all actions required by the Credit
Agreement with respect to any Net Cash Proceeds of any Casualty Event or from
the sale or disposition of any Pledged Collateral.

            SECTION 10.2. Application of Proceeds. The proceeds received by the
Administrative Agent in respect of any sale of, collection from or other
realization upon all or any part of the Collateral pursuant to the exercise by
the Administrative Agent of its remedies shall be applied, together with any
other sums then held by the Administrative Agent pursuant to this Agreement, in
accordance with the Credit Agreement.

                                   ARTICLE XI

                                  MISCELLANEOUS


            SECTION 11.1. Concerning Administrative Agent.

            (a) The Administrative Agent has been appointed as Administrative
Agent pursuant to the Credit Agreement. The actions of the Administrative Agent
hereunder are subject to the provisions of the Credit Agreement. The
Administrative Agent shall have the right hereunder to make demands, to give
notices, to exercise or refrain from exercising any rights, and to take or
refrain from taking action (including the release or substitution of the Pledged
Collateral), in accordance with this Agreement and the Credit Agreement. The
Administrative Agent may employ agents and attorneys-in-fact in connection
herewith and shall not be liable for the negligence or misconduct of any such
agents or attorneys-in-fact selected by it in good faith. The Administrative
Agent may resign and a successor Administrative Agent may be appointed in the
manner provided in the Credit Agreement. Upon the acceptance of any appointment
as the Administrative Agent by a successor Administrative Agent, that successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent under
this Agreement, and the retiring Administrative Agent shall thereupon be
discharged from its duties and obligations under this Agreement. After any
retiring Administrative Agent's resignation, the provisions hereof shall inure
to its benefit as to any actions taken or omitted to be taken by it under this
Agreement while it was the Administrative Agent.


<PAGE>
                                     - 36 -


            (b) The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if such Pledged Collateral is accorded treatment substantially
equivalent to that which the Administrative Agent, in its individual capacity,
accords its own property consisting of similar instruments or interests, it
being understood that neither the Administrative Agent nor any of the Secured
Parties shall have responsibility for (i) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relating to any Securities Collateral, whether or not the Administrative Agent
or any other Secured Party has or is deemed to have knowledge of such matters or
(ii) taking any necessary steps to preserve rights against any person with
respect to any Pledged Collateral.

            (c) The Administrative Agent shall be entitled to rely upon any
written notice, statement, certificate, order or other document or any telephone
message believed by it to be genuine and correct and to have been signed, sent
or made by the proper person, and, with respect to all matters pertaining to
this Agreement and its duties hereunder, upon advice of counsel selected by it.

            (d) If any item of Pledged Collateral also constitutes collateral
granted to the Administrative Agent under any other deed of trust, mortgage,
security agreement, pledge or instrument of any type, in the event of any
conflict between the provisions hereof and the provisions of such other deed of
trust, mortgage, security agreement, pledge or instrument of any type in respect
of such collateral, the Administrative Agent, in its sole discretion, shall
select which provision or provisions shall control.

            SECTION 11.2. Administrative Agent May Perform; Administrative Agent
Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants
contained in this Agreement (including such Pledgor's covenants to (i) pay the
premiums in respect of all required insurance policies hereunder, (ii) pay
Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any
obligations of such Pledgor under any Pledged Collateral) or if any
representation or warranty on the part of any Pledgor contained herein shall be
breached, the Administrative Agent may (but shall not be obligated to) do the
same or cause it to be done or remedy any such breach and may expend finds for
such purpose; provided, however, that the Administrative Agent shall in no event
be bound to inquire into the validity of any tax, lien, imposition or other
obligation which such Pledgor fails to pay or perform as and when required
hereby and which such Pledgor does not contest in accordance in accordance with
the provisions of Section 4.11 hereof. Any and all amounts so expended by the
Administrative Agent shall be paid by the Pledgors in accordance with the
provisions of Section 12.03 of the Credit Agreement. Neither the provisions of
this Section 11.2 nor any action taken by the Administrative Agent pursuant to
the provisions of this Section 11.2 shall prevent any such failure to observe
any covenant contained in this Agreement nor any breach of representation or
warranty from constituting an Event of Default. Each Pledgor hereby appoints the
Administrative Agent its attorney-in-fact, with full authority in the place and
stead of such Pledgor and in the name of such Pledgor, or otherwise, from time
to time in the Administrative Agent's discretion to take any action and to
execute any instrument consistent with the terms of the Credit Agreement, this
Agreement and the other Security Instruments which the Administrative Agent may
deem necessary or advisable to accomplish the purposes hereof if any Pledgor
shall fail to perform any covenants or agreements contained in this Agreement.
The foregoing grant of authority is a power of attorney coupled with an interest
and such appointment shall be irrevocable for the term hereof. Each Pledgor
hereby ratifies all that such attorney shall lawfully do or cause to be done by
virtue hereof.


<PAGE>
                                     - 37 -


            SECTION 11.3. Continuing Security Interest; Assignment. This
Agreement shall create a continuing security interest in the Pledged Collateral
and shall (i) be binding upon the Pledgors, their respective successors and
assigns and (ii) inure, together with the rights and remedies of the
Administrative Agent hereunder, to the benefit of the Administrative Agent and
the other Secured Parties and each of their respective successors, transferees
and assigns. No other persons (including any other creditor of any Pledgor)
shall have any interest herein or any right or benefit with respect hereto.
Without limiting the generality of the foregoing clause (ii), any Secured Party
may assign or otherwise transfer any indebtedness held by it secured by this
Agreement to any other person, and such other person shall thereupon become
vested with all the benefits in respect thereof granted to such Secured Party,
herein or otherwise, subject however, to the provisions of the Credit Agreement
and any Swap Agreement.

            SECTION 11.4. Termination: Release. The Pledged Collateral shall be
released from the Lien of this Agreement in accordance with the provisions of
the Credit Agreement. Upon termination hereof or any release of Pledged
Collateral in accordance with the provisions of the Credit Agreement, the
Administrative Agent shall, upon the request and at the sole cost and expense of
the Pledgors, assign, transfer and deliver to Pledgor, against receipt and
without recourse to or warranty by the Administrative Agent except as to the
fact that the Administrative Agent has not encumbered the released assets, such
of the Pledged Collateral to be released (in the case of a release) as may be in
possession of the Administrative Agent and as shall not have been sold or
otherwise applied pursuant to the terms hereof, and, with respect to any other
Pledged Collateral, proper documents and instruments (including UCC-3
termination statements or releases) acknowledging the termination hereof or the
release of such Pledged Collateral, as the case may be.

            SECTION 11.5. Modification in Writing. No amendment, modification,
supplement, termination or waiver of or to any provision hereof, nor consent to
any departure by any Pledgor therefrom, shall be effective unless the same shall
be made in accordance with the terms of the Credit Agreement and unless in
writing and signed by the Administrative Agent. Any amendment, modification or
supplement of or to any provision hereof, any waiver of any provision hereof and
any consent to any departure by any Pledgor from the terms of any provision
hereof shall be effective only in the specific instance and for the specific
purpose for which made or given. Except where notice is specifically required by
this Agreement or any other document evidencing the Indebtedness, no notice to
or demand on any Pledgor in any case shall entitle any Pledgor to any other or
further notice or demand in similar or other circumstances.


<PAGE>
                                     - 38 -


            SECTION 11.6. Notices. Unless otherwise provided herein or in the
Credit Agreement, any notice or other communication herein required or permitted
to be given shall be given in the manner and become effective as set forth in
the Credit Agreement, as to any Pledgor addressed to it at the address of the
Borrowers set forth in the Credit Agreement and as to the Administrative Agent,
addressed to it at the address set forth in the Credit Agreement, or in each
case at such other address as shall be designated by such party in a written
notice to the other party complying as to delivery with the terms of this
Section 11.6.

            SECTION 11.7. Governing Law. Consent to Jurisdiction and Service of
Process Waiver of Jury Trial. Section 12.09 of the Credit Agreement is
incorporated herein, mutatis mutandis, as if a part hereof.

            SECTION 11.8. Severability of Provisions. Any provision hereof which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

            SECTION 11.9. Execution in Counterparts. This Agreement and any
amendments, waivers, consents or supplements hereto may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original,
but all such counterparts together shall constitute one and the same agreement.

            SECTION 11.10. Business Days. In the event any time period or any
date provided in this Agreement ends or falls on a day other than a Business
Day, then such time period shall be deemed to end and such date shall be deemed
to fall on the next succeeding Business Day, and performance herein may be made
on such Business Day, with the same force and effect as if made on such other
day.

            SECTION 11.11. Waiver of Stay. Each Pledgor covenants (to the extent
it may lawfully do so) that in the event that such Pledgor or any property or
assets of such Pledgor shall hereafter become the subject of a voluntary or
involuntary proceeding under the Bankruptcy Code or such Pledgor shall otherwise
be a party to any federal or state bankruptcy, insolvency, moratorium or similar
proceeding to which the provisions relating to the automatic stay under Section
362 of the Bankruptcy Code or any similar provision in any such law is
applicable, then, in any such case, whether or not the Administrative Agent has
commenced foreclosure proceedings under this Agreement, such Pledgor shall not,
and each Pledgor hereby expressly waives their right to (to the extent it may
lawfully do so) at any time insist upon, plead or in any whatsoever, claim or
take the benefit or advantage of any such automatic stay or such similar
provision as it relates to the exercise of any of the rights and remedies
(including any foreclosure proceedings) available to the Administrative Agent as
provided in this Agreement, in any other Security instrument or any other
document evidencing the Indebtedness. Each Pledgor further covenants (to the
extent it may lawfully do so) that it will not hinder, delay or impede the
execution of any power granted herein to the Administrative Agent, but will
suffer and permit the execution of every such power as though no law relating to
any stay or similar provision had been enacted.


<PAGE>
                                     - 39 -


            SECTION 11.12. No Credit for Payment of Taxes or Imposition. Such
Pledgor shall not be entitled to any credit against the principal, premium, if
any, or interest payable under the Credit Agreement, and such Pledgor shall not
be entitled to any credit against any other sums which may become payable under
the terms thereof or hereof, by reason of the payment of any tax on the Pledged
Collateral or any part thereof.

            SECTION 11.13. No Claims Against Administrative Agent. Nothing
contained in this Agreement shall constitute any consent or request by the
Administrative Agent, express or implied, for the performance of any labor or
services or the furnishing of any materials or other property in respect of the
Pledged Collateral or any part thereof, nor as giving any Pledgor any right,
power or authority to contract for or permit the performance of any labor or
services or the furnishing of any materials or other property in such fashion as
would permit the making of any claim against the Administrative Agent in respect
thereof or any claim that any Lien based on the performance of such labor or
services or the furnishing of any such materials or other property is prior to
the Lien hereof.

            SECTION 11.14. No Release. Nothing set forth in this Agreement shall
relieve any Pledgor from the performance of any term, covenant, condition or
agreement on such Pledgor's part to be performed or observed under or in respect
of any of the Pledged Collateral or from any liability to any person under or in
respect of any of the Pledged Collateral or shall impose any obligation on the
Administrative Agent or any other Secured Party to perform or observe any such
term, covenant, condition or agreement on such Pledgor's part to be so performed
or observed or shall impose any liability on the Administrative Agent or any
other Secured Party for any actor omission on the part of such Pledgor relating
thereto or for any breach of any representation or warranty on the part of such
Pledgor contained in this Agreement, the Credit Agreement or the other Loan
Documents, or under or in respect of the Pledged Collateral or made in
connection herewith or therewith. The obligations of each Pledgor contained in
this Section 11.14 shall survive the termination hereof and the discharge of
such Pledgor's other obligations under this Agreement, the Credit Agreement and
the other Loan Documents.


<PAGE>
                                     - 40 -


            SECTION 11.15. Indebtedness Absolute. All obligations of each
Pledgor hereunder shall be absolute and unconditional irrespective of:

            (a) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of any Pledgor;

            (b) any lack of validity or enforceability of the Credit Agreement,
any Swap Agreement or any other Loan Document, or any other agreement or
instrument relating thereto;

            (c) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Indebtedness, or any other amendment or waiver
of or any consent to any departure from the Credit Agreement, any Swap Agreement
or any other Loan Document or any other agreement or instrument relating
thereto.

            (d) any pledge, exchange, release or non-perfection of any other
collateral, or any release or amendment or waiver of or consent to any departure
from any guarantee, for all or any of the Indebtedness;

            (e) any exercise, non-exercise or waiver of any right, remedy, power
or privilege under or in respect hereof, the Credit Agreement, any Swap
Agreement or any other Loan Document except as specifically set forth in a
waiver granted pursuant to the provisions of Section 11.5 hereof; or

            (f) any other circumstances which might otherwise constitute a
defense available to, or a discharge of, any Pledgor.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>
                                       1


            IN WITNESS WHEREOF, the Pledgors and the Administrative Agent have
caused this Agreement to be duly executed and delivered by their duly authorized
officers as of the date first above written.

                                    QUEST CHEROKEE, LLC,
                                      as Pledgor



                                    By:  /s/ David Grose
                                         -------------------------------------
                                         Name:  David Grose
                                         Title:  CFO



                                    QUEST RESOURCE CORPORATION,
                                      as Pledgor



                                    By:  /s/ David Grose
                                         -------------------------------------
                                         Name:  David Grose
                                         Title:  CFO


                                     S- 1
<PAGE>

                                       2


BLUESTEM PIPELINE, LLC, as a Pledgor      QUEST CHEROKEE OILFIELD SERVICE, LLC,
                                          as a Pledgor

By: /s/ David Grose                       By: /s/ David Grose
   ------------------------------------       ----------------------------------
Name:  David Grose                        Name:  David Grose
Title:  CFO                               Title:  CFO


J-W GAS GATHERING, L.L.C., as a Pledgor   QUEST ENERGY SERVICE, INC.,
                                          as a Pledgor
By: /s/ David Grose                       By: /s/ David Grose
   ------------------------------------       ----------------------------------
Name:  David Grose                        Name:  David Grose
Title:  CFO                               Title:  CFO


PONDEROSA GAS PIPELINE COMPANY, INC., as  QUEST OIL & GAS CORPORATION, as a
a Pledgor                                 Pledgor

By: /s/ David Grose                       By: /s/ David Grose
   ------------------------------------       ----------------------------------
Name:  Davide Grose                       Name:  David Grose
Title:  CFO                               Title:  CFO


PRODUCERS SERVICE INCORPORATED, as a      STP CHEROKEE, INC., as a Pledgor
Pledgor

By: /s/ David Grose                       By: /s/ David Grose
   ------------------------------------       ----------------------------------
Name:  David Grose                        Name:  David Grose
Title:  CFO                               Title:  CFO



                                     S- 2
<PAGE>


                                       3
                                          GUGGENHEIM CORPORATE FUNDING, LLC,
                                          as Administrative Agent


                                          By: /s/ Stephen Sautel
                                              ----------------------------------
                                              Name:  Stephen Sautel
                                              Title:  Managing Director


                                     S- 3
<PAGE>


                                       4

                                                                       EXHIBIT 1

                                    [Form of]


                             ISSUER'S ACKNOWLEDGMENT

            The undersigned hereby (i) acknowledges receipt of a copy of that
certain security agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Security Agreement;" capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Security Agreement), dated as of November 14, 2005, made by
QUEST CHEROKEE, LLC, a Delaware limited liability company and QUEST RESOURCE
CORPORATION, a Nevada corporation (collectively, the "Borrowers"), the
Guarantors party thereto and GUGGENHEIM CORPORATE FUNDING, LLC, as
Administrative Agent (in such capacity and together with any successors in such
capacity, the "Administrative Agent"), (ii) agrees promptly to note on its books
the security interests granted to the Administrative Agent and confirmed under
the Security Agreement, (iii) agrees that it will comply with instructions of
the Administrative Agent with respect to the applicable Securities Collateral
without further consent by the applicable Pledgor, (iv) agrees to notify the
Administrative Agent upon obtaining knowledge of any interest in favor of any
person in the applicable Securities Collateral that is adverse to the interest
of the Administrative Agent therein and (v) waives any right or requirement at
any time hereafter to receive a copy of the Security Agreement in connection
with the registration of any Securities Collateral thereunder in the name of the
Administrative Agent or its nominee or the exercise of voting rights by the
Administrative Agent or its nominee.

                                    [                       ]


                                    By: __________________________________
                                        Name:
                                        Title:


                                     S- 4
<PAGE>

                                                                       EXHIBIT 2

                                    [Form of]


                           SECURITIES PLEDGE AMENDMENT

            This Security Pledge Amendment, dated as of November 14,2005, is
delivered pursuant to Section 5.1 of that certain security agreement (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the "Security Agreement;" capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Security
Agreement), dated as of November 14,2005, made by QUEST CHEROKEE, LLC, a
Delaware limited liability company and QUEST RESOURCE CORPORATION, a Nevada
corporation (collectively, the "Borrowers"), the Guarantors party thereto and
GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent (in such capacity and
together with any successors in such capacity, the "Administrative Agent"). The
undersigned hereby agrees that this Pledge Amendment may be attached to the
Security Agreement and that the Pledged Securities and/or Intercompany Notes
listed on this Pledge Amendment shall be deemed to be and shall become part of
the Pledged Collateral and shall secure all Indebtedness.

                               PLEDGED SECURITIES

             CLASS                             NUMBER OF       PERCENTAGE OF
            OF STOCK                            SHARES      ALL ISSUED CAPITAL
              OR         PAR   CERTIFICATE        OR          OR OTHER EQUITY
 ISSUER    INTERESTS    VALUE     NO(S)        INTERESTS    INTERESTS OF ISSUER
 ------    ---------    -----  ------------    ---------    -------------------


<PAGE>


                               INTERCOMPANY NOTES

                    PRINCIPAL        DATE OF         INTEREST        MATURITY
    ISSUER           AMOUNT          ISSUANCE          RATE            DATE
    ------           ------          --------          ----            ----


                                    [                             ],
                                      as Pledgor


                                    By: __________________________________
                                        Name:
                                        Title:

AGREED TO AND ACCEPTED:

GUGGENHEIM CORPORATE FUNDING, LLC.,
as Administrative Agent


By: ______________________________________
    Name:
    Title:


<PAGE>


                                                                       EXHIBIT 3


                                    [Form of]


                                JOINDER AGREEMENT

                                                           [Name of New Pledgor]
                                                        [Address of New Pledgor]


[Date]


--------------------------
--------------------------
--------------------------
--------------------------


Ladies and Gentlemen:


            Reference is made to that certain security agreement (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Security Agreement;" capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Security Agreement), dated
as of November 14, 2005, made by QUEST CHEROKEE, LLC, a Delaware limited
liability company and QUEST RESOURCE CORPORATION, a Nevada corporation
(collectively, the "Borrowers"), the Guarantors party thereto and GUGGENHEIM
CORPORATE FUNDING, LLC, as Administrative Agent (in such capacity and together
with any successors in such capacity, the "Administrative Agent").


            This letter supplements the Security Agreement and is delivered by
the under-signed, [________________] (the "New Pledgor"), pursuant to Section
3.5 of the Security Agree-ment. The New Pledgor hereby agrees to be bound as a
Guarantor and as a Pledgor by all of the terms, covenants and conditions set
forth in the Security Agreement to the same extent that it would have been bound
fit had been a signatory to the Security Agreement on the execution date of the
Security Agreement. The New Pledgor also hereby agrees to be bound as a party by
all of the terms, covenants and conditions applicable to it set forth in the
Guaranty and in Articles VII, VIII and IX of the Credit Agreement to the same
extent that it would have been bound if it had been a signatory to the Credit
Agreement on the execution date of the Credit Agreement. Without limiting the
generality of the foregoing, the New Pledgor hereby grants and pledges to the
Administrative Agent, as collateral security for the full, prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or
otherwise) of the Indebtedness, a Lien on and security interest in, all of its
right, title and interest in, to and under the Pledged Collateral and expressly
assumes all obligations and liabilities of a Guarantor and Pledgor thereunder.
The New Pledgor hereby makes each of the representations and warranties and
agrees to each of the covenants applicable to the Pledgors contained in the
Security Agreement and Article VII of the Credit Agreement.


<PAGE>


                                       2

            Annexed hereto are supplements to each of the schedules to the
Security Agreement and the Credit Agreement, as applicable, with respect to the
New Pledgor. Such supplements shall be deemed to be part of the Security
Agreement or the Credit Agreement, as applicable.

            This agreement and any amendments, waivers, consents or supplements
hereto may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all such counterparts together shall
constitute one and the same agreement.

THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


                                     - 2 -
<PAGE>

            IN WITNESS WHEREOF, the New Pledgor has caused this letter agreement
to be executed and delivered by its duly authorized officer as ofthe date first
above written.

                                    [NEW PLEDGOR]



                                    By: ______________________________________
                                        Name:
                                        Title:

AGREED TO AND ACCEPTED:

GUGGENHEIM CORPORATE FUNDING, LLC,
as Administrative Agent

By: _______________________________
    Name:
    Title:

                           [Schedules to be attached]


                                     - 3 -
<PAGE>


                                    EXHIBIT 4

                                    [Form of]

                CONTROL AGREEMENT CONCERNING SECURITIES ACCOUNTS

            This Control Agreement Concerning Securities Accounts (this "Control
Agreement"), dated as of [ ], by and among [QUEST CHEROKEE,
LLC][_______________] (the "Pledgor"), Guggenheim Corporate Funding, LLC (the
"Administrative Agent") and [ ] (the "Securities Intermediary"), is delivered
pursuant to Section 3.4(c) of that certain security agreement (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Security Agreement"), dated as of November 14,2005, made by the Pledgor and
each of the Guarantors listed on the signature pages thereto in favor of
GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent, as pledgee, assignee
and secured party (the "Administrative Agent"). This Control Agreement is for
the purpose of perfecting the security interests of the Secured Parties granted
by the Pledgor in the Designated Accounts described below. All references herein
to the "UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the State of New York. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Security Agreement.

            Section 1. Confirmation of Establishment and Maintenance of
Designated Accounts. The Securities Intermediary hereby confirms and agrees that
(i) the Securities Intermediary has established for the Pledgor and maintains
the account( s) listed in Schedule I annexed hereto (such account(s), together
with each such other securities account maintained by the Pledgor with the
Securities Intermediary collectively, the "Designated Accounts" and each a
"Designated Account'), (ii) each Designated Account will be maintained in the
manner set forth herein until termination of this Control Agreement, (iii) this
Control Agreement is the valid and legally binding obligation of the Securities
Intermediary, (iv) the Securities Intermediary is a "securities intermediary" as
defined in Article 8-1 02 (a)(l 4) of the UCC, (v) each of the Designated
Accounts is a "securities account" as such term is defined in Section 8-501(a)
of the UCC and (vi) all securities or other property underlying any financial
assets which are credited to any Designated Account shall be registered in the
name of the Securities Intermediary, endorsed to the Securities Intermediary or
in blank or credited to another securities account maintained in the name of the
Securities Intermediary and in no case will any financial asset credited to any
Designated Account be registered in the name of the Pledgor, payable to the
order of the Pledgor or specially endorsed to the Pledgor, except to the extent
the foregoing have been specially endorsed to the Securities Intermediary or in
blank.


<PAGE>
                                        2


            Section 2. "Financial Assets" Election. The Securities Intermediary
hereby agrees that each item of Investment Property credited to any Designated
Account shall be treated as a "financial asset" within the meaning of Section
8-102(a)(9) of the UCC.

            Section 3. Entitlement Order. If at any time the Securities
Intermediary shall receive an "entitlement order" (within the meaning of Section
8-102(a)(8) of the DCC) issued by the Administrative Agent and relating to any
financial asset maintained in one or more ofthe Designated Accounts, the
Securities Intermediary shall comply with such entitlement order without further
consent by the Pledgor or any other person. The Securities Intermediary shall
also comply with instructions directing the Securities Intermediary with respect
to the sale, exchange or transfer of financial assets held in each Designated
Account originated by a Pledgor, or any representative of, or investment manager
appointed by, a Pledgor until such time as the Administrative Agent delivers a
Notice of Sole Control pursuant to Section 9(i) to the Securities Intermediary.

            Section 4. Subordination of Lien; Waiver of Set-Off. The Securities
Intermediary hereby agrees that any security interest in any Designated Account
it now has or subsequently obtains shall be subordinate to the security interest
of the Administrative Agent. The financial assets and other items deposited to
any Designated Account will not be subject to deduction, set-off, banker's lien,
or any other right in favor of any person other than the Secured Parties (except
that the Securities Intermediary may set off all amounts due to the Securities
Intermediary in respect of its customary fees and expenses for the routine
maintenance and operation of the Designated Accounts, including overdraft fees
and amounts advanced to settle authorized transactions).

            Section 5. Choice of Law. Both this Control Agreement and the
Designated Accounts shall be governed by the laws of the State of New York.
Regardless of any provision in any other agreement, for purposes of the UCC, New
York shall be deemed to be the Securities Intermediary's jurisdiction and the
Designated Accounts (as well as the security entitlements related thereto) shall
be governed by the laws of the State of New York.

            Section 6. Conflict with Other Agreements; Amendments. As of the
date hereof, there are no other agreements entered into between the Securities
Intermediary and the Pledgor with respect to any Designated Account or any
security entitlements or other financial assets credited thereto (other than
standard and customary documentation with respect to the establishment and
maintenance of such Designated Accounts). The Securities Intermediary and the
Pledgor will not enter into any other agreement with respect to any Designated
Account unless the Administrative Agent shall have received prior written notice
thereof. The Securities Intermediary and the Pledgor have not and will not enter
into any other agreement with respect to (i) creation or perfection of any
security interest in or (ii) control of security entitlements maintained in any
of the Designated Accounts or purporting to limit or condition the obligation of
the Securities Intermediary to comply with entitlement orders with respect to
financial assets credited to any Designated Account as set forth in Section 3
hereof without the prior written consent of the Administrative Agent acting in
its sole discretion. In the event of any conflict with respect to control over
any Designated Account between this Control Agreement (or any portion hereof)
and any other agreement now existing or hereafter entered into, the terms of
this Control Agreement shall prevail. No amendment or modification of this
Control Agreement or waiver of any rights hereunder shall be binding on any
party hereto unless it is in writing and is signed by all the parties hereto.


                                     - 2 -
<PAGE>


                                       3

            Section 7. Certain Agreements.


            (i) The Securities Intermediary has furnished to the Administrative
Agent the most recent account statement issued by the Securities Intermediary
with respect to each of the Designated Accounts and the financial assets and
cash balances held therein, identifying the financial assets held therein in a
manner acceptable to the Administrative Agent. Each such statement accurately
reflects the assets held in such Designated Account as of the date thereof.

            (ii) The Securities Intermediary will, upon its receipt of each
supplement to the Security Agreement signed by the Pledgor and identifying one
or more financial assets as "Pledged Collateral," enter into its records,
including computer records, with respect to each Designated Account a notation
with respect to any such financial asset so that such records and reports
generated with respect thereto identify such financial asset as "Pledged."

            (iii) The Administrative Agent has delivered to the Securities
Intermediary a list, signed by an authorized representative of the officers of
the Administrative Agent authorized to give approvals or instructions under this
Control Agreement (the "Authorized Representatives") and the Securities
Intermediary shall be entitled to rely on communications from any such
Authorized Representatives until the earlier of the termination of this Control
Agreement in accordance with the terms hereof and notification by an Authorized
Representative of a change in such list at any time.

            Section 8. Notice of Adverse Claims. Except for the claims and
interest of the Securities Intermediary under Section 4, the Administrative
Agent and of the Pledgor in the financial assets maintained in the Designated
Account(s), the Securities Intermediary on the date hereof does not know of any
claim to, or security interest in, any Designated Account or in any financial
asset credited thereto and does not know of any claim that any person other than
the Administrative Agent has been given "control" (within the meaning of Section
8-106 of the Dee) of any Designated Account or any such financial asset. If the
Securities Intermediary becomes aware that any person is asserting any lien,
encumbrance or adverse claim (including any writ, garnishment, judgment, warrant
of attachment, execution or similar process or any claim of control) against any
of the financial assets maintained in any Designated Account, the Securities
Intermediary promptly notify the Administrative Agent and the Pledgor thereof.


                                     - 3 -
<PAGE>


                                       4

            Section 9. Maintenance of Designated Accounts. In addition to the
obligations of the Securities Intermediary in Section 3 hereof, the Securities
Intermediary agrees to maintain the Designated Accounts as follows:

            (i) Notice of Sole Control. If at any time the Administrative Agent
delivers to the Securities Intermediary a notice of sole control in
substantially the form set forth in Exhibit A attached hereto (the "Notice of
Sole Control") with respect to any Designated Account, the Securities
Intermediary agrees that, after receipt of such notice, it will take all
instructions with respect to such Designated Account solely from the
Administrative Agent and cease taking instructions from Pledgor, including,
without limitation, instructions for investment, distribution or transfer of any
financial asset maintained in any Designated Account. Permitting settlement of
trades pending at the time of receipt of such notice shall not constitute a
violation of the immediately preceding sentence.

            (ii) Voting Rights. Until such time as the Securities Intermediary
receives a Notice of Sale Control, the Pledgor, or an investment manager on
behalf of the Pledgor, shall direct the Securities Intermediary with respect to
the voting of any financial assets credited to any Designated Account.

            (iii) Statements and Confirmations. The Securities Intermediary will
send copies of all statements and other correspondence (excluding routine
confirmations) concerning any Designated Account or any financial assets
credited thereto simultaneously to each of the Pledgor and the Administrative
Agent at the address set forth in Section 11 hereof. The Securities Intermediary
will provide to the Administrative Agent, upon the Administrative Agent's
request therefor from time to time and, in any event, as of the last business
day of each calendar month, a statement of the market value of each financial
asset maintained in each Designated Account. The Securities Intermediary shall
not change the name or account number of any Designated Account without the
prior written consent of the Administrative Agent.

            (iv) Bailee for Perfection. The Securities Intermediary acknowledges
that, in the event that it should come into possession of any certificate
representing any security or other assets held as financial assets in any of the
Designated Accounts, the Securities Intermediary shall retain possession of the
same for the benefit of the Administrative Agent and such act shall cause the
Securities Intermediary to be deemed a bailee for the Administrative Agent, if
necessary to perfect the Administrative Agent's security interest in such
securities or assets. The Securities Intermediary hereby acknowledges its
receipt of a copy of the Security Agreement, which shall also serve as notice to
the Securities Intermediary of a security interest in collateral held by a
bailee.



                                     - 4 -
<PAGE>


                                       5


            Section 10. Successors; Assignment. The terms of this Control
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective corporate successors and permitted assignees.

            Section 11. Notices. Any notice, request or other communication
required or permitted to be given under this Control Agreement shall be in
writing and deemed to have been properly given when delivered in person, or when
sent by telecopy or other electronic means and electronic confirmation of error
free receipt is received or two (2) days after being sent by certified or
registered United States mail, return receipt requested. postage prepaid,
addressed to the party at the address set forth below.



            Pledgor:    [                 ]
                        [Address]
                        Attention:
                        Telecopy:
                        Telephone:

                        with copy to:

                        [                 ]
                        [Address]
                        Attention:
                        Telecopy:
                        Telephone:

            Securities
            Intermediary:[                 ]
                        [Address]
                        Attention:
                        Telecopy:
                        Telephone:

            Administrative
            Agent:      Guggenheim Corporate Funding, LLC
                        [______________________________
                        _______________________________]
                        Attention:
                        Telecopy:
                        Telephone:

            Any party may change its address for notices in the manner set forth
            above.



                                     - 5 -
<PAGE>


                                       6

            Section 12. Termination. The rights and powers granted herein to the
Administrative Agent are powers coupled with an interest and will be affected
neither by the bankruptcy of the Pledgor nor by the lapse of time. The
obligations of the Securities Intermediary hereunder shall continue in effect
until (i) the security interests of the Secured Parties with respect to the
financial assets maintained. in the Designated Account(s) have been terminated
and an Authorized Representative has notified the Securities Intermediary of
such termination in writing or (ii) thirty days following the Securities
Intermediary's delivery of written notice of such termination to the Pledgor and
the Administrative Agent.

            Section 13. Severability. If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this Agreement,
other than those provisions held invalid or unenforceable, shall be construed in
all respects as if such invalid or unenforceable term or provision were omitted.

            Section 14. Counterparts. This Control Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Control Agreement by signing
and delivering one or more counterparts.


                                     - 6 -
<PAGE>



                                    [                       ],
                                      as Pledgor



                                    By: ______________________________________
                                        Name:
                                        Title:



                                    GUGGENHEIM CORPORATE FUNDING, LLC,
                                      As Administrative Agent



                                    By: ______________________________________
                                        Name:
                                        Title:

                                    [                       ],
                                      as Securities Intermediary



                                    By: _____________________________________
                                        Name:
                                        Title:



                                     S - 1
<PAGE>

                                   SCHEDULE I

                              Designated Account(s)


<PAGE>


                                    EXHIBIT A


                [Letterhead of Guggenheim Corporate Funding, LLC]

                                                                          [Date]


[Securities Intermediary]
[Address]

Attention:

                           Re: Notice of Sole Control

Ladies and Gentlemen:

            As referenced in Section 9(i) of the Control Agreement Concerning
Designated Accounts dated as of [ ], by and among [ ], us and you (the "Control
Agreement") (a copy of which is attached) we hereby give you notice of our sale
control over the financial assets maintained in the Designated Account(s)
referred to in the Control Agreement, account numbers: _______________________
(the "Specified Designated Accounts"). You are hereby instructed not to accept
any direction, instruction or entitlement order with respect to financial assets
maintained in the Specified Designated Accounts from any person other than the
undersigned.


<PAGE>


            You are instructed to deliver a copy of this notice by facsimile
transmission to [Pledgor].

                                    Very truly yours,

                                    GUGGENHEIM CORPORATE FUNDING, LLC,
                                       as Administrative Agent


                                    By: ___________________________________
                                        Name:
                                        Title:

cc:  [Pledgor]


<PAGE>


                                                                       EXHIBIT 5


                                    [Form of]

                  CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS


            This CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS (this "Control
Agreement"), dated as of [ ], by and among [QUEST CHEROKEE, LLC] [ ] (the
"Pledgor"), GUGGENHEIM CORPORATE FUNDING, LLC (the "Administrative Agent") and [
] (the "Bank"), is delivered pursuant to Section 3.4(b) of that certain security
agreement (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Security Agreement"), dated as of November 14, 2005,
made by the Pledgor and each of the Guarantors listed on the signature pages
thereto in favor of GUGGENHEIM: CORPORATE FUNDING, LLC, as Administrative Agent,
as pledgee, assignee and secured party (the "Administrative Agent"). This
Control Agreement is for the purpose of perfecting the security interests of the
Secured Parties granted by the Pledgor in the Designated Accounts described
below. All references herein to the "UCC" shall mean the Uniform Commercial Code
as in effect from time to time in the State of New York. Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the
Security Agreement.

            Section 1. Confirmation of Establishment and Maintenance of
Designated Accounts. The Bank hereby confirms and agrees that (i) the Bank has
established for the Pledgor and maintains the deposit account(s) listed in
Schedule I annexed hereto (such account(s), together with each such other
deposit account maintained by the Pledgor with the Bank collectively, the
"Designated Accounts" and each a "Designated Account"), (ii) each Designated
Account will be maintained in the manner set forth herein until termination of
this Control Agreement, (iii) the Bank is a "bank," as such term is defined in
the UCC, (iv) this Control Agreement is the valid and legally binding obligation
of the Bank and (v) each Designated Account is a "deposit account" as such term
is defined in Article 9 of the UCC.

            Section 2. Control. The Bank shall comply with instructions
originated by the Administrative Agent without further consent of the Pledgor or
any person acting or purporting to act for the Pledgor being required,
including, without limitation, directing disposition of the funds in each
Designated Account. The Bank shall also comply with instructions directing the
disposition of funds in each Designated Account originated by the Pledgor or its
authorized representatives until such time as the Administrative Agent delivers
a Notice of Sole Control pursuant to Section 8(i) hereof to the Bank.


<PAGE>


            Section 3. Subordination of Lien Waiver of Set-Off. The Bank hereby
agrees that any security interest in any Designated Account it now has or
subsequently obtains shall be subordinate to the security interest of the
Administrative Agent. The funds deposited into any Designated Account will not
be subject to deduction, set-off, banker's lien, or any other right in favor of
any person other than the Secured Parties (except that the Bank may set off (i)
all amounts due to the Bank in respect of its customary fees and expenses for
the routine maintenance and operation of the Designated Accounts, including
overdraft fees, and (ii) the face amount of any checks or other items which have
been credited to any Designated Account but are subsequently returned unpaid
because of uncollected or insufficient funds).

            Section 4. Choice of Law. Both this Control Agreement and the
Designated Account(s) shall be governed by the laws of the State of New York.
Regardless of any provision in any other agreement, for purposes of the UCC, New
York shall be deemed to be the Bank's jurisdiction and the Designated Account(s)
shall be governed by the law of the State of New York..

            Section 5. Conflict with Other Agreements: Amendments. As of the
date hereof, there are no other agreements entered into between the Bank and the
Pledgor with respect to any Designated Account or any funds credited thereto
(other than standard and customary documentation with respect to the
establishment and maintenance of such Designated Accounts). The Bank and the
Pledgor will not enter into any other agreement with respect to any Designated
Account unless the Administrative Agent shall have received prior written notice
thereof. The Bank and the Pledgor have not and will not enter into any other
agreement with respect to control of the Designated Accounts or purporting to
limit Or condition the obligation of the Bank to comply with any orders or
instructions with respect to any Designated Account as set forth in Section 2
hereof without the prior written consent of the Administrative Agent acting in
its sole discretion. In the event of any conflict with respect to control over
any Designated Account between this Control Agreement (or any portion hereof)
and any other agreement now existing or hereafter entered into, the terms of
this Control Agreement shall prevail. No amendment or modification of this
Control Agreement or waiver of any right hereunder shall be binding on any party
hereto unless it is in writing and is signed by all the parties hereto.

            Section 6. Certain Agreements.


            (i) The Bank has furnished to the Administrative Agent the most
      recent account statement issued by the Bank with respect to each of the
      Designated Accounts and the cash balances held therein. Each such
      statement accurately reflects the assets held in such Designated Account
      as of the date thereof.

            (ii) The Administrative Agent has delivered to the Bank a list,
      signed by an authorized representative, of the officers of the
      Administrative Agent authorized to give approvals or instructions under
      this Control Agreement (the "Authorized Representatives") and the Bank
      shall be entitled to rely on communications from any such Authorized
      Representatives until the earlier of the termination of this Control
      Agreement in accordance with the terms hereof and notification by an
      Authorized Representative of a change in such list at any time.


                                     - 2 -
<PAGE>


            Section 7. Notice of Adverse Claims. Except for the claims and
interest of the Bank under Section 3, the Secured Parties and of the Pledgor in
the Designated Account(s), the Bank on the date hereof does not know of any
claim to, or security interest in, any Designated Account or in any funds
credited thereto and does not know of any claim that any person other than the
Administrative Agent has been given control (within the meaning of Section 8-106
of the UCC) of any Designated Account or any such funds. If the Bank becomes
aware that any person is asserting any lien, encumbrance or adverse claim
(including any writ, garnishment, judgment, warrant of attachment, execution or
similar process or any claim of control) against any funds in any Designated
Account, the Bank will promptly notify the Administrative Agent and the Pledgor
thereof.

            Section 8. Maintenance of Designated Accounts. In addition to the
obligations of the Bank in Section 2 hereof, the Bank agrees to maintain the
Designated Accounts as follows:

            (i) Notice of Sole Control. If at any time the Administrative Agent
delivers to the Bank a notice of sole control in substantially the form set
forth in Exhibit A attached hereto (the "Notice of Sale Control") with respect
to any Designated Account, the Bank agrees that, after receipt of such notice,
it will take all instruction with respect to such Designated Account solely from
the Administrative Agent and cease taking instructions from the Pledgor,
including, without limitation, instructions for distribution or transfer of any
funds in any Designated Account.

            (ii) Statements and Confirmations. The Bank will send copies of all
statements and other correspondence (excluding routine confirmations) concerning
any Designated Account simultaneously to the Pledgor and the Administrative
Agent at the address set forth in Section 10 hereof. The Bank will promptly
provide to the Administrative Agent, upon request therefor from time to time
and, in any event, as of the last business day of each calendar month, a
statement of the cash balance in each Designated Account. The Bank shall not
change the name or account number of any Designated Account without the prior
written consent of the Administrative Agent.

            Section 9. Successors; Assignment. The terms of this Control
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective corporate successors and permitted assignees.


                                     - 3 -
<PAGE>


            Section 10. Notices. Any notice, request or other communication
required or permitted to be given under this Control Agreement shall be in
writing and deemed to have been properly given when delivered in person, or when
sent by telecopy or other electronic means and electronic confirmation of error
free receipt is received or two (2) days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid,
addressed to the party at the address set forth below.


            Pledgor:    [                 ]
                        [Address]
                        Attention:
                        Telecopy:
                        Telephone:


                        with copy to:


                        [                 ]
                        [Address]
                        Attention:
                        Telecopy:
                        Telephone:


            Bank:       [                 ]
                        [                 ]
                        [                 ]
                        Attention:
                        Telecopy:
                        Telephone:


            Administrative
            Agent:      Guggenheim Corporate Funding, LLC
                        [______________________________
                        _______________________________]
                        Attention:
                        Telecopy:
                        Telephone:


            Any party may change its address for notices in the manner set forth
above.

            Section 11. Termination. The rights and powers granted herein to the
Administrative Agent are powers coupled with an interest and will be affected
neither by the bankruptcy of the Pledgor nor by the lapse of time. The
obligations of the Bank hereunder shall continue in effect until (i) the
security interests of the Secured Parties with respect to the Designated
Account(s) have been terminated and an Authorized Representative has notified
the Bank of such termination in writing or (ii) thirty days following the Bank's
delivery of written notice of such termination to the Administrative Agent and
Pledgor.


                                     - 4 -
<PAGE>


            Section 12. Severability. If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this Agreement,
other than those provisions held invalid or unenforceable, shall be construed in
all respects as if such invalid or unenforceable term or provision were omitted.

            Section 13. Counterparts. This Control Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Control Agreement by signing
and delivering one or more counterparts.


                                     - 5 -
<PAGE>



                                    [                       ],




                                    By: ______________________________________
                                        Name:
                                        Title:

                                    GUGGENHEIM CORPORATE FUNDING, LLC,
                                      As Administrative Agent



                                    By: ______________________________________
                                        Name:
                                        Title:

                                    [                       ],
                                      as Bank



                                    By: _____________________________________
                                        Name:
                                        Title:


                                     S - 1
<PAGE>


                                   SCHEDULE 1

                              Designated Account(s)



<PAGE>


                                    EXHIBIT A

                [Letterhead of Guggenheim Corporate Funding, LLC]

                                                                          [Date]

[Bank]

[Address]

Attention: ___________________



                           Re: Notice of Sole Control

Ladies and Gentlemen:

            As referenced in Section 8(i) of the Control Agreement Concerning
Designated Accounts dated as of [____________], by and among [___________], us
and you (the "Control Agreement") (a copy of which is attached) we hereby give
you notice of our sole control over the Designated Account(s) referred to in the
Control Agreement, having account number(s): (the "Specified Designated
Accounts"). You are hereby instructed not to accept any direction or
instructions with respect to the Specified Designated Accounts or any funds
credited thereto from any person other than the undersigned, unless otherwise
ordered by a court of competent jurisdiction.


<PAGE>


            You are instructed to deliver a copy of this notice by facsimile
transmission to [Pledgor].

                                    Very truly yours,

                                    Guggenheim Corporate Funding, LLC,
                                       as Administrative Agent



                                    By: ____________________________________
                                        Name:
                                        Title:

cc:  [Pledgor]




                                     - 2 -
<PAGE>

                                                                       EXHIBIT 6


                                    [Form of]

                          COPYRIGHT SECURITY AGREEMENT



            Copyright Security Agreement, dated as of [ ], by QUEST CHEROKEE,
LLC and QUEST RESOURCE CORPORATION, a Nevada corporation (collectively, the
"Borrowers") and each Guarantor listed on Schedule II hereto (collectively, the
"Original Guarantors," together with the Borrowers, the "Pledgors"), in favor of
GUGGENHEIM CORPORATE FUNDING, LLC, in its capacity as Administrative Agent
pursuant to the Credit Agreement (in such capacity, the "Administrative Agent").


                             W I T N E S S E T H:
                             - - - - - - - - - -


            WHEREAS, Pledgors are party to a Security Agreement dated November
14,2005 (the "Security Agreement") in favor of the Administrative Agent pursuant
to which the Pledgors are required to execute and deliver this Copyright
Security Agreement;


            Now, THEREFORE, in consideration of the premises and to induce the
Administrative Agent, for the benefit of the Secured Parties, to enter into the
Credit Agreement, the Pledgors hereby agree with the Administrative Agent as
follows:

            Section 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.

            Section 2. Grant of Security Interest in Copyright Collateral. Each
Pledgor hereby pledges and grants to the Administrative Agent for the benefit of
the Secured Parties a lien on and security interest in and to all of its right,
title and interest in, to and under all the following Pledged Collateral of such
Pledgor:

            (a)   Copyrights of such Pledgor listed on Schedule I attached
                  hereto; and

            (b)   all Proceeds of any and all of the foregoing (other than
                  Excluded Property).

            Section 3. Security Agreement. The security interest granted
pursuant to this Copyright Security Agreement is granted in conjunction with the
security interest granted to the Administrative Agent pursuant to the Security
Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Administrative Agent with respect to the security interest in
the Copyrights made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. In the event that any provision of this
Copyright Security Agreement is deemed to conflict with the Security Agreement,
the provisions of the Security Agreement shall control unless the Administrative
Agent shall otherwise determine.


<PAGE>


            Section 4. Termination. Upon the full performance of the
Indebtedness, the Administrative Agent shall execute, acknowledge, and deliver
to each Pledgor an instrument in writing in recordable fom1 releasing the
collateral pledge, grant, assignment, lien and security interest in the
Copyrights under this Copyright Security Agreement.

                            [signature page follows]


                                     - 2 -
<PAGE>


IN WITNESS WHEREOF, each Pledgor has caused this Copyright Security Agreement to
be executed and delivered by its duly authorized officer as of the date first
set forth above.

                                    Very truly yours,

                                    QUEST CHEROKEE, LLC



                                    By: _________________________________
                                        Name:
                                        Title:



                                    QUEST RESOURCE CORPORATION



                                    By: _________________________________
                                        Name:
                                        Title:



                                    [ORIGINAL GUARANTORS](1)



                                    By: _________________________________
                                        Name:
                                        Title:


_________________________________
1  This document needs only to be executed by any Guarantor which owns a pledged
   Copyright.

                                     - 3 -
<PAGE>


Accepted and Agreed:

GUGGENHEIM CORPORATE FUNDING, LLC,
as Administrative Agent


By: _______________________________
    Name:
    Title:



                                     - 4 -
<PAGE>


                                   SCHEDULE I
                                       to
                          COPYRIGHT SECURITY AGREEMENT
              COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS


Copyright Registrations:

                             REGISTRATION
OWNER                        NUMBER                     TITLE
---------------              ---------------            ---------------
---------------              ---------------            ---------------


Copyright Applications:


OWNER                        TITLE
---------------              ---------------
---------------              ---------------


                                     - 5 -
<PAGE>


                                   SCHEDULE II
                                       to
                          COPYRIGHT SECURITY AGREEMENT
                               ORIGINAL GUARANTORS
                               -------------------


NAME                                      ADDRESS
----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------


                                     - 6 -
<PAGE>


                                                                       EXHIBIT 7



                                    [Form of]

                            PATENT SECURITY AGREEMENT


            Patent Security Agreement, dated as of[ ], by QUEST CHEROKEE, LLC
and QUEST RESOURCE CORPORATION, a Nevada corporation (collectively, the
"Borrowers") and each Guarantor listed on Schedule II hereto (collectively, the
"Original Guarantors," and together with the Borrowers, the "Pledgors"), in
favor of GUGGENHEIM CORPORATE FUNDING, LLC, in its capacity as Administrative
Agent pursuant to the Credit Agreement (in such capacity, the "Administrative
Agent").


                             W I T N E S S E T H:
                             - - - - - - - - - -

            WHEREAS, Pledgors are party to a Security Agreement dated November
14, 2005 (the "Security Agreement") in favor of the Administrative Agent
pursuant to which the Pledgors are required to execute and deliver this Patent
Security Agreement;


            Now, THEREFORE, in consideration of the premises and to induce the
Administrative Agent, for the benefit of the Secured Parties, to enter into the
Credit Agreement, the Pledgors hereby agree with the Administrative Agent as
follows:

            Section 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.

            Section 2. Grant of Security Interest in Patent Collateral. Each
Pledgor hereby pledges and grants to the Administrative Agent for the benefit of
the Secured Parties a lien on and security interest in and to all of its right,
title and interest in, to and under all the following Pledged Collateral of such
Pledgor:


            (a)   Patents of such Pledgor listed on Schedule I attached hereto;
                  and

            (b)   all Proceeds of any and all of the foregoing (other than
                  Excluded Property).

            Section 3. Security Agreement. The security interest granted
pursuant to this Patent Security Agreement is granted in conjunction with the
security interest granted to the Administrative Agent pursuant to the Security
Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Administrative Agent with respect to the security interest in
the Patents made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. In the event that any provision of this
Patent Security Agreement is deemed to conflict with the Security Agreement, the
provisions of the Security Agreement shall control unless the Administrative
Agent shall otherwise determine.


<PAGE>


            Section 4. Termination. Upon the full performance of the
Indebtedness, the Administrative Agent shall execute, acknowledge, and deliver
to each Pledgor an instrument in writing in recordable form releasing the
collateral pledge, grant, assignment, lien and security interest in the Patents
under this Patent Security Agreement.

                            [signature page follows]


                                     - 2 -
<PAGE>


            IN WITNESS WHEREOF, each Pledgor has caused this Patent Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.

                                    Very truly yours,

                                    QUEST CHEROKEE, LLC



                                    By: _________________________________
                                        Name:
                                        Title:



                                    QUEST RESOURCE CORPORATION



                                    By: _________________________________
                                        Name:
                                        Title:



                                    [ORIGINAL GUARANTORS](2)



                                    By: _________________________________
                                        Name:
                                        Title:


_________________________________
2  This document needs only to be executed by any Guarantor which owns a pledged
   Patent.


                                     - 3 -
<PAGE>


Accepted and Agreed:

GUGGENHEIM CORPORATE FUNDING, LLC,
as Administrative Agent



By: ________________________________
    Name:
    Title:


                                     - 4 -
<PAGE>

                                   SCHEDULE I
                                       to
                            PATENT SECURITY AGREEMENT
                 PATENT REGISTRATIONS AND PATENT APPLICATIONS


Patent Registrations:

                             REGISTRATION
OWNER                        NUMBER                     NAME
---------------              ---------------            ---------------
---------------              ---------------            ---------------


Patent Applications:

                             APPLICATION
OWNER                        NUMBER                     NAME
---------------              ---------------            ---------------
---------------              ---------------            ---------------



                                     - 5 -
<PAGE>

                                   SCHEDULE II
                                       to
                            PATENT SECURITY AGREEMENT
                               ORIGINAL GUARANTORS

NAME                                      ADDRESS
----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------


                                     - 6 -
<PAGE>


                                                                       EXHIBIT 8


                                    [Form of]

                          TRADEMARK SECURITY AGREEMENT


            Trademark Security Agreement, dated as of [ ], by QUEST CHEROKEE,
LLC and QUEST RESOURCE CORPORATION, a Nevada corporation (collectively, the
"Borrowers") and each Guarantor listed on Schedule II hereto (collectively, the
"Original Guarantors," together with the Borrowers, the "Pledgors"), in favor of
GUGGENHEIM CORPORATE FUNDING, LLC, in its capacity as Administrative Agent
pursuant to the Credit Agreement (in such capacity, the "Administrative Agent").


                             W I T N E S S E T H:
                             - - - - - - - - - -

            WHEREAS, Pledgors are party to a Security Agreement dated November
14, 2005 (the "Security Agreement") in favor of the Administrative Agent
pursuant to which the Pledgors are required to execute and deliver this
Trademark Security Agreement;

            NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent, for the benefit of the Secured Parties, to enter into the
Credit Agreement, the Pledgors hereby agree with the Administrative Agent as
follows:

            Section 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.

            Section 2. Grant of Security Interest in Trademark Collateral. Each
Pledgor hereby pledges and grants to the Administrative Agent for the benefit of
the Secured Parties a lien on and security interest in and to all of its right,
title and interest in, to and under all the following Pledged Collateral of such
Pledgor:

            (a) Trademarks of such Pledgor listed on Schedule I attached hereto;

            (b) all Goodwill associated with such Trademarks; and

            (c) all Proceeds of any and all of the foregoing (other than
               Excluded Property).

            Section 3. Security Agreement. The security interest granted
pursuant to this Trademark Security Agreement is granted in conjunction with the
security interest granted to the Administrative Agent pursuant to the Security
Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Administrative Agent with respect to the security interest in
the Trademarks made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. In the event that any provision of this
Trademark Security Agreement is deemed to conflict with the Security Agreement,
the provisions of the Security Agreement shall control unless the Administrative
Agent shall otherwise determine.


<PAGE>


            Section 4. Termination. Upon the full performance of the
Indebtedness, the Administrative Agent shall execute, acknowledge, and deliver
to each Pledgor an instrument in writing in recordable form releasing the
collateral pledge, grant, assignment, lien and security interest in the
Trademarks under this Trademark Security Agreement.

                            [signature page follows]


                                     - 2 -
<PAGE>



            IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.

                                    Very truly yours,

                                    QUEST CHEROKEE, LLC



                                    By: _________________________________
                                        Name:
                                        Title:



                                    QUEST RESOURCE CORPORATION



                                    By: _________________________________
                                        Name:
                                        Title:



                                    [ORIGINAL GUARANTORS](3)



                                    By: _________________________________
                                        Name:
                                        Title:


_________________________________
3  This document needs only to be executed by any Guarantor which owns a pledged
   Trademark.


                                     - 3 -
<PAGE>


Accepted and Agreed:

GUGGENHEIM CORPORATE FUNDING, LLC,
as Administrative Agent

By: ________________________________
    Name:
    Title:



By: _______________________________
    Name:
    Title:



                                     - 4 -
<PAGE>


                                   SCHEDULE I
                                       to
                          TRADEMARK SECURITY AGREEMENT
              TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS


Trademark Registrations:

                             REGISTRATION
OWNER                        NUMBER                     TRADEMARK
---------------              ---------------            ---------------
---------------              ---------------            ---------------


Trademark Applications:

                             REGISTRATION
OWNER                        NUMBER                     TRADEMARK
---------------              ---------------            ---------------
---------------              ---------------            ---------------



                                     - 5 -
<PAGE>


                                   SCHEDULE II
                                       to
                          TRADEMARK SECURITY AGREEMENT
                               ORIGINAL GUARANTORS

NAME                                      ADDRESS
----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------

----------------------------------------  --------------------------------------



                                     - 6 -
<PAGE>


                                                                       EXHIBIT 9

           FORM OF NOTICE TO BAILEE OF SECURITY INTEREST IN INVENTORY





CERTIFIED MAIL - RETURN RECEIPT REQUESTED

                                    [                                ], 200[ ]

TO:   [Bailee's Name]
      [Bailee's Address]

                  Re:   [Borrowers]

Ladies and Gentlemen:

            In connection with that certain Security Agreement, dated as of
November 14, 2005 (the "Security Agreement"), made by QUEST CHEROKEE, LLC, QUEST
RESOURCE CORPORATION, the Guarantors party thereto and Guggenheim Corporate
Funding, LLC ("Guggenheim") as Administrative Agent, we have granted to
Guggenheim a security interest in substantially all of our personal property,
including our inventory.

            This letter constitutes notice to you, and your signature below will
constitute your acknowledgment, of Guggenheim's continuing first priority
security interest in all goods with respect to which you are acting as bailee.
Until you are notified in writing to the contrary by Guggenheim, however, you
may continue to accept instructions from us regarding the delivery of goods
stored by you.

            Your acknowledgment also constitutes a waiver and release, for
Guggenheim's benefit, of any and all claims, liens, including bailee's liens,
and demands of every kind which you have or may later have against such property
(including any right to include such property in any secured financing to which
you may become party).

            In order to complete our records, kindly have a duplicate of this
letter signed by an officer of your company and return same to us at your
earliest convenience.

Receipt acknowledged, confirmed and Very truly yours, approved:

    [BAILEE]                                  [APPLICABLE PLEDGOR]


By: _______________________________       By: _______________________________
    Name:                                         Name:
    Title:                                        Title:


cc:   Guggenheim Corporate Funding, LLC


<PAGE>