Ex. 10.1
                                                     Consent to Voting Agreement


                           LAMB-CASH VOTING AGREEMENT

                      CONSENT OF TRANSFEREE OF QUEST SHARES

        Whereas,  the undersigned is purchasing 50,000 shares of common stock of
Quest Resource  Corporation from Jerry D. Cash ("Quest Shares);

        Whereas,  the Quest  Shares are  subject to a voting  agreement  between
Douglas L. Lamb and Jerry D. Cash ("Voting Agreement") dated November 8, 2002 (a
copy of which the undersigned acknowledges receiving);

        Whereas,   Section  2.4  of  the  Voting  Agreement  requires  that  any
transferee  of shares of common  stock owned by Douglas L. Lamb or Jerry D. Cash
agree,  in writing,  to be bound by the Voting  Agreement and agree to all terms
and conditions of the Voting Agreement; and

        Whereas,  the Voting  Agreement  is in full force and effect and has not
been amended.

        The  undersigned  hereby agrees to be bound by the Voting  Agreement and
agrees to all terms and conditions of the Voting Agreement.

        Specifically,  the  undersigned  agrees,  during  the term of the Voting
Agreement,  to use the votes accorded to the Quest Shares to elect the following
as directors of Quest Resource Corporation:

               1.     Douglas L. Lamb; 2. the designee of Douglas L. Lamb;
               3.     the additional designees of Douglas L. Lamb (if any and as
                      provided in the Voting Agreement);
               4.     Jerry D. Cash; 5. the designee of Jerry D. Cash; and
               6.     the  additional  designees of Jerry D. Cash (if any and as
                      provided in the Voting Agreement).

        Except  for sales of the Quest  Shares in the  public  market,  each and
every  transferee or assignee of the Quest Shares from the undersigned  shall be
bound by and subject to the terms and conditions of the Voting Agreement. Except
for sales in the public  market,  the  undersigned  shall  require that any such
transferee or assignee  agree in writing to be bound by, and subject to, all the
terms and conditions of the Voting Agreement.

        As used in this instrument,  a sale of Quest Shares in the public market
means a  transaction  meeting  the  requirements  of the first  sentence of Rule
144(f) under the Securities Act of 1933, as amended ("Rule 144"),  with the term
"brokers' transaction" having the meaning ascribed to such term in Rule 144(g).

        In  addition to any other  legend  required  by law or  agreement,  each
certificate  evidencing the Quest Shares shall be stamped or otherwise imprinted
with a legend to the following effect:

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

        In witness  whereof,  the undersigned has executed this instrument as of
April 9, 2003.

                                     SHILOH OIL CORPORATION


                                     By:   /s/ Gene Furnish
                                           -----------------------------------
                                     Name: Gene Furnish
                                           -----------------------------------
                                     Title: President
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