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Simmons and Steve Hochstein in the case styled *Quest Resource Corporation, et al. v. RockportEnergy, LLC, et al.*; Cause No. 2008-52399; In the District Court of Harris County, Texas;165th Judicial District (the “Lawsuit”); and     WHEREAS, Rockport Energy, LLC, Bryan T. Simmons (“Simmons”), and Steven Hochstein(“Hochstein”) filed cross-claims against Jerry D. Cash (“Cash”); and     WHEREAS, Cash did not file an answer to the Lawsuit or to cross-claims; and     WHEREAS, Quest amended its petition and dropped Rockport Georgetown Partners, LLC; RockportGeorgetown, LLC; and Rockport Georgetown Holdings, LP as defendants in the Lawsuit; and     WHEREAS, Rockport Energy, LLC, Bryan T. Simmons and Steven Hochstein deny all liability underclaims asserted by Quest; and     WHEREAS, there is uncertainty and disagreement concerning the existence and extent ofliability regarding matters at issue in the Lawsuit; and     WHEREAS, to avoid the expense, inconvenience, and uncertainty of litigation, the Parties wishto compromise and settle the claims filed in the Lawsuit and the matters in dispute among them withrespect to the Lawsuit; and     WHEREAS, the Parties do not wish or intend this Agreement to be an admission by any of themconcerning any matter whatsoever; and     NOW THEREFORE, in consideration of the promises contained herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree asfollows:
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     1. **Settlement****:** a. **As to Quest’s Claims against Rockport Energy LLC, Bryan T.Simmons, Steve Hochstein, and Jerry Cash**: Rockport Energy, LLC agrees toassign, convey, pay or cause to be assigned, conveyed, or paid to Quest andQuest agrees to accept the following: 1. 60% of Rockport Energy, LLC’sinterest in the Bird Island well (API# 17-023-22995), the ALL RASUA unit, respective State Lease No. 18809 and any otherinterests in said unit. The interest shall be assigned to Questin the form attached as Exhibit A.  2. 60% of Rockport Energy, LLC’simputed interest in LGS Partners, L.P. The interest shall beconveyed to Quest in the form attached as Exhibit B.  3. A cash payment of $188,650.00.The payment of $188,650 shall be paid within five (5) businessdays of the full execution of this Full and Final SettlementAgreement and Release by the Parties by wire transfer to:    Name of institution: Comerica BankName on the account: Quest Resource CorporationABA No.: 111000753Account number: 1881237372 b. **As to Rockport Energy, LLC, Bryan T. Simmons and SteveHochstein’s claims against Jerry Cash**: Rockport Energy, LLC will transfer$80,000 which has been held by Rockport Energy tax obligations. The amountwill be forwarded to Cash’s accountant, Tom Swearingen, to be held in escrow
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   pending payment to the I.R.S. Upon the completion of assignments, conveyancesand payments due to Quest described above, Cash shall no longer have anyinterest in Rockport Energy, LLC and hereby relinquishes any such interest toBryan T. Simmons and Steve Hochstein. Cash agrees to relinquish his membershipin Rockport Energy, LLC in the form attached as Exhibit C.     2. **Release by Quest of Rockport Energy, LLC**: Quest Resource Corporation, Quest EnergyPartners, L.P., Quest Midstream Partners, L.P. and its past and present affiliates, parents,subsidiaries, divisions, predecessors, successors and assigns, and its present and former partners,employees, representatives, officers, directors, shareholders, and attorneys (the “Quest Parties”),hereby release and forever discharge Rockport Energy, LLC and its past and present affiliates,parents, subsidiaries, divisions, predecessors, successors and assigns, and its present and formermembers, managers, employees, representatives, officers, directors, and attorneys (the “RockportEnergy Parties”) of and from any and all claims, causes of action, suits, demands, charges,disputes, matters, controversies, liability, accrued or to accrue in the future, known or unknown,relating to, arising out of, or in any way connected to the events and transactions which werebrought or could have been brought in the Lawsuit. This is a general release and is intended to beas broad as the law allows.     3. **Release by Quest of Bryan T. Simmons**: The Quest Parties hereby release and foreverdischarge Bryan T. Simmons and his heirs, representatives, agents, successors, and assigns (the“Simmons Parties”) of and from any and all claims, causes of action, suits, demands, charges,disputes, matters, controversies, liability, accrued or to accrue in the future, known or unknown,relating to, arising out of, or in any way connected to the events and transactions
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which were brought or could have been brought in the Lawsuit. This is a general release andis intended to be as broad as the law allows.     4. **Release by Quest of Steven Hochstein**: The Quest Parties hereby release and foreverdischarge Steven Hochstein and his heirs, representatives, agents, successors, and assigns (the“Hochstein Parties”) of and from any and all claims, causes of action, suits, demands, charges,disputes, matters, controversies, liability, accrued or to accrue in the future, known or unknown,relating to, arising out of, or in any way connected to the events and transactions which werebrought or could have been brought in the Lawsuit. This is a general release and is intended to beas broad as the law allows.     5. **Release by Quest of Rockport Georgetown Partners, LLC; Rockport Georgetown, LLC; andRockport Georgetown Holdings, LP****:**The Quest Parties hereby release and forever dischargeRockport Georgetown Partners, LLC; Rockport Georgetown, LLC; and Rockport Georgetown Holdings, LP,and their past and present affiliates, parents, subsidiaries, divisions, predecessors, successorsand assigns, and their present and former members, managers, partners, employees, representatives,officers, directors, and attorneys (“the Rockport Georgetown Releasees”) of and from all claims,causes of action, suits, demands, charges, disputes, matters, controversies, liability, accrued orto accrue in the future, known or unknown, relating to, arising out of, or in any way connected tothe events and transactions which were brought or could have been brought in the Lawsuit. This isa general release and is intended to be as broad as the law allows.     6. **Release by Jerry Cash of Rockport Energy, LLC, Bryan T. Simmons and StevenHochstein**: Cash and his heirs, representatives, agents, successors, and assigns (the “CashParties”) hereby release and forever discharge the Rockport Energy Parties, the Simmons
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Parties and the Hochstein Parties of and from all claims, causes of action, suits, demands,charges, disputes, matters, controversies, liability, accrued or to accrue in the future, known orunknown, relating to, arising out of, or in any way connected to the events and transactions whichwere brought or could have been brought in the Lawsuit. This is a general release and is intendedto be as broad as the law allows.     7. **Release by Rockport Energy, LLC, Bryan T. Simmons and Steven Hochstein of JerryCash**: The Rockport Energy Parties, the Simmons Parties and the Hochstein Parties herebyrelease and forever discharge the Cash Parties of and from all claims, causes of action, suits,demands, charges, disputes, matters, controversies, liability, accrued or to accrue in the future,known or unknown, relating to, arising out of, or in any way connected to the events andtransactions which were brought or could have been brought in the Lawsuit. This is a generalrelease and is intended to be as broad as the law allows.     8. **Independent Settlement Agreement between Cash and Quest**: The Parties acknowledgeand agree that the terms, conditions, obligations and representations embodied in the SettlementAgreement dated May 19, 2009, between Cash and the Quest Entities (“Quest/Cash Agreement”)supersede the terms, conditions, obligations and representations embodied in this Agreement withregard to Cash and the Quest Entities to the extent they are inconsistent with the terms,conditions, obligations and representations embodied in the Quest/Cash Agreement.     9. **Defense and Indemnity Obligations**: The Quest Parties are obligated to defend andindemnify Bryan T. Simmons and Steven Hochstein for actions taken as officers and employees ofQuest or a related Quest entity to the extent that defense and indemnity is provided
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to Quest employees, officers or directors. This Agreement does not include any release of theQuest Parties’ obligations to defend and indemnify Bryan T. Simmons and Steven Hochstein.     10. **Dismissal with Prejudice****:**In consideration for the mutual promises contained inthis Agreement, the parties shall file a Motion for Dismissal with Prejudice in the form attachedhereto as Exhibit D. Said Motion for Dismissal with Prejudice shall be filed in the Lawsuit withinfive (5) business days following Quest’s receipt of the assignments, conveyances and paymentsdescribed above in Part 1.a. Each Party will be fully responsible for its own court costs,including taxable court costs, attorneys’ fees, and all other expenses arising out of the Lawsuitor this Agreement.     11. **Confidentiality Agreement****:**The parties agree that the terms of this Agreementshall be CONFIDENTIAL. This means that the parties and their attorneys shall not disclose toanyone the terms of this Agreement, including the amount paid (or that any amount was paid) insettlement of the Lawsuit, except as required by legal or regulatory process, court order,governmental authority, professional requirements, or insurance agreement. Any person to whom thisinformation is disclosed will be advised that the information is confidential. In the event thatdisclosure of this Agreement or its terms is sought from any party to this Agreement by subpoena orother legal process, the party upon whom the request is serviced shall give notice of the requestas soon as practicable, by fax and by overnight delivery to the other Party’s counsel.     12. **Ownership of Claims Released**: a. Quest represents that it owns the claims and rights beingreleased in paragraphs 2-5 (the “Quest Released Claims”), and that no otherperson or
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   entity owns, asserts, or has ever asserted any interest in the Quest ReleasedClaims.  b. Cash represents that he owns the claims and rights beingreleased in paragraph 6 (the “Cash Released Claims”), and that no other personor entity owns, asserts, or has ever asserted any interest in the Cash ReleasedClaims.  c. Rockport Energy, LLC, Bryan T. Simmons and Steve Hochsteinrepresent that they own the claims and rights being released in paragraph 7(the “Rockport Released Claims”), and that no other person or entity owns,asserts, or has ever asserted any interest in the Rockport Released Claims     13. **Governing Law****:**This Agreement is to be construed, interpreted, and enforced underthe laws of the State of Texas.     14. **No Waiver****:**No waiver of any provision of this Agreement shall be effective unlessit is in writing and signed by the party against whom it is asserted, and any such written waivershall be applicable only to the specific instance to which it relates and shall not be deemed to bea continuing or future waiver.     15. **Execution in Counterparts****:**This Agreement may be signed in separate counterpartsby facsimile, each of which shall constitute an original.     16. **Entire Agreement and Amendments****:**The Parties agree that this Agreement sets forthall the promises and agreements between them and supersedes all prior and contemporaneousagreements, understandings, inducements, or conditions, expressed or implied, oral or written. Nomodifications, amendments, or changes to this Agreement shall be valid unless in writing and signedby an authorized representative of the Parties.
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     17. **Successors****:**It is understood and agreed that this Agreement shall be binding uponand inure to the benefit of the Parties and their respective heirs, representatives, successors,and assigns.     18. **Authority****:**Each signatory to this Agreement hereby warrants and represents thatsuch person has full authority to bind the Party or Parties for whom such person acts.     19. **Voluntary Execution****:**The Parties executing this Agreement represent, warrant andacknowledge that both they and their attorneys have read this Agreement, that they have consultedwith their attorneys regarding this Agreement, that they are authorized to execute this Agreement,that there may be facts pertaining to the subject matter of this Agreement of which they are notpresently aware but that they assume the risk of entering into this Agreement notwithstanding, thatthis Agreement is binding on them and their respective entities after execution by them, and thatthey execute this Agreement voluntarily, in good faith and without reliance upon any representationof any kind or character not expressly set forth herein.     20. **No Admission of Liability**: It is fully understood by the Parties that the termsof this Agreement are contractual, that the Agreement is made in compromise, resolution, andsettlement of all disputed claims, that such compromise, resolution, and settlement and thisAgreement shall not be taken as an admission of liability of any kind or character by any of theParties, and that such liability is expressly denied by the Parties. This Agreement shall not beadmissible in any proceeding or cause of action as an admission of liability by any of the Parties.     21. **Construction of Agreement****:**All Parties have contributed to the drafting of thisAgreement and have had an opportunity to consult with their respective counsel of their choice andto change any provision within this Agreement prior to its execution. In the event of any disputearising among the Parties in connection with this Agreement, it is the intent of the Parties
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that no party shall be entitled to have any wording of this Agreement construed either infavor of or against any other party based on the fact that such party is alleged to have been thedrafter of the Agreement.     22. **Severability**: This Agreement is intended to be performed in accordance with, andonly to the extent permitted by, all applicable legal requirements. If any provision of thisAgreement or the application of this Agreement to any person or circumstance shall for any reasonand to any extent, be invalid or unenforceable, the part of this Agreement in which such provisionis contained, the remainder of this Agreement, and the application of such provision to otherpersons or circumstances shall not be affected thereby, but rather shall be enforced to thegreatest extent permitted by law.     23. **Attorneys’ Fees****:**If any Party files a lawsuit to enforce or construe anyprovision in this Agreement, the prevailing party shall be entitled to recover all attorneys’ feesand costs of court incurred in same.*signatures appear on the following page*
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To evidence assent to the terms of this Agreement, the Parties have executed this Agreement as setforth below:**Quest Resource Corporation**     By: /s/ David C. Lawler         (name), (office)  **ACKNOWLEDGMENT**     STATE OF OKLAHOMA §    §  COUNTY OF OKLAHOMA §       BEFORE ME, the undersigned authority, on this day personally appeared David C. Lawler,President of Quest Resource Corporation, known to me to be the person who signed the foregoing Fulland Final Settlement Agreement and Mutual Release, and acknowledged that he signed on behalf ofQuest Resource Corporation voluntarily and of his own free will after having read and understoodits effect.     GIVEN before me this 15th day of May, 2009, by the said David C. Lawler, President of QuestResource Corporation.     /s/ Jerris Johnson NOTARY PUBLIC in and for