*Quest Energy Partners, L.P., and Quest Midstream Partners, L.P. v. Rockport Energy, L.L.C.,Rockport Georgetown Partners, L.L.C., Rockport Georgetown, L.L.C., Rockport Georgetown Holdings,L.P., Jerry D. Cash, Bryan T. Simmons and Steve Hochstein*; Case No. 2008-52399 (the “‘Lawsuit”).     WHEREAS, disputes have arisen between the Quest Entities, on the one hand, and Cash, on theother hand, regarding Cash’s Quest Employment, the Transfers and the Lawsuit.     WHEREAS, in order to avoid possible disputes, costs, burdens or distractions of futurelitigation, the Parties now desire, and, through the execution of this Settlement Agreement,intend, to resolve and settle all disputes among the Parties, including those related to Cash’sQuest Employment, the Transfers and the Lawsuit.     NOW THEREFORE, in consideration of the mutual promises set forth herein, and other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties,intending to be legally bound, hereby agree as follows:**I.** **TERMS OF SETTLEMENT**     Upon execution and delivery of four original copies of this Settlement Agreement by theParties and the complete execution by counsel for the Parties of an Order of Dismissal withPrejudice for filing with the Clerk of the Court to formally dismiss Cash from the Lawsuit, theParties agree to and will do the following:     (a) Cash agrees to transfer and convey to the Quest Entities the following: 1) the net proceeds after closing on the sale of Cash’s residenceat 7401 Nichols Road, Nichols Hills, Oklahoma 73120;  2) all of Cash’s interest in STP Newco, Inc., including the NorthHoltuke Unit located in Seminole and Pottawattamie Counties, Oklahoma and inthe South Pond Creek Unit located in Grant County, Oklahoma effective March 1,2009;
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 3) all of Cash’s interest in Rockport Energy, LLC, including butnot limited to interests in the Bird Island Well located in Southern Louisianaand in LGS, L.P.     All monies paid at the closing of the Cash residence will be paid to the Quest Entities.     (b) Cash represents and warrants that after the conveyance of the assets set forth in (a)above, he has no direct or indirect ownership interest in any other assets (other than: (i) 1.78million shares of Quest Resource Corporation common stock pledged to secure loans from Intrust Banktotaling approximately $6 million; (ii) Cash’s Quest 401(K) account; (iii) a rental house at 1612Downing Street, Oklahoma City, Oklahoma with a value of approximately $110,000, subject to amortgage of approximately $73,000; (iv) the balance of Cash’s distributions from his interest inthe North Holtuke Unit and South Pond Creek Unit through March 1, 2009; (v) two 2005 Ford F-150s,one 2008 leased Range Rover Sport and one BMW;1 and (vi) personal property excluded fromthe sale of Cash’s residence and personal property included therewith).     (c) The Quest Entities acknowledge that STP Newco, Inc. is obligated to Coppermark Bank for anote in the approximate amount of $686,461 relating to the North Holtuke and South Pond CreekUnits.     (d) Cash and the Quest Entities further agree to exchange for equal value three paintings byGordon Brown (located at the offices of the Quest Entities and purchased by Cash) for two rocksculptures described as “Quartz Cluster” and “Down Rabbit Hole,” as well as a “Petrified Stump”(located at Cash’s residence and purchased by the Quest Entities).     (e) The Quest Entities will waive the one-year non-compete as to Cash outlined in Paragraph 15of Cash’s Employment Agreement dated April 2, 2007. 1 The Range Rover and BMW are leased by STP Newco. Theleases must be assigned to a person or entity other than STP Newco or deliveredto Quest’s office at 210 Park Avenue.
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     (f) Quest Resource Corporation agrees to satisfy $125,000 of Cash’s outstanding legal fees andexpenses from August 2008 through the date of the closing of the house from Quest ResourceCorporation’s general operating account. Those funds will be directly paid to Cash’s attorneys,Locke Lord Bissell & Liddell LLP and Ryan Whaley Coldiron Shandy. Quest Resource Corporation willbe reimbursed if and when Cash’s attorneys receive payment from the Quest Entities’ insurancecarriers for all outstanding legal fees and expenses incurred through the date of closing of Cash’sresidence. The Quest Entities will receive the benefit of any agreed reductions in those legalbills.     (g) The Quest entities agree to return all of Cash’s personal property, including documents(but not including STP Newco or Rockport documents), within five business days after closing of theCash’s residence.**II.** **MUTUAL RELEASE**     (a) Except as to such rights as may be created by this Settlement Agreement and specificallyset forth in II(d) below, the Quest Entities and their past, present, and future predecessors,successors, affiliates (including, but not limited to Quest Energy Service, LLC, Quest Energy GP,LLC, Quest Cherokee, LLC, Quest Cherokee Oilfield Service, Quest Midstream GP, LLC, and BluestemPipeline, LLC), agents, employees, representatives, members, fiduciaries, beneficiaries, officers,directors, parent entities, subsidiaries, and hereby irrevocably and unconditionally RELEASE,ACQUIT, WAIVE, AND FOREVER DISCHARGE Jerry D. Cash, his heirs, executors, administrators, agents,representatives, successors, assigns, and attorneys, from and against any and all known and unknownclaims, obligations, debts, loans, liabilities, losses, and damages whatsoever in law or equity,asserted or unasserted that the Quest Entities ever had, presently have, or may have in the futureagainst Cash, including, but
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not limited to, any and all actual or implied claims, demands and causes of action asserted in,arising out of or connected with, directly or indirectly, Cash’s Quest Employment, the Transfers,and the subject matter of the Lawsuit or that could have been asserted in the Lawsuit or in anyother lawsuit. This release of Cash by the Quest Entities and their past, present, and futurepredecessors, successors, affiliates does not release and has no effect upon: (1) any civil orcriminal charges, claims, obligations, debts, liabilities, losses, and damages by or of any thirdparty, including but not limited to, shareholders of Quest Resource Corporation and Quest EnergyPartners, L.P., the State of Oklahoma, and the United States of America; or (2) the rights andobligations of American International Insurance Group, Inc. or any other insurer.     (b) Except as to such rights as may be created by this Settlement Agreement and specificallyset forth in II(c) below, Cash hereby irrevocably and unconditionally RELEASES, ACQUITS, WAIVES,AND FOREVER DISCHARGES Quest Resource Corporation, Quest Energy Partners, L.P. and Quest MidstreamPartners, L.P., and their respective heirs, executors, administrators, agents, representatives,subsidiaries, affiliates, employees, partners, officers, directors, shareholders, successors,assigns, and attorneys from and against any and all known and unknown claims, obligations, debts,loans, liabilities, losses and damages whatsoever in law or equity, asserted or unasserted thatCash ever had, presently has, or may have in the future against the Quest Entities, including, butnot limited to, any and all actual or implied claims, demands and causes of action, asserted in,arising out of or connected with, directly or indirectly, Cash’s Quest Employment, the Transfers,and the subject matter of the Lawsuit or that could have been asserted in the Lawsuit or in anyother lawsuit, or any violation of any federal, state, or local law, including, but not limited to,any violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e *et seq*.,the Civil Rights Act of 1866, 42 U.S.C. § 1981, the
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Equal Pay Act, 29 U.S.C. § 206, the Employee Retirement Income Security Act of 1974, 29 U.S.C. §1001 *et seq*., the Americans with Disabilities Act, 42 U.S.C. § 12101 *et seq*., the AgeDiscrimination in Employment Act of 1967, as amended (“ADEA”), 29 U.S.C. § 621 *et seq*., the Familyand Medical Leave Act, 29 U.S.C. § 2601 *et seq*., the Fair Credit Reporting Act, 15 U.S.C. § 1681 *etseq*., the Sarbanes-Oxley Act, 18 U.S.C. § 1514A *et seq*., the Occupational Safety and Health Act,Section 11(c), 29 U.S.C. § 660(c); Oklahoma Anti-Discrimination Act, 25 O.S.A. § 1101; OklahomaEqual Pay Act, 40 O.S.A. § 198.1, Oklahoma Genetic Nondiscrimination In Employment Act, 36 O.S.A. §3614.2, Oklahoma Workers’ Compensation Act, 85 O.S.A. § 5 or any other employment or civil rightsact, and any and all claims for severance pay or benefits under any compensation or employeebenefit plan, program, policy, contract, agreement or other arrangement of the Quest Entities oraffiliates, including any claim under any deferred incentive compensation plan.     (c) Cash DOES NOT RELEASE the Quest Entities from any obligations arising from theIndemnification Agreement dated as of March 5, 2008 between Cash and Quest Resource Corporation(“Cash Indemnity Agreement”), which includes the advancement of legal fees and expenses, againstany current or future threatened or pending litigation, investigations or proceedings, by reason ofthe fact that Cash was an officer, director and employee of Quest Resource Corporation and/or theQuest Entities. Additionally, Cash DOES NOT RELEASE the Quest Entities’ insurance carriers frontany rights and obligations, including but not limited to indemnity and advancement of legal feesand expenses, of which Cash is entitled under any applicable policy.
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     (d) The Quest Entities DO NOT RELEASE any other person or entity except as set forth herein.Additionally, the Parties agree that the Quest Entities are not waiving any rights to assert anyapplicable defense set forth in the Cash Indemnity Agreement.**III.** **NO ADMISSION OF LIABILITY**     The Parties hereto acknowledge that they expressly understand that this Settlement Agreementand the settlement it represents (a) are entered into solely for the purpose of avoiding anypossible future disputes, expenses, burdens or distractions of litigation and (b) in no wayconstitute an admission by any party hereto of any liability of any kind to any other party or ofany wrongdoing on the part of any of the Parties.**IV.** **ADEA WAIVER**     Cash, who represents and warrants that he is over forty (40) years of age,acknowledges that the Older Workers Benefit Protection Act of 1990 (“OWBPA”) has been fullyexplained to him, and that by execution of this Settlement Agreement he knowingly and voluntarilywaives all claims he has or may have under the Age Discrimination in Employment Act, Chapter 14 ofTitle 29 of the United States Code (“ADEA”), as amended. Cash acknowledges that he has been givenat least 21 days in which to consider this Settlement Agreement before signing. Cash acknowledgesthat he has been advised to consult with an attorney before signing this Settlement Agreement andacknowledges that he has done so. Cash further acknowledges that he has freely, knowingly, andvoluntarily entered into this Settlement Agreement, and that he has read this Settlement Agreementand fully understands its terms. Cash is not waiving any rights or claims that may arise after thedate he executes this Settlement Agreement. Cash acknowledges that by executing this SettlementAgreement, and waiving such rights and claims, he is receiving consideration in addition to what hewould actually be entitled.
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**V.** **CONSIDERATION**     The Parties acknowledge, warrant, and agree that adequate consideration wasexchanged and supplied by all parties to the Settlement Agreement.**VI.** **JOINT EFFORTS**     This Settlement Agreement has been prepared by the joint efforts of the respectiveattorneys for each of the Parties and each party acknowledges that they have carefully read theinstrument and that the instrument expresses the entire agreement between the Parties concerningthe subject it purports to cover and that each party has executed this instrument freely and of hisown accord.**VII.** **ADDITIONAL DOCUMENTS**     The Parties and their counsel shall execute all such further and additionaldocuments that shall be reasonable, convenient, and necessary to carry out the provisions andintent of this Settlement Agreement. The Parties agree to sign, or direct their attorney to sign,and file all documents necessary to obtain a Court Order dismissing all claims raised in theLawsuit against Cash.**VIII.** **GOVERNING LAW**     The validity, effect, and construction of this Settlement Agreement and anyobligations undertaken pursuant hereto, and any dispute relating to or arising from the negotiationand execution of this Settlement Agreement shall he governed by the laws of the State of Oklahoma,without regard to any conflict of laws provisions.     **EXECUTED**this 14th day of May, 2009.            /s/ Jerry D. Cash         JERRY D. CASH  
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     **EXECUTED**this 30th day of March, 2009.         QUEST RESOURCE CORPORATION                  By: /s/ David C. Lawler           Its: President              **EXECUTED**this 30th day of March, 2009.         QUEST ENERGY PARTNERS, L.P.                  By: /s/ David C. Lawler           Its: President              **EXECUTED**this 30th day of March, 2009.         QUEST MIDSTREAM PARTNERS, L.P.                  By: /s/ David C. Lawler           Its: President         
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