Exhibit 10.6


                            NON-COMPETITION AGREEMENT

      THIS NON-COMPETITION  AGREEMENT (the "Agreement") dated as of December 22,
2003 (the "Effective Date") is entered into by and between QUEST CHEROKEE,  LLC,
a Delaware limited liability  company (the "Company"),  CHEROKEE ENERGY PARTNERS
LLC,  a  Delaware  limited  liability  company  ("Investor"),  QUEST  OIL  & GAS
CORPORATION, a Kansas corporation ("QOG"), QUEST ENERGY SERVICES, INC., a Kansas
corporation  ("QES"),  STP  CHEROKEE,  INC., an Oklahoma  corporation  ("STPC"),
PONDEROSA GAS PIPELINE COMPANY,  INC., a Kansas corporation ("PGPL"),  PRODUCERS
SERVICE,  INCORPORATED,  a Kansas corporation ("PSI"), J-W GAS GATHERING, LLC, a
Kansas limited  liability  company  ("JW"),  and QUEST RESOURCE  CORPORATION,  a
Nevada corporation  (together with its subsidiaries and Affiliates,  whether now
existing or created  during the term hereof,  "QRC;" and QRC and  together  with
Investor, QOG, QES, STPC, PGPL, PSI and JW collectively the "Promisors" and each
individually a "Promisor").

      WHEREAS,  pursuant to Section 3.02(k) of the Membership  Interest Purchase
Agreement of even date herewith by and among the parties hereto (other than QRC)
(the  "Purchase  Agreement"),  it is a condition  to the  closing of  Investor's
purchase  of  10,000  Class  A Units  of the  Company  and  certain  other  loan
transactions that the Investor is entering into with the Company  (collectively,
the "Investor  Transaction")  that the Promisors  enter into this Agreement with
the Company.

      WHEREAS, QRC (i) owns, directly or indirectly, all of the capital stock or
membership or equity  interests of QOC, QES, STPC, PGPL, PSI and JW and (ii) has
determined  that its  execution,  delivery  and  performance  of this  Agreement
directly benefits, and are in the best interest of, QRC.

      WHEREAS, each of the Promisors has determined that its execution, delivery
and  performance  of this  Agreement  directly  benefits,  and  are in the  best
interest of, such Promisor.

      NOW,  THEREFORE,   in  consideration  of  the  foregoing  and  the  mutual
agreements  set forth  below,  and other good and  valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
hereby agree as follows:

     1. Non-Competition.

     1.1. Definitions.

     (a) "Affiliate" or "Affiliates" means, with respect to a Person, any Person
that, directly or indirectly or through one or more intermediaries, controls, is
controlled  by or is under common  control with such  Person;  provided  that it
shall not include any Person that would be an "Affiliate" of Investor other than
ArcLight Energy  Partners Fund I, L.P. Any reference to the term  "Affiliate" of
any  Promisor  herein  shall  not  include  the  Company  and any  reference  to
"Affiliates" of the Company herein shall not include any of the Promisors.

     (b) "Area" means the area commonly  known as the Cherokee  Basin located in
the southeastern  portion of the State of Kansas and the northeastern portion of
the State of



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Oklahoma as more  particularly  described on Exhibit A and any other area, state
or foreign  country in which the Company begins to conduct  Business  during the
term hereof.

     (c)  "Business"  means  the  business  of  acquiring,   owning,  operating,
exploring,  developing and selling  properties (or interests therein) related to
the  discovery,  collection  and  sale of coal bed  methane  and  gathering  and
marketing  of such  properties  or coal  bed  methane,  and  any  other  regular
commercial  activity of the Company and the  Affiliates of the Company,  whether
now in existence or engaged in any time during the term hereof.

     (d) "Company  Information"  shall mean Trade Secrets and other confidential
and non-public information of, or related to, the Company.

     (e)  "Competing  Activities"  means a business,  commercial  enterprise  or
endeavor competitive with the Business.

     (f) "Person" means a person, firm, corporation,  company, limited liability
company, association or entity.

     (g)  "Restricted  Period" means,  with respect to each  Promisor,  the term
beginning  on the date  hereof  and  ending  on the date  that is two (2)  years
following  the date such  Promisor's  ownership,  and the ownership of all other
Affiliates of such Promisor, in the Company ceases.

     (h)  "Trade  Secrets"  means  business  or  technical  information  of  the
Business,  including  but not limited to a formula,  pattern,  program,  device,
compilation  of  information,  method,  technique,  or process that: (i) derives
independent actual or potential  commercial value (whether actual,  potential or
both)  from  not  being  generally  known  or  readily   ascertainable   through
independent  development  or  reverse  engineering  by  persons  who can  obtain
economic  value from its  disclosure  or use; and (ii) is the subject of efforts
that are  reasonable  under the  circumstances  to maintain its  secrecy.  Trade
Secrets shall specifically include, without limitation,  information relating to
the design, manufacture,  formulas, patterns,  compilations,  programs, devices,
methods, techniques, processes, applications, know-how, research and development
relating to the Business' present,  past or prospective products and/or computer
programs.  Trade Secrets shall not include any data or information  that (A) has
been  voluntarily  disclosed  to  the  public  by  the  Company,  (B)  has  been
independently  developed  and  disclosed to the public by others,  (C) otherwise
enters the public domain through lawful means, or (D) is lawfully and rightfully
disclosed to a Promisor following the date hereof by another party.

     1.2. Acknowledgement by Promisors.

      Each  Promisor  acknowledges  that (a) it is  familiar  with  the  Company
Information;  (b)  the  Business  is  conducted  throughout  the  Area;  (c) the
provisions  of this  Agreement  are  reasonable  and  necessary  to protect  and
preserve the Business;  (d) the Business would be irreparably damaged if it were
to breach the covenants set forth in this  Agreement;  and (e) the Company would
not have  entered  into the Purchase  Agreement  without its entering  into this
Agreement;  and (f) each  Promisor  would  not have  entered  into the  Purchase
Agreement  and  the  other  Investor  Transaction  but  for  each  of the  other
Promisor's entering into this Agreement.


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<PAGE>



     1.3. Restrictive Covenants.

      Each Promisor covenants and agrees that, during the Restricted Period:

     (a) it will not, directly or indirectly,  engage or participate,  or permit
any of its  Affiliates to engage or  participate,  in any  Competing  Activities
within the Area,  including,  without  limitation,  as an employee,  consultant,
independent  contractor  or other  capacity,  or invest in,  purchase or acquire
assets of, lend money or other property to, own, manage,  operate,  control,  or
otherwise participate in the ownership,  management,  operation,  or control of,
lend its name or any  similar  name to,  any  person,  entity or  business  then
engaged in  Competing  Activities  within  the Area.  In the event any Person in
which  ArcLight  Energy  Partners  Fund I, L.P. has an investment as of the date
hereof seeks or requests such fund's  approval or consent to engage in Competing
Activities in the Area,  then ArcLight  Energy  Partners Fund I, L.P.  shall not
support or consent to such  activities.  Each Promisor agrees that this covenant
is reasonable with respect to its duration, geographical area, and scope.

     (b) it will not,  directly or  indirectly,  (i) enter into or engage in any
discussions or  negotiations or assist in such actions to induce or encourage or
attempt to induce or encourage  any employee of the Business to leave the employ
of the Company or any Affiliate of the Company or in any way interfere  with the
relationship  between the Company or any  Affiliate  of the Company and any such
employee, or (ii) with respect to or in connection with Competing Activities, to
induce or  attempt to induce  any  customer,  supplier,  licensee,  or  business
relation  of the  Business,  within  the Area,  to cease  doing  business  or to
interfere with relationships with the Company or any Affiliate of the Company.

     2. Term; Termination. The term of this Agreement shall commence on the date
hereof and end at the expiration of the Restricted Period.

     3. Remedies. Each Promisor acknowledges and recognizes that a breach of any
of the covenants set forth in this Agreement would result in serious harm to the
Company for which monetary  damages would not be an adequate remedy and that the
amount of such damages may be difficult to determine; therefore, if any Promisor
breaches  the  covenants  set  forth  in this  Agreement,  the  Company  will be
entitled,  in addition to any other rights it may have, to obtain  injunctive or
other  equitable  relief in addition to any other  available  legal or equitable
remedies  without  the  necessity  of posting a bond to  restrain  any breach or
threatened  breach or otherwise to  specifically  enforce the provisions of this
Agreement,  it being agreed that  monetary  damages alone would be inadequate to
compensate  the Company and would be an inadequate  remedy for such breach.  The
rights and  remedies of the parties to this  Agreement  are  cumulative  and not
alternative.  The  existence  of any claim or cause of  action  of any  Promisor
against the Company or any other Promisor whether  predicated on this Agreement,
the  Purchase  Agreement,  the  Investor  Transaction  or  otherwise,  shall not
constitute a defense to the  enforcement  by the Company or any such Promisor of
these covenants and agreements. Each Promisor and the Company hereby acknowledge
and agree that (i) the  foregoing  covenants  are for the benefit of the Company
and each  Promisor,  (ii) each Promisor has the right to enforce the  provisions
hereof  for  itself  or on behalf  of the  Company,  (iii) in the event any such
Promisor elects to enforce this


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<PAGE>


Agreement, it shall have all of the rights and remedies available to the Company
hereunder  and (iv) in the  event any  Promisor  is unable to cause any of their
Affiliates that are subject to the  restrictions set forth herein to comply with
the terms and conditions set forth in this Agreement, then such Promisor will be
liable  for any  damages,  losses  or  other  liabilities  resulting  from  such
non-compliance.

     4.  Severability.  It is the express  intention  of the  parties  hereto to
comply with all laws that may be applicable  to Section 1 and other  Sections of
this Agreement. Whenever possible each provision and term of this Agreement will
be  interpreted  in a manner to be effective  and valid but if any  provision or
term of this Agreement is held to be prohibited or invalid,  then such provision
or  term  will  be  ineffective  only  to the  extent  of  such  prohibition  or
invalidity,  without  invalidating  or  affecting in any manner  whatsoever  the
remainder of such provision or term or the remaining provisions or terms of this
Agreement.  If any of the covenants set forth in Section 1 or other  Sections of
this Agreement are held to be unreasonable,  arbitrary or against public policy,
such  covenants  will be  considered  divisible and  modifiable  with respect to
scope,  time, and geographic area, so as to be enforceable and in such different
scope,  time and  geographic  area will be  effective,  binding and  enforceable
against the Promisors.

     5.  Governing  Law,   Arbitration.   This  Agreement  shall  be  construed,
interpreted,  and the rights of the parties  determined in accordance  with, the
laws of the State of Kansas except with respect to matters of law concerning the
internal  affairs of any corporate or Company  entity which is a party to or the
subject  of this  Agreement,  and as to those  matters  the law of the  state of
incorporation or organization of the respective entity shall govern. Any dispute
under this Agreement  between the parties hereto shall be settled by arbitration
in accordance  with Section 10.10 of that certain  Amended and Restated  Limited
Liability Company Agreement among the Promisors.

     6. Additional Instruments.  From time to time hereafter and without further
consideration,  each Promisor  agrees to execute and deliver such  additional or
further  instruments  and take such  actions  as the  Company  or  Investor  may
reasonably  request in order to more  effectively  effectuate  the covenants and
agreements  herein set forth or as shall be reasonably  necessary or appropriate
in connection with the carrying out of the parties' obligations hereunder or the
purposes of this Agreement.

     7. Entire Agreement and Amendments.  This Agreement, the Purchase Agreement
and the other agreements relating to the other Investor Transactions contain the
entire  agreement  of the  Promisors  and the  Company  relating  to the matters
contained herein and supersedes all prior agreements and understandings, oral or
written, between any Promisor and the Company with respect to the subject matter
hereof.  This Agreement may not be amended or modified except by an agreement in
writing  signed  by  the  party  against  whom  enforcement  of  any  waiver  or
modification is sought.

     8.  Assignments.  The Company may assign  this  Agreement  to any person or
entity  succeeding  to all or  substantially  all the business  interests of the
Company by merger or  otherwise.  The rights and  obligations  of each  Promisor
under this  Agreement are personal to it, and none of those rights,  benefits or
obligations will be subject to voluntary or involuntary  alienation,  assignment
or transfer, except as otherwise contemplated hereby; provided however,


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that  Investor may sell,  transfer or assign its rights under this  Agreement to
any Person to which it sells,  transfers  or assigns  all or any  portion of its
Class A Membership  Interest in the Company and each of the other  Promisors may
sell,  transfer or assign its rights under this Agreement to any Person to which
it sells,  transfers  or assigns  all or any  portion of its Class B  Membership
Interest in the Company.

     9.  Effect of  Agreement.  Subject  to the  provisions  of  Section 10 with
respect to assignments,  this Agreement will be binding on each Promisor and its
respective  successors  and assigns and on the  Company and its  successors  and
assigns, except as otherwise contemplated hereby.

     10.  Execution.  This  Agreement may be executed in multiple  counterparts,
each of which will be deemed an original  and all of which will  constitute  one
and the same agreement.

     11.  Waiver of Breach.  The waiver by either  party to this  Agreement of a
breach of any provision of the Agreement by another party will not operate or be
construed as a waiver by the waiving party(ies) of any subsequent breach by such
other party.

                            [SIGNATURE PAGES FOLLOW]


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<PAGE>


      IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered this
Agreement effective as of the date first above written.

                               QUEST CHEROKEE, LLC


                               By:  /s/ Jerry Cash
                                    -------------------------------
                               Name:  Jerry D. Cash
                               Title: Manager



                               CHEROKEE ENERGY PARTNERS LLC


                               By:  /s/ Christopher J. Picotte

                                    -------------------------------
                               Name:  Christopher J. Picotte
                               Title: Vice President and Treasurer



                               QUEST OIL & GAS CORPORATION


                               By:  /s/ Jerry Cash
                                    -------------------------------
                               Name:  Jerry D. Cash
                               Title: Co-Chief Executive Officer and Secretary



                               QUEST ENERGY SERVICES, INC.


                               By:  /s/ Jerry Cash
                                    -------------------------------
                               Name:  Jerry D. Cash
                               Title: Co-Chief Executive Officer and Secretary



                               STP CHEROKEE, INC.


                               By:  /s/ Jerry Cash
                                    -------------------------------
                               Name:  Jerry D. Cash
                               Title: Co-Chief Executive Officer and Secretary









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<PAGE>


                               PONDEROSA GAS PIPELINE COMPANY, INC.


                               By:  /s/ Jerry Cash
                                    -------------------------------
                               Name:  Jerry D. Cash
                               Title: Co-Chief Executive Officer and Secretary



                               PRODUCERS SERVICE, INCORPORATED


                               By:  /s/ Jerry Cash
                                    -------------------------------
                               Name:  Jerry D. Cash
                               Title: Co-Chief Executive Officer and Secretary


                               J-W GAS GATHERING, LLC


                               By:  /s/ Jerry Cash
                                    -------------------------------
                               Name:  Jerry D. Cash
                               Title: Manager



                               QUEST RESOURCE CORPORATION


                               By:  /s/ Jerry Cash
                                    -------------------------------
                               Name:  Jerry D. Cash
                               Title: Co-Chief Executive Officer and Secretary




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<PAGE>


                                    EXHIBIT A
                                       to
                            Non-Competition Agreement

"Cherokee  Basin" shall consist of the area contained within the Counties listed
below:

STATE OF KANSAS

      Allen County
      Chautauqua County
      Cowley County
      Elk County
      Greenwood County
      Labette County
      Montgomery County
      Neosho County
      Wilson County
      Woodson County

STATE OF OKLAHOMA

      Craig County
      Nowata County



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