Exhibit 10.3
                                PLEDGE AGREEMENT

      THIS PLEDGE AGREEMENT (this  "Agreement") is made as of December 22, 2003,
by Quest Oil & Gas  Corporation,  a Kansas  corporation,  Quest Energy  Service,
Inc.,  a Kansas  corporation,  STP  Cherokee,  Inc.,  an  Oklahoma  corporation,
Ponderosa Gas Pipeline Company,  Inc., a Kansas corporation,  Producers Service,
Incorporated,  a Kansas  corporation,  and J-W Gas Gathering,  L.L.C.,  a Kansas
limited liability  company (herein  collectively  referred to as "Pledgor"),  in
favor of Cherokee  Energy  Partners LLC, a Delaware  limited  liability  company
(herein called "Pledgee").

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

      WHEREAS,  Pledgee is acquiring  certain Class A membership  interests (the
"Class A  Interests")  in Quest  Cherokee,  LLC,  a Delaware  limited  liability
company ("Quest Cherokee") pursuant to that certain Membership Interest Purchase
Agreement  dated  December  22,  2003 by and among  Pledgee,  Pledgor  and Quest
Cherokee (as amended, the "Member Purchase  Agreement").  In connection with the
Member Purchase Agreement,  Pledgee,  Pledgor and Quest Resource Corporation,  a
Nevada  corporation  and the parent of Pledgor  ("Parent")  are parties to those
agreements described on Exhibit A attached hereto (such agreements,  as the same
may be  amended,  together  with the Member  Purchase  Agreement,  and all other
agreements,  certificates,  documents,  instruments  and writings  heretofore or
hereafter   delivered  in  connection  herewith  or  therewith  the  "Obligation
Documents");

      WHEREAS,  it is a condition precedent to Pledgee's purchase of the Class A
Interests and entering into the Obligation  Documents that,  among other things,
Pledgor  shall have  executed  and  delivered  to  Pledgee a security  agreement
granting to Pledgee,  a security interest in the Collateral (as defined herein);
and

      WHEREAS,  the boards of directors or managers of Pledgor,  as  applicable,
have  determined  that  Pledgor's  execution,  delivery and  performance of this
Agreement may reasonably be expected to benefit Pledgor, directly or indirectly,
and are in the best interests of Pledgor.

      NOW,  THEREFORE,  in  consideration of the premises and in order to induce
Pledgee to purchase the Class A Interests, Pledgor hereby agrees with Pledgee as
follows:

                                    ARTICLE I

                           Definitions and References

      Section  1.1.  General  Definitions.  As used herein,  the terms  defined
above shall have the meanings  indicated  above,  and the following terms shall
have the following meanings:

      "Bank One Pledge" means that certain Pledge  Agreement dated December ___,
2003  executed  by Pledgor  in favor of Bank One,  NA,  with its main  office in
Chicago,  Illinois  as  Collateral  Agent  (in such  capacity,  the  "Collateral
Agent").

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      "Code" means the Uniform  Commercial  Code in effect in the State of Texas
on the date hereof;  provided that if, by reason of mandatory provisions of law,
the perfection or the effect of perfection or  non-perfection of any Lien in any
Collateral  is  governed  by the  Uniform  Commercial  Code  as in  effect  in a
jurisdiction  other than Texas,  "UCC" means the Uniform  Commercial  Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such perfection or the effect of perfection or non-perfection.

      "Collateral" has the meaning given such term in Section 2.1.

      "Default"  means any event or occurrence  that,  with the passage of time,
will constitute an Event of Default.

       "Equity"  means  shares  of  capital  stock  or  a  partnership,  limited
liability company,  profits, capital or member interest, or options, warrants or
any other right to  substitute  for or otherwise  acquire the capital stock or a
partnership,  limited liability company,  profits, capital or member interest of
each Subsidiary (as defined in Section 2.1(a)).

      "Event of Default"  means the existence of the following  conditions:  (i)
any default,  event of default or any breach by any Person constituting  Pledgor
or by the Parent of the  Obligations;  (ii) either (A) the obligations  that are
the  subject of any  single  default,  event of  default  or breach,  or (B) the
aggregate obligations in the event more than one such default,  event of default
or breach  exists,  is equal to or  greater  than  $5,000,000;  and  (iii)  such
default,  event of  default  or breach  (or the last to occur of such  defaults,
events of  default  or  breaches  aggregating  $5,000,000  if more than one) has
continued  for at least 90 days.  An Event of Default  shall  continue  to exist
until all of the aggregate  obligations  described in part (ii) of the foregoing
sentence are satisfied;  partial satisfaction shall not cure an Event of Default
even if after such partial  satisfaction  less than $5,000,000  remains owing on
such obligations.

      "Lien" means any collateral assignment, lien, pledge, encumbrance,  charge
or security interest.

      "Obligation Documents" has the meaning given in the recitals.

      "Obligations" has the meaning given in Section 2.2.

      "Other Liable Party" means any Person,  other than Pledgor,  but including
each  Subsidiary,  who may now or may at any  time  hereafter  be  primarily  or
secondarily  liable for any of the Obligations or who may now or may at any time
hereafter  have  granted to Pledgee a Lien upon any property as security for the
Obligations.

      "Person" means any individual, corporation, partnership, limited liability
company,  association,  trust,  other  entity or  organization,  or any court or
governmental department,  commission,  board, bureau, agency, or instrumentality
of any  nation  or of any  province,  state,  commonwealth,  nation,  territory,
possession,   county,   parish,  or  municipality,   whether  now  or  hereafter
constituted or existing.

      "Pledged Equity" has the meaning given it in Section 2.1(a).

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<PAGE>



      Section 1.2. Other Definitions. All terms used in this Agreement which are
defined  in the  Code  and not  otherwise  defined  herein  shall  have the same
meanings  herein as set forth in the Code,  except  where the context  otherwise
requires.

      Section 1.3.  Schedules and Exhibits.  All schedules and exhibits attached
to this Agreement are a part hereof for all purposes.

      Section  1.4.  Amendment  of  Defined  Instruments.   Unless  the  context
otherwise  requires or unless  otherwise  provided  herein,  references  in this
Agreement to a particular  agreement,  instrument  or document also refer to and
include all renewals,  extensions,  amendments,  modifications,  supplements  or
restatements  of any such  agreement,  instrument  or  document,  provided  that
nothing contained in this Section 1.4 shall be construed to authorize any Person
to execute or enter into any such renewal, extension,  amendment,  modification,
supplement or restatement.

      Section 1.5.  References  and Titles.  All references in this Agreement to
Exhibits,  Schedules,  Articles,  Sections,  subsections, and other subdivisions
refer to the Exhibits, Articles, Sections, subsections and other subdivisions of
this Agreement  unless  expressly  provided  otherwise.  Titles appearing at the
beginning of any subdivision are for convenience  only and do not constitute any
part of any such subdivision and shall be disregarded in construing the language
contained in this Agreement.  The words "this  Agreement,"  "herein,"  "hereof,"
"hereby,"  "hereunder"  and words of similar import refer to this Agreement as a
whole and not to any particular  subdivision  unless  expressly so limited.  The
phrases "this Section" and "this  subsection"  and similar phrases refer only to
the Sections or subsections  hereof in which the phrase occurs. The word "or" is
not exclusive,  and the word  "including" (in all of its forms) means "including
without limitation".  Pronouns in masculine, feminine and neuter gender shall be
construed to include any other  gender,  and words in the singular form shall be
construed  to include  the plural and vice versa  unless the  context  otherwise
requires.

                                   ARTICLE II

                  Security Interest [CONFORM TO BANK ONE DOC]

      Section 2.1. Grant of Security Interest. As collateral security for all of
the  Obligations,  Pledgor  hereby  pledges and assigns to Pledgee and grants to
Pledgee a continuing  security  interest in and to all of the following  rights,
interests and property (collectively, the "Collateral"):

      (a)  all of the  issued  and  outstanding  Equity  of (i)  Quest  Cherokee
including,  without  limitation,  the Equity  described  on  Schedule 1 attached
hereto  (but  excluding  any  Equity  owned by  Pledgee),  and  (ii)  any  other
subsidiary of Pledgor  (referred to herein  collectively as  "Subsidiaries"  and
each  individually a "Subsidiary") now owned or hereafter created or acquired by
Pledgor including,  without  limitation,  the Equity of each Subsidiary owned by
Pledgor on the date hereof (all of the foregoing being herein  sometimes  called
the "Pledged Equity");

      (b) any and all  proceeds or other sums  arising from or by virtue of, and
all dividends and distributions (cash or otherwise) payable and/or distributable
with respect to, all or any of the Pledged Equity; and

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<PAGE>



      (c) all cash,  securities,  dividends  and other  property at any time and
from time to time  receivable  or  otherwise  distributed  in  respect  of or in
exchange for any or all of the Pledged Equity and any other property substituted
or exchanged therefor.

      Section 2.2.  Obligations Secured. The security interest created hereby in
the  Collateral  constitutes  continuing  collateral  security  for  all  of the
following  obligations,  indebtedness and  liabilities,  whether now existing or
hereafter incurred (the "Obligations"):

      (a) Obligation  Documents.  The payment and performance by Pledgors and by
the Parent of (i)all  payment and  indemnity  obligations  of  Pledgors  and the
Parent  created  under and evidenced by the  Obligation  Documents and (ii) with
respect to the LLC Agreement  described on Exhibit A (the "LLC  Agreement") that
is a part of the  Obligation  Documents,  all payment and indemnity  obligations
together  with  any  obligations  regarding  Defects  (as  defined  in  the  LLC
Agreement) and any distributions or allocations  owing in connection  therewith,
for the benefit of Pledgee, is successors and permitted transferees and assigns;
and

       (b)  Renewals.  All  renewals,  extensions,  amendments,   modifications,
supplements, or restatements of, or substitutions for, any of the foregoing.

                                   ARTICLE III

                   Representations, Warranties and Covenants

     Section  3.1.  Representations  and  Warranties.   Pledgor  represents  and
warrants as follows:

      (a)  Ownership  and Liens.  Pledgor has good and  marketable  title to the
Collateral free and clear of all Liens,  encumbrances or adverse claims,  except
for the security  interest created by this Agreement and the Bank One Pledge. No
effective financing statement or other instrument similar in effect covering all
or any part of the Collateral is on file in any recording  office except such as
have been filed in favor of Pledgee  relating to this Agreement and as have been
filed in connection with the Bank One Pledge.

      (b) No Conflicts or Consents. Neither the ownership or the intended use of
the Collateral by Pledgor,  nor the grant of the security interest by Pledgor to
Pledgee herein, nor the exercise by Pledgee of its rights or remedies hereunder,
will (i)  conflict  with any  provision  of (a) any  domestic  or  foreign  law,
statute, rule or regulation,  (b) the certificate of incorporation,  articles of
incorporation,  charter  or  bylaws of  Pledgor  or any  Subsidiary,  or (c) any
agreement,  judgment,  license,  order or permit  applicable  to or binding upon
Pledgor or any  Subsidiary;  or (ii)  result in or require  the  creation of any
Lien,  charge or  encumbrance  upon any  assets or  properties  of  Pledgor.  No
consent,  approval,  authorization  or order of, and no notice to or filing with
any  Subsidiary or any other Person is required in connection  with the grant by
Pledgor of the  security  interest  herein,  or the  exercise  by Pledgee of its
rights and remedies hereunder.

      (c) Security Interest.  Pledgor has and will have at all times full right,
power and authority to grant a security interest in the Collateral to Pledgee in
the  manner  provided  herein,  free and clear of any Lien,  adverse  claim,  or
encumbrance except as evidenced by the Bank One Pledge. This Agreement creates a
valid and  binding  security  interest  in favor of  Pledgee in the

                                       4
<PAGE>



Collateral  securing the  Obligations.  The taking  possession by Pledgee of all
certificates,  instruments and cash constituting Collateral from time to time or
the  filing of the  financing  statements  delivered  concurrently  herewith  by
Pledgor to Pledgee will perfect,  and establish the first priority of, Pledgee's
security  interest  hereunder in the  Collateral  securing the  Obligations.  No
further or subsequent filing,  recording,  registration,  other public notice or
other  action is  necessary  or  desirable  to  perfect or  otherwise  continue,
preserve or protect such security interest except for continuation statements or
filings as contemplated in Section 3.3(b).

      (d) Pledged Equity.  (i) Pledgor is the legal and beneficial  owner of the
Pledged  Equity;  (ii) the Pledged Equity is duly  authorized and issued,  fully
paid and  non-assessable  (as applicable),  and all documentary,  stamp or other
taxes or fees owing in  connection  with the  issuance,  transfer  and/or pledge
thereof   hereunder  have  been  paid;  (iii)  no  dispute,   right  of  setoff,
counterclaim  or defense  exists with  respect to all or any part of the Pledged
Equity;  (iv) the  Pledged  Equity  is free and  clear  of all  Liens,  options,
warrants, puts, calls or other rights of third Persons, and restrictions,  other
than those Liens arising under this Agreement or under the Bank One Pledge;  (v)
Pledgor  has full  right and  authority  to pledge  the  Pledged  Equity for the
purposes and upon the terms set out herein;  (vi)  certificates  (as applicable)
representing  the  Pledged  Equity  have  been  delivered  to  Bank  One,  NA as
Collateral Agent, pursuant to the Bank One Pledge, together with a duly executed
blank stock or transfer power for each certificate;  and (vii) no Subsidiary has
issued, and there are not outstanding,  any options, warrants or other rights to
acquire Equity of any Subsidiary.

      (e)  Location.   Each  Person  comprising  Pledgor  is  organized  in  the
jurisdictions  indicated on Schedule 2 attached hereto;  such  jurisdictions are
the "location" of such person, as such term is used in the Code.

      (f) Name.  Pledgor has not  conducted  business  under any name except the
names in which it has executed this Agreement.

      Section 3.2. Affirmative Covenants. Unless Pledgee shall otherwise consent
in writing,  Pledgor  will at all times comply with the  covenants  contained in
this Section 3.2 from the date hereof and so long as any part of the Obligations
is outstanding.

      (a) Ownership and Liens.  Pledgor will maintain good and marketable  title
to all Collateral  free and clear of all Liens,  encumbrances or adverse claims,
except for (i) the security  interest  created by this  Agreement,  and (ii) the
Liens  created  pursuant  to the  Bank  One  Pledge.  Pledgor  will  cause to be
terminated  any financing  statement or other  registration  with respect to the
Collateral,  except  such as may exist or as may have been filed in favor of (or
otherwise  assigned to) Pledgee.  Pledgor will defend Pledgee's right, title and
special  property and  security  interest in and to the  Collateral  against the
claims of any Person.

      (b)  Further  Assurances.  Pledgor  will at any time and from time to time
promptly execute and deliver all further  instruments and documents and take all
further action that may be necessary or desirable or that Pledgee may reasonably
request in order (i) to perfect  and protect the  security  interest  created or
purported to be created hereby and the priority of such security interest;  (ii)
to enable  Pledgee to exercise and enforce its rights and remedies  hereunder in
respect of the  Collateral;  or (iii) to  otherwise  effect the purposes of this
Agreement,  including:

                                       5
<PAGE>



authorizing and filing such financing or continuation statements,  or amendments
thereto,  as may be  necessary or desirable or that Pledgee may request in order
to perfect and preserve the security interest created or purported to be created
hereby.

       (c) Delivery of Pledged  Equity.  Promptly  upon the  termination  of the
Liens created under the Bank One Pledge,  (i) all certificates,  instruments and
writings  evidencing the Pledged Equity shall be delivered to Pledgee,  (ii) all
other   certificates,   instruments  and  writings   thereafter   evidencing  or
constituting  Pledged  Equity shall be delivered  to Pledgee  promptly  upon the
receipt  thereof by or on behalf of Pledgor,  and (iii) all Pledged Equity shall
be held by or on behalf of Pledgee pursuant hereto and shall be delivered in the
same  manner and with the same  effect as  described  in Section 2.1 and Section
3.1. Upon delivery,  such Equity shall thereupon constitute "Pledged Equity" and
shall be subject to the Liens  herein  created,  for the  purposes  and upon the
terms and conditions set forth in this Agreement and the other Loan Papers.

      (d) Defense of Title.  Pledgor will take any and all actions  necessary to
defend  title to the  Collateral  against all persons and to defend the security
interest of Pledgee in the Collateral and the priority  thereof against any Lien
not expressly permitted hereunder.

      (e) Proceeds of Pledged Equity. If Pledgor shall receive, by virtue of its
being or having been an owner of any Pledged Equity,  any (i) Equity  (including
any certificate  representing  any Equity or distribution in connection with any
increase or  reduction  of capital,  reorganization,  reclassification,  merger,
consolidation,  sale of assets,  or spinoff or  split-off),  promissory  note or
other  instrument or writing;  (ii) option or right,  whether as an addition to,
substitution  for, or in exchange for, any Pledged  Equity or  otherwise;  (iii)
dividends or other distributions payable in cash (except such dividends or other
distributions permitted to be retained by Pledgor pursuant to Section 4.7) or in
securities  or other  property;  or (iv)  dividends  or other  distributions  in
connection  with a partial or total  liquidation or dissolution or in connection
with a reduction of capital,  capital surplus or paid-in surplus,  Pledgor shall
receive the same in trust for the benefit of Pledgee,  shall  segregate  it from
Pledgor's other property,  and shall promptly deliver it to Pledgee in the exact
form received,  with any necessary  endorsement or appropriate stock or transfer
powers duly executed in blank, to be held by Pledgee as Collateral.

      (f) Status of Pledged  Equity.  The  certificates  evidencing  the Pledged
Equity (as applicable)  shall at all times be valid and genuine and shall not be
altered.  The  Pledged  Equity at all times  shall be duly  authorized,  validly
issued,  fully paid, and non-assessable (as applicable),  shall not be issued in
violation of the  pre-emptive  rights of any Person or of any agreement by which
Pledgor or any Subsidiary is bound, and shall not be subject to any restrictions
or  conditions  with respect to the  transfer,  voting or capital of any Pledged
Equity.

      (g)  Taxes.  Pledgor  will  pay  when  due  all  taxes,   assessments  and
governmental  charges and levies  upon the  Collateral,  except  those which are
being  contested in good faith by  appropriate  proceedings  and with respect to
which no Lien exists.

      Section 3.3. Negative Covenants. Unless Pledgee shall otherwise consent in
writing,  Pledgor will at all times comply with the covenants  contained in this
Section 3.3 from the date hereof and so long as any part of the  Obligations  is
outstanding.

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      (a) Transfer or Encumbrance.  Pledgor will not sell,  assign (by operation
of law or otherwise),  transfer,  exchange, lease or otherwise dispose of any of
the  Collateral,  nor  will  Pledgor  grant a Lien  upon or file or  record  any
financing  statement or other registration with respect to the Collateral (other
than the security  interests created by this Agreement and the Bank One Pledge),
nor will Pledgor allow any such Lien, financing statement, or other registration
to exist or deliver actual or  constructive  possession of the Collateral to any
other  Person other than Liens in favor of Pledgee and Liens  created  under the
Bank One Pledge.

      (b)  Financing  Statement  Filings.   Pledgor  recognizes  that  financing
statements  pertaining to the Collateral have been or may be filed where Pledgor
is organized or formed, maintains any Collateral, has its records concerning any
Collateral,  has its chief executive  office or chief place of business,  or has
its principal  place of  residence.  Without  limitation  of any other  covenant
herein,  Pledgor  will not  cause or permit  any  change to be made in its name,
identity or corporate structure, or any change to be made to its jurisdiction of
formation or  organization  or any change to its mailing  address unless Pledgor
shall have  notified  Pledgee of such change at least  thirty (30) days prior to
the  effective  date of such  change,  and shall  have  first  taken all  action
required by Pledgee  for the purpose of further  perfecting  or  protecting  the
security interest in favor of Pledgee in the Collateral. In any notice furnished
pursuant to this  subsection,  Pledgor will  expressly  state that the notice is
required  by this  Agreement  and  contains  facts that may  require  additional
filings of financing  statements or other notices for the purposes of continuing
perfection of Pledgee's security interest in the Collateral.

      (c) Impairment of Security Interest. Pledgor will not take or fail to take
any action which would in any manner  impair the  enforceability  or priority of
Pledgee's security interest in any Collateral.

      (d)  Restrictions  on  Pledged  Equity.  Pledgor  will not enter  into any
agreement  creating,  or otherwise permit to exist, any restriction or condition
upon the  transfer,  voting or control of any Pledged  Equity,  other than those
contained in the LLC Agreement.

                                   ARTICLE IV

                       Remedies, Powers and Authorizations

      Section 4.1.   Provisions Concerning the Collateral.

      (a) Additional  Financing  Statement  Filings.  Pledgor hereby  authorizes
Pledgee to file one or more financing or continuation statements, and amendments
thereto,  relating  to the  Collateral.  Pledgor  further  agrees that a carbon,
photographic or other reproduction of this Agreement or any financing  statement
describing  any  Collateral is  sufficient  as a financing  statement and may be
filed in any jurisdiction Pledgee may deem appropriate.

      (b) Power of Attorney.  During any period in which an Event of Default has
occurred and is  continuing,  Pledgor  hereby  irrevocably  appoints  Pledgee as
Pledgor's attorney-in-fact and proxy, with full authority in the place and stead
of  Pledgor  and in the  name of  Pledgor  or  otherwise,  from  time to time in
Pledgee's discretion,  to take any action (except for the exercise of any voting
rights  pertaining to the Pledged Equity or any part thereof) and to execute any
instrument,  certificate or notice which Pledgee may deem necessary or advisable
to  accomplish

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the purposes of this Agreement including:  (i) to request or instruct Pledgor or
any Subsidiary (and each registrar,  transfer agent, or similar Person acting on
behalf of Pledgor or any  Subsidiary)  to register the pledge or transfer of the
Collateral  to Pledgee;  (ii) to otherwise  give  notification  to Pledgor,  any
Subsidiary,  registrar,  transfer agent, financial intermediary, or other Person
of Pledgee's security interests  hereunder;  (iii) to ask, demand,  collect, sue
for, recover, compound, receive and give acquittance and receipts for moneys due
and to become due under or in respect of any of the Collateral; (iv) to receive,
indorse  and  collect  any drafts or other  instruments,  documents  and chattel
paper;  and (v) to  file  any  claims  or  take  any  action  or  institute  any
proceedings  which Pledgee may deem necessary or desirable for the collection of
any of the Collateral or otherwise to enforce the rights of Pledgee with respect
to any of the Collateral.

      (c)  Performance by Pledgee.  If Pledgor fails to perform any agreement or
obligation  contained herein,  Pledgee may itself perform,  or cause performance
of, such  agreement  or  obligation,  and the  expenses  of Pledgee  incurred in
connection therewith shall be payable by Pledgor under Section 4.4.

      (d) Collection Rights.  Pledgee shall have the right at any time, upon the
occurrence and during the  continuance  of a Default or an Event of Default,  to
notify any or all obligors  (including  each  Subsidiary)  under any accounts or
general  intangibles  included among the Collateral of the assignment thereof to
Pledgee  and to direct such  obligors  to make  payment of all amounts due or to
become due to Pledgor thereunder directly to Pledgee and, upon such notification
and at the  expense of Pledgor  and to the extent  permitted  by law, to enforce
collection  thereof and to adjust,  settle or  compromise  the amount or payment
thereof,  in the same manner and to the same extent as Pledgor  could have done.
After  Pledgor  receives  notice that  Pledgee has given any notice  referred to
above in this subsection,  (i) all amounts and proceeds  (including  instruments
and  writings)  received  by  Pledgor in  respect  of such  accounts  or general
intangibles  shall be received  in trust for the  benefit of Pledgee  hereunder,
shall be segregated from other funds of Pledgor and shall be forthwith paid over
to Pledgee in the same form as so received (with any necessary  endorsement)  to
be held as cash  collateral  and (A)  released to Pledgor upon the remedy of all
Defaults  or  Events  of  Default,  or (B) if any Event of  Default  shall  have
occurred  and be  continuing,  applied as  specified  in Section  4.3;  and (ii)
Pledgor will not adjust,  settle or compromise the amount or payment of any such
account or general  intangible or release wholly or partly any account debtor or
obligor thereof or allow any credit or discount thereon.

      Section 4.2. Event of Default Remedies.  If an Event of Default shall have
occurred  and be  continuing,  Pledgee may from time to time in its  discretion,
without limitation and without notice except as expressly provided below:

      (a) exercise in respect of the Collateral, in addition to other rights and
remedies provided for herein,  under the other Obligation Documents or otherwise
available to it, all the rights and remedies of a secured party on default under
the Code (whether or not the Code applies to the affected Collateral);

                                       8
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      (b)  require  Pledgor  to, and  Pledgor  hereby  agrees  that it will upon
request of Pledgee forthwith, assemble all or part of the Collateral as directed
by Pledgee  and make it  available  to Pledgee  at a place to be  designated  by
Pledgee which is reasonably convenient to both parties;

      (c) reduce its claim to judgment against Pledgor or foreclose or otherwise
enforce,  in whole or in part,  the  security  interest  created  hereby  by any
available judicial procedure;

      (d) dispose of, at its office,  on the  premises of Pledgor or  elsewhere,
all or any part of the Collateral, as a unit or in parcels, by public or private
proceedings,  and by way of one or more contracts (it being agreed that the sale
of any part of the  Collateral  shall not exhaust  Pledgee's  power of sale, but
sales  may be  made  from  time  to  time,  and at any  time,  until  all of the
Collateral has been sold or until the  Obligations  have been paid and performed
in full),  and at any such sale it shall not be  necessary to exhibit any of the
Collateral;

      (e) buy (or  allow  its  designee  to buy)  the  Collateral,  or any  part
thereof, at any public sale;

      (f) buy (or  allow  its  designee  to buy)  the  Collateral,  or any  part
thereof,  at any private sale if the Collateral is of a type customarily sold in
a recognized  market or is of a type which is the subject of widely  distributed
standard price quotations; and

      (g)  apply  by  appropriate  judicial  proceedings  for  appointment  of a
receiver for the Collateral, or any part thereof, and Pledgor hereby consents to
any such appointment.

      Pledgor  agrees  that,  to the extent  notice of sale shall be required by
law,  at least ten (10)  days'  notice to  Pledgor  of the time and place of any
public  sale or the  time  after  which  any  private  sale is to be made  shall
constitute reasonable  notification.  Pledgee shall not be obligated to make any
sale of Collateral  regardless of notice of sale having been given.  Pledgee 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.

      Pledgor  agrees that upon a foreclosure or transfer in lieu thereof of the
Collateral  that the  purchaser  or  transferee  will be admitted as a member of
Quest  Cherokee,  with all rights of a member  therein,  including all rights to
distributions and all management and voting rights.

      Section 4.3.  Application of Proceeds.  If any Event of Default shall have
occurred and be continuing, Pledgee may in its discretion apply any cash held by
Pledgee as Collateral,  and any cash proceeds  received by Pledgee in respect of
any sale of,  collection from, or other  realization upon all or any part of the
Collateral,  in  the  order  and  manner  determined  by  Pledgee  in  its  sole
discretion.

      Section  4.4.   Release  and   Expenses.   In  addition  to,  and  not  in
qualification of, any similar obligations under other Obligation Documents:

      (a)  Pledgor  agrees to release  and forever  discharge  Pledgee  from and
against any and all claims,  losses and liabilities  growing out of or resulting
from this Agreement  (including  enforcement of this  Agreement).  The foregoing
release  and  discharge  shall  apply  whether  or not

                                       9
<PAGE>



such claims,  losses and  liabilities  are in any way or to any extent owed,  in
whole or in part,  under any claim or theory of strict  liability or are, to any
extent caused, in whole or in part, by any negligent act or omission of any kind
by Pledgee.

      (b)  Pledgor  will upon  demand pay to  Pledgee  the amount of any and all
costs and expenses, including the reasonable fees and disbursements of Pledgee's
counsel and of any experts and  agents,  which  Pledgee may incur in  connection
with  (i)  the  transactions  which  give  rise  to  this  Agreement;  (ii)  the
preparation  of  this  Agreement  and the  perfection  and  preservation  of the
security interest created under this Agreement; (iii) the administration of this
Agreement; (iv) the custody,  preservation, use or operation of, or the sale of,
collection from, or other realization upon, any Collateral;  (v) the exercise or
enforcement  of any of the rights of Pledgee  hereunder;  or (vi) the failure by
Pledgor to perform or observe  any of the  provisions  hereof,  except  expenses
resulting from Pledgee's gross negligence or willful misconduct.

      Section 4.5.  Non-Judicial  Remedies.  In granting to Pledgee the power to
enforce its rights hereunder without prior judicial process or judicial hearing,
Pledgor expressly waives,  renounces and knowingly  relinquishes any legal right
which might otherwise require Pledgee to enforce its rights by judicial process.
In so providing for non-judicial remedies,  Pledgor recognizes and concedes that
such  remedies  are  consistent  with the  usage of  trade,  are  responsive  to
commercial necessity,  and are the result of a bargain at arm's length.  Nothing
herein is  intended to prevent  Pledgee or Pledgor  from  resorting  to judicial
process at either party's option.

      Section 4.6. Other  Recourse.  Pledgor waives any right to require Pledgee
to proceed  against any other Person,  exhaust any  Collateral or other security
for the  Obligations,  or to have any Other  Liable Party joined with Pledgor in
any suit arising out of the Obligations or this  Agreement,  or pursue any other
remedy  in  Pledgee's  power.  Pledgor  further  waives  any and all  notice  of
acceptance of this Agreement and of the creation,  modification,  rearrangement,
renewal or extension for any period of any of the Obligations from time to time.
Pledgor  further waives any defense arising by reason of any disability or other
defense of any Other Liable Party or by reason of the  cessation  from any cause
whatsoever  of the  liability  of  any  Other  Liable  Party.  Until  all of the
Obligations  shall  have  been  paid in  full,  Pledgor  shall  have no right to
subrogation and Pledgor waives the right to enforce any remedy which Pledgee has
or may hereafter have against any Other Liable Party,  and waives any benefit of
and any right to participate  in any other security  whatsoever now or hereafter
held by  Pledgee.  Pledgor  authorizes  Pledgee,  without  notice or demand  and
without  any  reservation  of  rights  against  Pledgor  and  without  affecting
Pledgor's  liability  hereunder or on the Obligations,  from time to time to (a)
take or hold any other  property  of any type from any other  Person as security
for the Obligations, and exchange, enforce, waive and release any or all of such
other  property;  (b)  renew,  extend  for  any  period,   accelerate,   modify,
compromise,  settle or release any of the  obligations of any Other Liable Party
in  respect  to any  or  all  of the  Obligations  or  other  security  for  the
Obligations;  (c)  waive,  enforce,  modify,  amend  or  supplement  any  of the
provisions of any  Obligation  Document with any Person other than Pledgor;  and
(d) release or substitute any Other Liable Party.

                                       10
<PAGE>



      Section 4.7.   Voting  Rights,  Dividends  Etc.  in  Respect  of Pledged
Equity.

      (a) So long as no Default or Event of Default  shall have  occurred and be
continuing, Pledgor may receive and retain any and all dividends,  distributions
or interest paid in respect of the Pledged Equity;  provided,  however, that any
and all

      (i)  dividends,  distributions  and interest paid or payable other than in
      cash  in  respect  of,  and  instruments  and  other  property   received,
      receivable or otherwise  distributed in respect of or in exchange for, any
      Pledged Equity,

      (ii) dividends and other  distributions paid or payable in cash in respect
      of any Pledged Equity in connection with a partial or total liquidation or
      dissolution or in connection with a reduction of capital,  capital surplus
      or paid-in surplus, and

      (iii)cash paid,  payable or otherwise  distributed in redemption of, or in
      exchange for, any Pledged Equity,

      immediately  upon the  satisfaction in full of the obligations  secured by
the Bank One Pledge,  shall be, and shall  forthwith  be delivered to Pledgee to
hold as, Pledged Equity and shall, if received by Pledgor,  be received in trust
for the benefit of Pledgee,  be segregated  from the other  property or funds of
Pledgor,  and be forthwith  delivered to Pledgee in the exact form received with
any necessary  endorsement or appropriate stock or transfer powers duly executed
in blank, to be held by Pledgee as Collateral.

      (b) Upon the  occurrence  and  during the  continuance  of a Default or an
      Event of Default:

      (i)  all  rights  of  Pledgor  to  receive   and  retain  the   dividends,
      distributions  and interest  payments  which  Pledgor  would  otherwise be
      authorized  to  receive  and retain  pursuant  to  subsection  (a) of this
      Section 4.7 shall automatically cease, and all such rights shall thereupon
      become vested in Pledgee which shall  thereupon  have the right to receive
      and hold as Pledged  Equity such  dividends,  distributions  and  interest
      payments;

      (ii) without limiting the generality of the foregoing,  Pledgee may at its
      option exercise any and all rights of conversion,  exchange,  subscription
      or any  other  rights,  privileges  or  options  pertaining  to any of the
      Pledged  Equity  (except  voting  rights) as if it were the absolute owner
      thereof,  including the right to exchange, in its discretion,  any and all
      of the  Pledged  Equity upon the  merger,  consolidation,  reorganization,
      recapitalization or other adjustment of Pledgor or any Subsidiary, or upon
      the  exercise  by Pledgor or any  Subsidiary  of any right,  privilege  or
      option pertaining to any Pledged Equity, and, in connection therewith,  to
      deposit and deliver any and all of the Pledged  Equity with any committee,
      depository,  transfer agent, registrar or other designated agent upon such
      terms and conditions as it may determine; and

      (iii)all  dividends  and interest  payments  which are received by Pledgor
      contrary to the provisions of subsection (b) (i) of this Section 4.7 shall
      be received in trust for the benefit of Pledgee,  shall be segregated from
      other funds of  Pledgor,  and shall be  forthwith  paid

                                       11
<PAGE>



     over to Pledgee as Pledged Equity in the exact form received, to be held by
     Pledgee as Collateral.

Anything  herein to the contrary  notwithstanding,  Pledgee may not exercise any
voting  rights  pertaining to the Pledged  Equity,  and Pledgor may at all times
exercise any and all voting rights  pertaining to the Pledged Equity or any part
thereof for any purpose not inconsistent with the terms of this Agreement or any
other Obligation Document; provided, however, upon the occurrence and during the
continuance  of a Default or an Event of Default,  Pledgor  will not exercise or
refrain from  exercising  any such right,  as the case may be, if Pledgee  gives
notice  that,  in  Pledgee's  judgment,  such action  would result in a material
adverse  change with respect to the value of the Pledged  Equity or the benefits
to Pledgee of its security interest hereunder.

      Section  4.8.  Private Sale of Pledged  Equity.  Pledgor  recognizes  that
Pledgee may deem it  impracticable to effect a public sale of all or any part of
the Pledged  Equity and that  Pledgee may,  therefore,  determine to make one or
more private sales of any such  securities  to a restricted  group of purchasers
who will be obligated to agree,  among other things,  to acquire such securities
for their own account, for investment and not with a view to the distribution or
resale thereof. Pledgor acknowledges that any such private sale may be at prices
and on terms less  favorable to the seller than the prices and other terms which
might have been obtained at a public sale and,  notwithstanding  the  foregoing,
agrees  that  such  private  sales  shall  be  deemed  to  have  been  made in a
commercially  reasonable  manner and that Pledgee  shall have no  obligation  to
delay the sale of any such securities for the period of time necessary to permit
Pledgor or any  Subsidiary  to register such  securities  (with no obligation of
Pledgor or any Subsidiary to accomplish such registration) for public sale under
the Securities Act of 1933, as amended (the "Securities  Act").  Pledgor further
acknowledges  and agrees that any offer to sell such  securities  which has been
(a) publicly advertised on a bona fide basis in a newspaper or other publication
of general circulation in the financial community of Oklahoma City, Oklahoma (to
the extent that such an offer may be so advertised  without  prior  registration
under the Securities  Act), or (b) made privately in the manner  described above
to not less than  fifteen (15) bona fide  offerees  shall be deemed to involve a
"public sale" for the purposes of Section 9.610 of the Code (or any successor or
similar,  applicable  statutory  provision)  as then in  effect  in the State of
Texas,  notwithstanding  that such sale may not  constitute a "public  offering"
under the  Securities  Act,  and that  Pledgee  may, in such event,  bid for the
purchase of such securities.

                                    ARTICLE V

                                  Miscellaneous

      Section 5.1.  Notices.  Any notice or communication  required or permitted
hereunder shall be given in writing,  sent by personal delivery, by telecopy, by
delivery  service with proof of delivery,  or by registered or certified  United
States mail, postage prepaid, addressed to the appropriate party as follows:

                                       12
<PAGE>



           To Pledgor:    c/o Quest Resource Corporation
                          5901 N. Western, Suite 200
                          Oklahoma City, Oklahoma 73118
                          Attn: Jerry D. Cash
                          Fax No.: (405) 840-9894

           To Pledgee:    Cherokee Energy Partners LLC
                          200 Clarendon Street
                          55th Floor
                          Boston, MA  02117
                          Attn:  General Counsel
                          Fax No.:  (617) 867-4698

or to such  other  address  or to the  attention  of such  other  individual  as
hereafter  shall be  designated  in  writing  by the  applicable  party  sent in
accordance  herewith.  Any such notice or communication  shall be deemed to have
been given (a) in the case of personal delivery or delivery  service,  as of the
date of first  attempted  delivery  at the  address  or in the  manner  provided
herein,  (b) in the  case  of  telecopy,  upon  receipt,  or (c) in the  case of
registered or certified  United States mail, three (3) days after deposit in the
mail.

      Section 5.2.  Amendments.  No amendment of any provision of this Agreement
shall be  effective  unless it is in writing and signed by Pledgor and  Pledgee,
and no  waiver  of any  provision  of  this  Agreement,  and no  consent  to any
departure by Pledgor  therefrom,  shall be effective unless it is in writing and
signed by Pledgee,  and then such waiver or consent  shall be effective  only in
the specific  instance  and for the specific  purpose for which given and to the
extent specified in such writing.

      Section 5.3.  Preservation of Rights. No failure on the part of Pledgee to
exercise,  and no delay in  exercising,  any right  hereunder or under any other
Obligation  Document shall operate as a waiver thereof;  nor shall any single or
partial  exercise  of any such  right  preclude  any other or  further  exercise
thereof or the  exercise  of any other  right.  Neither  the  execution  nor the
delivery  of this  Agreement  shall in any  manner  impair or  affect  any other
security for the Obligations. The rights and remedies of Pledgee provided herein
and in the other Obligation  Documents are cumulative of and are in addition to,
and not  exclusive  of, any rights or remedies  provided  by law.  The rights of
Pledgee  under  any  Obligation  Document  against  any  party  thereto  are not
conditional  or  contingent  on any attempt by Pledgee to exercise any of its or
their rights under any other  Obligation  Document against such party or against
any other Person.

      Section 5.4.  Unenforceability.  Any provision of this Agreement  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be  ineffective  to  the  extent  of  such  prohibition  or  invalidity  without
invalidating the remaining  portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.

      Section 5.5. Survival of Agreements. All representations and warranties of
Pledgor  herein,  and all  covenants  and  agreements  herein shall  survive the
execution  and delivery of this  Agreement,  the  execution  and delivery of any
other Obligation Documents and the creation of the Obligations.

                                       13
<PAGE>



      Section 5.6.  Other Liable Party.  Neither this Agreement nor the exercise
by Pledgee or the  failure of  Pledgee to  exercise  any right,  power or remedy
conferred  herein or by law shall be  construed  as  relieving  any Other Liable
Party  from  liability  on the  Obligations  or  any  deficiency  thereon.  This
Agreement  shall  continue  irrespective  of the fact that the  liability of any
Other  Liable  Party  may  have  ceased  or  irrespective  of  the  validity  or
enforceability  of any other  Obligation  Document to which Pledgor or any Other
Liable Party may be a party,  and  notwithstanding  the  reorganization,  death,
incapacity  or bankruptcy of any Other Liable  Party,  and  notwithstanding  the
reorganization  or bankruptcy  or other event or proceeding  affecting any Other
Liable Party.

      Section 5.7.  Binding  Effect and  Assignment.  This  Agreement  creates a
continuing  security  interest  in the  Collateral  and (a) shall be  binding on
Pledgor and its successors and permitted assigns, and (b) shall inure,  together
with all rights and remedies of Pledgee hereunder, to the benefit of Pledgee and
its  respective  successors  and  permitted  transferees  and  assigns.  Without
limiting  the  generality  of the  foregoing,  Pledgee  may  pledge,  assign  or
otherwise  transfer any or all of its rights under any or all of the  Obligation
Documents to any other  Person,  and such other Person  shall  thereupon  become
vested with all of the benefits in respect  thereof granted herein or otherwise.
None of the rights or duties of Pledgor  hereunder  may be assigned or otherwise
transferred without the prior written consent of Pledgee.

      Section 5.8.  Termination.  It is  contemplated by the parties hereto that
there may be times when no Obligations are outstanding, but notwithstanding such
occurrences,  this  Agreement  shall remain valid and shall be in full force and
effect as to subsequent outstanding  Obligations.  Upon the satisfaction in full
of the  Obligations,  and  upon  written  request  for  the  termination  hereof
delivered  by Pledgor to  Pledgee,  this  Agreement  and the  security  interest
created hereby shall terminate and all rights to the Collateral  shall revert to
Pledgor.  Pledgee will,  upon Pledgor's  request and at Pledgor's  expense,  (a)
return  to  Pledgor  such of the  Collateral  as  shall  not have  been  sold or
otherwise  disposed of or applied pursuant to the terms hereof,  and (b) execute
and deliver to Pledgor such  documents as Pledgor  shall  reasonably  request to
evidence such termination.

      Section  5.9.   GOVERNING  LAW.  THIS  AGREEMENT  SHALL  BE  CONSTRUED  IN
ACCORDANCE  WITH AND  GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF
THE UNITED STATES OF AMERICA.

      Section 5.10.  Counterparts.  This Agreement may be separately executed in
any number of  counterparts,  all of which when so  executed  shall be deemed to
constitute one and the same Agreement.

      Section 5.11.  Subordination.  Notwithstanding  anything herein contained,
until the obligations secured by the Bank One Pledge (including any refinancings
thereof) have been paid in full in cash (including  interest  accruing after the
commencement of any bankruptcy or insolvency proceeding regardless of whether it
is an allowed claim in such proceeding) and all commitments  under the Revolving
Credit  Agreement  and Term Credit  Agreement  (as said terms are defined in the
Bank One Pledge,  and as the same may be assigned and amended in connection with
the  refinancing  thereof),  have  terminated,  (a) all Liens of  Pledgee in the
Collateral  shall be and hereby are  subordinated  for all  purposes  and in all
respects  to the  Liens

                                       14
<PAGE>



created  by the Bank One  Pledge  (as the same may be  assigned  and  amended in
connection with the refinancing thereof),  in the Collateral,  regardless of the
time,  manner or order of perfection of any such Liens and (b) Pledgee shall not
in any event  exercise any rights and remedies  granted under this  Agreement or
applicable law with respect to the  Collateral.  Pledgee agrees that it will not
at anytime contest the validity,  perfection,  priority or enforceability of the
indebtedness represented by either the Revolving Credit Agreement or Term Credit
Agreement,  or the Liens of  Collateral  Agent in the  Collateral  securing such
indebtedness.  In the event that Collateral  Agent releases or agrees to release
any of its  Liens  in the  Collateral  in  connection  with  the  sale or  other
disposition  thereof or any of the Collateral is sold or retained  pursuant to a
foreclosure  or  similar  action,  Pledgee  shall (or shall  cause its agent to)
promptly execute and deliver to Collateral Agent such termination statements and
releases as Collateral Agent shall  reasonably  request to effect the release of
the Liens of  Pledgee  in such  Collateral.  In  furtherance  of the  foregoing,
Pledgee hereby irrevocably appoints Collateral Agent its attorney-in-fact,  with
full  authority  in the place and stead of Pledgee and in the name of Pledgee or
otherwise,  to execute and deliver any document or instrument  which Pledgee may
be required to deliver pursuant to this Section 5.11.

                           [Signature Pages to Follow]


                                       15
<PAGE>


      IN WITNESS WHEREOF,  Pledgor has executed and delivered this Agreement, as
of the date first above written.

                               QUEST OIL & GAS CORPORATION,
                               a Kansas corporation


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


                               QUEST ENERGY SERVICE, INC.,
                               a Kansas corporation


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


                               STP CHEROKEE, INC.,
                               an Oklahoma corporation


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


                               PONDEROSA GAS PIPELINE  COMPANY,  INC.,
                               a Kansas corporation


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


                                       16
<PAGE>


                               PRODUCERS SERVICE, INCORPORATED,
                               a Kansas corporation


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


                               J-W GAS GATHERING, L.L.C.,
                               a Kansas limited liability company


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


Each Subsidiary hereby acknowledges and consents to the pledge of the Collateral
and hereby  agrees to  observe  and  perform  each and every  provision  of this
Agreement applicable to such Subsidiary.

                               QUEST CHEROKEE, LLC,
                               a Delaware limited liability company


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



                                       17
<PAGE>



                                    EXHIBIT A

                              Obligation Documents

1. The Member Purchase Agreement

2. Amended and Restated Limited  Liability  Company Agreement of Quest Cherokee,
LLC, a Delaware  limited  liability  company  dated  December 22, 2003 (the "LLC
Agreement")

3. Assignment  Agreement dated as of December 22, 2003,  between the Parent,  as
assignor, and Quest Cherokee, as assignee,  assigning the Parent's interests and
rights  under the  Purchase  and Sale  Agreement  dated as of December 10, 2003,
between Devon Energy Production Company, L.P. and Tall Grass Gas Services,  LLC,
as sellers, and Parent, as the buyer





<PAGE>


                                   SCHEDULE 1

All Class B Membership Interests issued and outstanding in Quest Cherokee,  LLC,
a Delaware limited liability company.



<PAGE>


                                   SCHEDULE 2

                    Jurisdictions of Organization; Location

              Pledgor                           Location

Quest Oil & Gas Corporation                      Kansas
Quest Energy Service, Inc.                       Kansas
STP Cherokee, Inc.                              Oklahoma
Ponderosa Gas Pipeline Company, Inc.             Kansas
Producers Service, Incorporated                  Kansas
J-W Gas Gathering, L.L.C.                        Kansas