Exhibit 10.2

                             INTERCREDITOR AGREEMENT

     THIS  INTERCREDITOR  AGREEMENT (this "Agreement") is entered into as of the
20th day of July,  2005, by and between  Quest  Resource  Corporation,  a Nevada
corporation  ("QRC"),  and  Cherokee  Energy  Partners  LLC, a Delaware  limited
liability company ("CEP"),  with respect to certain financial  arrangements with
Quest Cherokee, LLC, a Delaware limited liability company ("Borrower").

                                    RECITALS:
                                    ---------

     A. CEP has made to  Borrower  loans in the  aggregate  principal  amount of
$63,000,000  pursuant  to the terms of an Amended  and  Restated  Note  Purchase
Agreement  dated as of February 11, 2005 (together with any subsequent  advances
of monies to Borrower from CEP, the "CEP Loans").  All monies,  liabilities  and
obligations,  of any and every kind and nature,  owed to CEP from Borrower under
the CEP Loans are referred to herein as the "CEP Obligations."

     B. Concurrent with the execution of this Agreement,  QRC desires to loan to
Borrower up to $3,000,000, in the form of a 15% Promissory Note (the "QRC Loans"
and,  together with the CEP Loans,  the "Loans").  All monies,  liabilities  and
obligations,  of any and every kind and nature,  owed to QRC from Borrower under
the QRC Loans are referred to herein as the "QRC Obligations."

     The parties  hereto wish to agree upon the  relative  rights of interest of
CEP and QRC with respect to payments  received from Borrower on or in respect of
the Loans.

                                    AGREEMENT
                                    ---------

     NOW THEREFORE, in consideration of these premises, the terms and conditions
set forth  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     Section 1.  Recitals.  The recitals  specified  above in this Agreement are
hereby incorporated into this Agreement.

     Section 2.  Definitions.  When used in this Agreement,  the following terms
shall have the meanings set forth as definitions  in this Section.  The singular
use of any  defined  term  shall  include  the  plural  and the plural use shall
include the singular.

     "Enforcement  Action"  shall mean (a) to demand,  sue for,  take or receive
from or on behalf of Borrower,  by set-off or in any other manner,  the whole or
any part of any monies  which may now or  hereafter  be owing by  Borrower  with
respect to the  Obligations,  (b) to initiate or participate  with others in any
suit,  action or  proceeding  against  Borrower to (i) enforce  payment of or to
collect  the  whole or any part of the  Obligations  or (ii)  commence  judicial
enforcement of any of the rights and remedies under the  Obligations,  or (c) to
accelerate any Obligations.


<PAGE>

     "Proceeding"   shall  mean  any   voluntary  or   involuntary   insolvency,
bankruptcy,    receivership,     custodianship,     liquidation,    dissolution,
reorganization,  assignment  for the  benefit  of  creditors,  appointment  of a
custodian,  receiver,  trustee or other officer with similar powers or any other
proceeding for the liquidation, dissolution or other winding up of Borrower.

     "Obligations" shall mean the CEP Obligations and the QRC Obligations.

     Section  3.  Priority  of   Indebtedness.   The  indebtedness  and  payment
obligations  of  Borrower  with  respect  to the  QRC  Obligations  and  the CEP
Obligations  shall be of equal  priority,  and none  shall  have a  priority  of
payment over or be subordinate  to the other.  Any payments made by the Borrower
on any of the Obligations  and the proceeds of any  Enforcement  Action shall be
shared pro rata by QRC and CEP based upon percentages determined by dividing the
outstanding principal amount and accrued and unpaid interest owed to each of QRC
on the QRC  Loans and CEP on the CEP  Loans,  respectively,  by the  outstanding
principal  amount of, and accrued and unpaid interest on, all Loans.  Each party
that  receives  any  payments  from the  Borrower on any of the  Obligations  or
proceeds from any  Enforcement  Action shall promptly pay to the other party its
pro rata share of such amounts.

     Section 4. Default. Each party hereto shall provide prior written notice to
the other parties  hereto (other than Borrower) of any Event of Default of which
it is aware  under the Loans.  If an Event of  Default  occurs on either the CEP
Loans or the QRC Loans,  such default  shall be deemed to be an Event of Default
with  respect to all Loans.  CEP shall have the right to control the exercise of
remedies related to such Event of Default in accordance with Section 7 hereof.

     Section 5. No Third Party  Beneficiaries.  This Agreement and the terms and
provisions  hereof  are  solely  for the  benefit  of CEP and QRC and  shall not
benefit in any way any other person,  including,  but not limited to,  Borrower.
The parties hereto  specifically  reserve any and all of their respective rights
against Borrower and any third parties.

     Section 6. Termination,  Recision or Modification. The agreements set forth
in this  Agreement  shall remain in full force and effect  regardless of whether
either party hereto in the future seeks to rescind,  amend,  terminate or reform
its respective agreements with Borrower.

     Section 7.  Remedies.  CEP shall have the right to control the  exercise of
any remedies  (including the  commencement  and  prosecution of any  Enforcement
Action)  against  the  Borrower  with  respect to an Event of Default  under the
Loans. In the event of the commencement of any Enforcement Action by CEP against
the Borrower,  QRC agrees to cooperate  with CEP in the exercise of the remedies
that are set forth in any written instrument  evidencing any of the Obligations,
including without  limitation any promissory notes executed by Borrower in favor
of CEP or QRC (all such written instruments are referred herein to as "Financing
Documents").

     Section  8.  Waiver of  Marshalling.  Each party to this  Agreement  hereby
waives  any  right to  require  the  other  party to  marshal  any  security  or
collateral  or otherwise to compel the other party to seek  recourse  against or
satisfaction  of the  indebtedness  owed to it from one  source  before  seeking
recourse or satisfaction from another source.

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<PAGE>

     Section 9. Relation of Parties.  This  Agreement is entered into solely for
the  purposes  set forth in the  Recitals  above,  and,  except as is  expressly
provided otherwise herein, no party to this Agreement assumes any responsibility
to the other party to advise such other party of information known to such party
regarding  the  financial  condition  of Borrower or of any other  circumstances
bearing  upon the risk of  nonpayment  of the  Obligations  of  Borrower  to the
parties  hereto.  Each party shall be responsible for managing its relation with
Borrower and neither  party shall be deemed the agent of the other party for any
purpose.  Each of the  parties  hereto may alter,  amend,  supplement,  release,
discharge  or  otherwise  modify  any  terms  of the  documents  evidencing  and
embodying  their  respective  Obligations  without  notice to or  consent of the
other.

     Section 10.  Notices.  Any notice  required or permitted in connection with
this  Agreement  shall be in  writing  and  shall be made by hand  delivery,  by
Federal Express,  or other similar overnight  delivery service,  or by certified
mail, return receipt requested,  postage prepaid,  addressed to the party at the
appropriate address set forth below or to such other address as may be hereafter
specified  by  written  notice  by such  party  pursuant  to notice to the other
parties  hereto and shall be considered  given as of the date of hand  delivery,
one (1)  calendar  day after  delivery to Federal  Express or similar  overnight
delivery  service,  or  two  (2)  calendar  days  after  the  date  of  mailing,
independent  of the date of mail  delivery or whether  mail  delivery is ever in
fact accomplished, as the case may be:

If to Borrower, to:        Quest Cherokee, LLC
                           9520 North May Ave.
                           Suite 300
                           Oklahoma City, Oklahoma 73120
                           Attention: Chief Executive Officer

If to CEP, to:             Cherokee Energy Partners LLC
                           200 Clarendon Street, 55th Fl.
                           Boston, MA 02117
                           Attn:  General Counsel

If to QRC, to:             Quest Resource Corporation
                           9520 North May Ave.
                           Suite 300
                           Oklahoma City, Oklahoma 73120
                           Attention: Chief Executive Officer

     Section  11.  Binding  Nature.  This  Agreement  shall be binding  upon the
parties and their respective successors and assigns.

     Section 12.  Effective  Date.  This Agreement  shall be effective as of the
date on which it is designated as being executed, independent of the actual date
each party hereto executes this Agreement.

     Section 13. Term of Agreement.  This Agreement shall continue in full force
and effect and shall be  irrevocable by either party hereto until the earlier to
occur of the following:

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<PAGE>

          (a) The parties mutually agree in writing to terminate this Agreement;
or

          (b) All of the obligations  owed by Borrower to the parties hereto are
fully paid and satisfied.

     Section 14. Section Titles.  The section titles contained in this Agreement
are for convenience only and are without  substantive  meaning or content of any
kind and shall not be considered part of this Agreement.

     Section  15.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed under the laws of the State of New York, all rights and remedies being
governed by such laws.

     Section 16. Continued  Effectiveness  of this Agreement.  The terms of this
Agreement,  the relationship of CEP and QRC governed hereby,  and the rights and
the  obligations  of the  parties  arising  hereunder,  shall  not be  affected,
modified  or impaired  in any manner or to any extent by: (a) any  amendment  or
modification  of or  supplement  to any  of the  Financing  Documents;  (b)  the
validity  or  enforceability  of any  of the  Financing  Documents;  or (c)  any
exercise or  non-exercise  of any right,  power or remedy under or in respect of
the  Obligations  or any of the Financing  Documents.  The parties hereto hereby
acknowledge that the provisions of this Agreement are intended to be enforceable
at all times,  whether before the commencement of, after the commencement of, in
connection with or premised on the occurrence of a Proceeding.

     Section 17. Cumulative Rights, No Waivers. Each and every right, remedy and
power granted to CEP or QRC hereunder shall be cumulative and in addition to any
other right,  remedy or power  specifically  granted  herein,  in the  Financing
Documents,  or now or hereafter existing in equity, at law, by virtue of statute
or  otherwise,  and  may  be  exercised  by CEP  or  QRC,  from  time  to  time,
concurrently or  independently  and as often and in such order as CEP or QRC may
deem expedient. Any failure or delay on the part of CEP or QRC in exercising any
such  right,  remedy or power,  or  abandonment  or  discontinuance  of steps to
enforce the same,  shall not operate as a waiver thereof or affect the rights of
CEP or QRC thereafter to exercise the same,  and any single or partial  exercise
of any such  right,  remedy or power  shall not  preclude  any other or  further
exercise  thereof or the  exercise of any other right,  remedy or power,  and no
such failure, delay,  abandonment or single or partial exercise of the rights of
CEP or QRC hereunder  shall be deemed to establish a custom or course of dealing
or performance among the parties hereto.

     Section 18.  Modification.  Any  modification or waiver of any provision of
this Agreement,  or any consent to any departure by any party  therefrom,  shall
not be effective in any event unless the same is in writing and signed by all of
the parties hereto (other than Borrower), and then such modification,  waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose given.

     Section 19. Severability. In the event that any provision of this Agreement
is deemed to be invalid,  illegal or unenforceable by reason of the operation of
any law or by  reason  of the  interpretation  placed  thereon  by any  court or
governmental  authority,  the  validity,  legality  and  enforceability  of  the
remaining  provisions  of this  Agreement  shall not in any way be  affected  or
impaired  thereby,  and the affected  provision shall be modified to the minimum
extent  permitted  by law so as most  fully to  achieve  the  intention  of this
Agreement.

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<PAGE>

     Section 20.  Counterparts.  This  Agreement  may be executed in one or more
counterparts,  each of which shall be deemed to be an original, but all of which
taken together shall be one and the same instrument.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                            CHEROKEE ENERGY PARTNERS LLC,
                                            a Delaware limited liability company


                                            /s/ Daniel R. Revers
                                            ---------------------------------
                                            Name:     Daniel R. Revers
                                            Title:    President




                                            QUEST RESOURCE CORPORATION,
                                            a Nevada corporation


                                            /s/ Jerry D. Cash
                                            ---------------------------------
                                            Name:     Jerry D. Cash
                                            Title:    Chairman and CEO






ACKNOWLEDGEMENT:

The undersigned,  referred to as "Borrower" in the foregoing  Agreement,  hereby
acknowledges  the terms and  provisions  thereof  and  agrees to  recognize  the
priorities and the agreements between CEP and QRC set forth therein.

QUEST CHEROKEE, LLC


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



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