Exhibit 10.1

                               15% PROMISSORY NOTE

THE SECURITY  REPRESENTED  HEREBY WAS ORIGINALLY ISSUED AS OF JULY 20, 2005, HAS
NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
AND MAY NOT BE SOLD OR TRANSFERRED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION
STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

                                 PROMISSORY NOTE
                                 ---------------

July 20, 2005                                                         $3,000,000

     Quest Cherokee,  LLC, a Delaware limited liability company (the "Company"),
hereby  promises  to pay to the order of Quest  Resource  Corporation,  a Nevada
corporation  (the "Lender"),  the principal  amount of $3,000,000 or such lesser
amount  which shall from time to time be owing  hereunder on account of advances
(each an "Advance" and  collectively  "Advances") made by the Lender as provided
herein,  together  with interest on the unpaid  principal  balances from time to
time  outstanding  hereunder  calculated  from the  date  hereof  (the  "Date of
Issuance")  in  accordance  with the  provisions  of this  Promissory  Note (the
"Note").

     For  purposes  of this Note,  "Notes"  means this Note and all other  notes
issued on the date hereof or at any time  hereafter  in  substantially  the same
form (including any PIK Notes (as defined in Section 6 hereof)).

     1.  Payment  of  Interest.  Interest  shall  accrue at the rate of  fifteen
percent (15%) per annum on the unpaid principal amount of this Note from time to
time  outstanding.  Interest  shall be computed on the basis of a 365 or 366-day
year (as applicable) and the actual number of days elapsed, and shall be payable
on each Interest  Payment Date (as defined in Section 6 hereof);  provided that,
on each Interest  Payment  Date,  the Company may pay interest in kind by either
(i) issuing a PIK Note to the holder  hereof in  principal  amount  equal to the
amount of the interest due on such Interest  Payment Date or (ii)  deferring the
interest due on such Interest Payment Date and all interest so deferred pursuant
to this clause (ii) shall be added to and become a part of the principal of this
Note as of the  Interest  Payment  Date upon  which it was  deferred,  and shall
thereafter  earn  interest  as provided  herein.  Except as provided in the last
sentence  of this  Section  1, in all  events an amount of  accrued  and  unpaid
interest  (including  any  interest  represented  by a  PIK  Note  or  otherwise
previously  added to  principal)  shall be paid by the Company in cash,  on each
Interest  Payment Date  occurring  after  December 22, 2008,  equal to the least
amount of such accrued and unpaid  interest such that the Note shall not have at
any time  "significant  original issue  discount"  within the meaning of section
163(i)(2) of the Internal  Revenue Code of 1986. Any accrued  interest which for
any  reason has not  theretofore  been paid shall be paid in full on the date on
which the final principal payment on this Note is made.

     2. Payment of Principal on Note.
        ----------------------------

        (a) Maturity.  The Company shall pay the principal amount  outstanding
under this Note  (including  interest  deferred and added to the  principal
amount of this Note as provided

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in Section 1 above)  together with all accrued and unpaid  interest on such
principal  amount,  to the holder of this Note on the Final  Maturity Date (as
defined in Section 6).

        (b) Prepayments.
            -----------

          (i) Upon  notice  given as  provided in  subsection  (ii)  below,  the
     Company may at any time and from time to time prepay all or any  proportion
     of the outstanding  principal  amount of the Note, plus accrued interest on
     the  outstanding   principal  amount  of  the  Note  through  the  date  of
     prepayment.

          (ii) The Company  shall send written  notice of its election to make a
     prepayment  on the  Notes  to the  holder  of this  Note by  registered  or
     certified mail, return receipt requested,  at least three (3) Business Days
     prior to the date of  prepayment.  Such notice shall specify the date fixed
     for prepayment,  the aggregate principal amount outstanding,  the aggregate
     amount of interest accrued on the outstanding principal amount of this Note
     through the date of prepayment specified in the Company's notice.

          (c) Time of Payment. If any payment of principal,  interest or premium
     shall become due on a day which is not a Business  Day (as defined  below),
     such  payment  shall be made on the next  succeeding  Business Day and such
     extension of time shall in such case be included in  computing  interest in
     connection with such payment.  The term "Business Day" as used herein means
     any day other than  Saturday or Sunday or public  holiday under the laws of
     the  State of New  York or other  day on  which  banking  institutions  are
     authorized  or  obligated  to close in the City of New York in the State of
     New York.

          (d) Form of Payment. Unless otherwise indicated herein, any payment to
     be made  hereunder  shall be made at the  direction of the holder hereof by
     cashier's or certified  check to or upon the order of the holder or by wire
     transfer of  immediately  available  funds to an account  designated by the
     holder.

     3.  Advances;  Use of  Proceeds.  From time to time,  the  Company  may
request  the Lender to make  Advances  of funds to the  Company in an  aggregate
principal amount not to exceed $3,000,000. Amounts borrowed and repaid hereunder
may not be  reborrowed.  The Lender has no obligation to Advance any funds under
this Note. Upon receipt of a request for borrowing by the Company hereunder, the
Lender shall determine in its sole  discretion  whether to advance such funds to
the Company.  The Company  agrees that all Advances  made  hereunder,  any other
advances of funds which the Lender makes hereunder and all interest, charges and
expenses  accrued  with  respect  hereto  (said  accrued  interest,  charges and
expenses  being  hereinafter  collectively  referred  to as  "Charges")  and all
payments made and all other  appropriate  debits and credits will be recorded by
the Lender on its books and will  reflect the current  balance of the  Company's
indebtedness hereunder, which, absent manifest error in the Company's books, the
Company  hereby  agrees to pay.  The  Company  agrees  that the  proceeds of all
Advances  shall be used only for the  purpose  of paying  all or any part of the
purchase price of any property (including equity interests of any person) or the
cost of  installation,  construction  or improvement  of any property  acquired,
installed, constructed or improved within 90 days before such Advance.

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     4. Transfer of Note. This Note may only be transferred  with the consent of
the Company. Upon any such transfer, the holder shall send written notice to the
Company  specifying  the new holder's name and address.  The term "Note" as used
herein  includes  this Note and any  notes or other  evidences  of  indebtedness
issued in exchange for or in respect of this Note or any portion hereof.

     5. Events of Default.
        -----------------

     (e)  Definition.  For purposes of this Note,  an Event of Default  shall be
deemed to have occurred if:

          (i) the  Company  fails to pay (A) when  due,  the full  amount of any
     principal payment on any Note or (B) within five days of the date when due,
     the full amount of any interest then accrued on any Note; or

          (ii) the Company or any subsidiary makes an assignment for the benefit
     of creditors or admits in writing its inability to pay its debts  generally
     as they become due; or an order, judgment or decree is entered adjudicating
     the  Company or any  Subsidiary  bankrupt  or  insolvent;  or any order for
     relief with respect to the company or any  Subsidiary  is entered under the
     Federal  Bankruptcy  Code;  or the Company or any  Subsidiary  petitions or
     applies  to any  tribunal  for the  appointment  of a  custodian,  trustee,
     receiver  or  liquidator  of  the  Company  or  any  Subsidiary,  or of any
     substantial  part  of the  assets  of the  Company  or any  Subsidiary,  or
     commences  any  proceeding  (other  than a  proceeding  for  the  voluntary
     liquidation and  dissolution of any Subsidiary)  relating to the Company or
     any  Subsidiary   under  any   bankruptcy,   reorganization,   arrangement,
     insolvency,  readjustment  of debt,  dissolution or liquidation  law of any
     jurisdiction;  or any such petition or  application  is filed,  or any such
     proceeding is commenced,  against the Company or any  Subsidiary and either
     (A) the Company or any such  Subsidiary  by any act  indicates its approval
     thereof,  consent  thereto or  acquiescence  therein or (B) such  petition,
     application or proceeding is not dismissed within 60 days.

     (f) Consequences of Events of Default. Subject to the provisions of Section
3 hereof,  if an Event of Default has occurred and is continuing,  the holder or
holders of the Notes  representing a majority of the aggregate  principal amount
of the Notes then  outstanding may declare all or any portion of the outstanding
principal  amount of the Notes due and payable and demand  immediate  payment of
all or any  portion of the  outstanding  principal  amount of the Notes owned by
such holder or holders. The Company shall give prompt written notice of any such
demand to the other  holders  of the Notes,  each of which may demand  immediate
payment of all or any portion of such holder's Note.

     6. Definitions.  For purposes of this Note, the following capitalized terms
have the following meaning.

     "Final  Maturity Date" means the later of (i) October 22, 2010 and (ii) the
final maturity date under the Senior Credit Facility. The Company shall have the
right to extend the Final

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     Maturity Date until December 22, 2010,  provided that the Company  notifies
the holder hereof in writing that it desires to extend the Final  Maturity Date,
such  notice to be  received by the holder of each Note no later than sixty (60)
days prior to the current Final Maturity Date.

     "Interest Payment Date" means the last day of each January, April, July and
October of each year, commencing July 31, 2005.

     "Person" means an  individual,  a  partnership,  a  corporation,  a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization  and a  governmental  entity  or  any
department, agency or political subdivision thereof.

     "PIK Note" means a  promissory  note of the Company  that is  substantially
identical to this Note except for the stated principal amount thereof.

     "Senior Credit  Agreement"  means that certain Credit Agreement dated as of
July 22, 2004, by and among the Company,  as Borrower,  other  guarantors  party
thereto,  as  Guarantors,  the lenders  from time to time a party  thereto,  UBS
Securities LLC, as Arranger,  Bookmanager,  Documentation  Agent and Syndication
Agent,   the  Senior  Agent,   as  Issuing  Bank  ,LC  Facility   Issuing  Bank,
Administrative  Agent  and  Collateral  Agent,  and UBS  Loan  Finance  LLC,  as
Swingline Lender, as amended, modified or supplemented from time to time and any
replacement,  successor or new credit agreement  entered into in connection with
the refinancing thereof.

     "Subsidiary"  means, with respect to any Person,  any corporation,  limited
liability  company,  partnership,  association or other business entity of which
(i) if a  corporation,  a majority of the total  voting power of shares of stock
entitled  (without  regard to the occurrence of any  contingency) to vote in the
election of  directors,  managers  or  trustees  thereof is at the time owned or
controlled,  directly or indirectly,  by that Person or one or more of the other
Subsidiaries  of that  Person  or a  combination  thereof,  or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar  ownership  interest  thereof is at the time
owned or  controlled,  directly  or  indirectly,  by any  Person  or one or more
Subsidiaries of that Person or a combination  thereof.  For purposes  hereof,  a
Person or Persons  shall be deemed to have a majority  ownership  interest  in a
limited liability company, partnership,  association or other business entity if
such  Person or  Persons  shall be  allocated  a majority  of limited  liability
company,  partnership,  association or other business  entity gains or losses or
shall be or control any  managing  director or general  partner of such  limited
liability company, partnership, association or other business entity.

     7. Amendment and Waiver. Except as otherwise expressly provided herein, the
provisions of the Note may be amended and the Company may take any action herein
prohibited,  or omit to perform any act herein  required to be  performed by it,
only if the Company has obtained the written consent of the holders of the Notes
then outstanding.

     8. Cancellation.  After all principal and accrued interest at any time owed
on this  Note has been  paid in full,  this  Note  shall be  surrendered  to the
Company for cancellation and shall not be reissued.

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     9. Remedies Cumulative.  No remedy herein conferred upon the holder of this
Note is intended to be  exclusive of any other  remedy,  and each and every such
remedy shall be cumulative  and shall be in addition to every other remedy given
hereunder  or now or  hereafter  existing  at law or in equity or by  statute or
otherwise.

     10.  Remedies not Waived.  No course of dealing between the Company and the
holder of this Note or any delay on the part of the holder  hereof in exercising
any  rights  hereunder  shall  operate as a waiver of any right of the holder of
this Note.

     11. Covenants Bind Successors and Assigns. All the covenants, stipulations,
promises and  agreements  in this Note  contained by or on behalf of the Company
shall bind its successors and assigns, whether so expressed or not.

     12.  Governing  Law.  This  Note  shall be  governed  by and  construed  in
accordance with the laws of the State of New York.

     13. Heading.  The headings of the sections and subsections of this Note are
inserted for convenience only and do not constitute a part of this Note.

     14. Acceptance and Acknowledgment. By accepting this Note and advancing the
proceeds of the  indebtedness  evidenced by this Note,  the holder hereof hereby
agrees to,  acknowledges  and accepts,  each of the terms and provisions of this
Note.

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     IN WITNESS WHEREOF, the Company has executed and delivered this Note on the
Date of Issuance.

                                     QUEST CHEROKEE, LLC


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







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