Exhibit 10.3

                               15% PROMISSORY NOTE

THE SECURITY  REPRESENTED HEREBY WAS ORIGINALLY ISSUED AS OF AUGUST 5, 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
                                 ---------------

August 5, 2005

     Quest Cherokee,  LLC, a Delaware limited liability company (the "Company"),
hereby  promises to pay to the order of Cherokee Energy Partners LLC, a Delaware
LLC (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

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     provided 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

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of any property  acquired,  installed,  constructed  or improved  within 90 days
before such Advance.

     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.
        -----------------

          (a)  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.

          (b)  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.

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     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 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 October 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.

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     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.

     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: Chief Executive Officer




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