QUEST RESOURCE CORPORATION
                          2005 OMNIBUS STOCK AWARD PLAN
                       NONQUALIFIED STOCK OPTION AGREEMENT

                             (Non-Employee Director)



To:     ___________________________ ("you" or the "Grantee")


                                NOTICE OF GRANT:
                                ----------------

     As a director of Quest Resource Corporation (the "Company"),  you have been
granted an option (the "Option") to purchase common shares,  $0.01 par value per
share,  of Quest  Resource  Corporation  ("Shares"),  subject  to the  terms and
conditions of the Quest Resource  Corporation 2005 Omnibus Stock Award Plan (the
"Plan") and the Option Award Agreement between you and the Company,  attached as
Exhibit A, as follows:


       Grant Date:                                  October 14,  2005
                                                    -----------------

       Total Number of Shares Subject to Option     Fifty thousand (50,000)*
                                                    -----------------------

       Option Price per Share ($):                  $___.___

       Expiration Date:                             October 14, 2015
                                                    ----------------

     In order to fully understand your rights under the Plan (a copy of which is
attached)  and the  Option  Award  Agreement,  attached  as  Exhibit  A, you are
encouraged  to read the Plan and this  document  carefully.  By  accepting  this
Option, you are also agreeing to be bound by Exhibit A. Please refer to the Plan
document for the definition of capitalized terms used in this Agreement.


                                            QUEST RESOURCE CORPORATION



                                            By:
                                                -------------------------------
                                                   Jerry Cash,
                                                   President and CEO


*The Award granted under this Award Agreement has given effect to the 2.5:1
reverse stock split effective October 31, 2005.


<PAGE>


                                    EXHIBIT A
                                   -----------

                                   AGREEMENT:

        In consideration of the mutual promises and covenants contained herein
and other good and valuable consideration paid by the Grantee to the Company,
the Grantee and the Company agree as follows:

     Section 1. Incorporation of Plan
                ---------------------

     All  provisions  of this  Award  Agreement  and the  rights of the  Grantee
hereunder  are  subject in all  respects to the  provisions  of the Plan and the
powers of the Board  therein  provided.  Capitalized  terms  used in this  Award
Agreement but not defined shall have the meaning set forth in the Plan.

     Section 2. Grant of Nonqualified Stock Option
                ----------------------------------

     As of the Grant Date identified above, the Company grants to the Grantee,
subject to the terms and conditions set forth herein and in the Plan, the right,
privilege, and option (the "Option") to purchase that number of Shares
identified above opposite the heading "Total Number of Shares Subject to
Option," at the per Share price specified above opposite the heading "Option
Price per Share."

     Section 3. Exercisability of Option
                ------------------------

     (a)       Except to the extent the Option is permitted to be transferred to
               a person  set  forth in  Section  8(b) of this  Award  Agreement,
               during the Grantee's lifetime,  this Option may be exercised only
               by the Grantee.  As of the dates  specified  below,  this Option,
               except as specifically  provided elsewhere under the terms of the
               Plan or this  Award  Agreement,  shall  become  exercisable  with
               respect to that number of shares under the column stated  "Number
               of Shares  Subject  to Option  Exerecisable,"  provided  that the
               Grantee is serving as a director of the Company on the  specified
               date:

                     Date                        Number of Shares Subject
                     ----                        ------------------------
                                                   to Option Exercisable
                                                   ---------------------

               Prior to October 14, 2005                    -0-
               October 14, 2005                           10,000
               October 14, 2006                           20,000
               October 14, 2007                           30,000
               October 14, 2008                           40,000
               October 14, 2009                           50,000

     (b)       In the  event of the  Grantee's  death or  Disability  while  the
               Grantee is serving as a director of the Company, the Option shall
               become fully  exercisable.  In the event that the Grantee dies or
               becomes   Disabled   following  the  Grantee's   Termination   of

                                       2
<PAGE>

               Affiliation,   the   exercisability   of  the  Option  shall  not
               accelerate   due  to  such  death  or  Disability  and  shall  be
               exercisable  only to the extent it was exercisable on the date of
               the Grantee's Termination of Affiliation.

     Section 4. Method of Exercise
                ------------------

     Provided  this Option has not  expired,  been  terminated  or  cancelled in
accordance  with the terms of the Plan,  that  number of shares  subject  to the
Option  which  are  exercisable  in  accordance  with  Section  3  above  may be
exercised, in whole or in part and from time to time, by delivery to the Company
or its designee a written notice to the Company or its designee which shall:

     (a)       set  forth the  number of Shares with respect to which the Option
               is to be exercised (such number must be in a minimum amount of 50
               Shares);

     (b)       if the  person  exercising  this  Option is not the  Grantee,  be
               accompanied  by  satisfactory  evidence of such person's right to
               exercise this Option; and

     (c)       be accompanied by payment in full of the Option Price in the form
               of cash,  personal or  certified  bank check or  electronic  wire
               transfer  payable to the order of the  Company or any other means
               allowable under the Plan which the Company in its sole discretion
               determines will provide legal consideration for the Shares.

     Section 5. Expiration of Option
                --------------------

     Unless  terminated  earlier  in  accordance  with the  terms of this  Award
Agreement or the Plan, the Option granted herein shall expire at 5:00 P.M., U.S.
Central Time, on the tenth (10th) Anniversary of the Grant Date (the "Expiration
Date"). In the event the Expiration Date is a Saturday,  Sunday or any other day
which is a holiday of the United  States  Federal  Government  (a  "Non-Business
Day"), then the Option granted herein shall expire, unless earlier terminated in
a accordance  with the terms of this Award  Agreement or the Plan, at 5:00 P.M.,
U.S.  Central Time, on the first day that is not a Non-Business Day (a "Business
Day")  following such  Expiration  Date. In no event may the Option be exercised
after the Expiration Date,  whether such exercise is with or without the consent
of the Company,  the Board or the Grantee,  unless such extended exercise period
is permitted by  regulations  issued under Section 409A of the Internal  Revenue
Code (and approved by the Board).

     Section 6. Effect of Termination of Affiliation
                ------------------------------------

     If the Grantee has a Termination of Affiliation  for any reason,  including
termination by the Company with or without Cause, voluntary resignation,  death,
or  Disability,  the effect of such  Termination  of  Affiliation  on all or any
portion of this Option is as provided below.  Notwithstanding  anything below to
the contrary,  in no event may the Option be exercised after the Expiration Date
whether  such  extended  exercise  period is with or without  the consent of the
Company, the Board or the Grantee,  unless such delayed exercise is permitted by
regulations issued under Section 409A of the Internal Revenue Code (and approved
by the Board).

                                       3
<PAGE>

     (a)       If the Grantee has a Termination of Affiliation within the Option
               Term  due  to  the  Grantee's  ceasing  to be a  director  of the
               Company,  the Option may be  exercised by the Grantee at any time
               prior to 5:00 P.M.,  U.S.  Central Time, on the ninetieth  (90th)
               calendar day following the Grantee's  Termination  of Affiliation
               (but in no event later than the  Expiration  Date).  In the event
               that such ninetieth  (90th) day shall not be a Business Day, then
               the Option shall expire at 5:00 P.M.,  U.S.  Central Time, on the
               first (1st)  Business Day  immediately  following  such ninetieth
               (90th) day. In any such case, the Option may be exercised only as
               to the Shares as to which the Option had become exercisable on or
               before the date of the Termination of Affiliation.

     (b)       If the Grantee  dies or becomes  Disabled  within the Option Term
               (A)while  he or she is a director of the  company,  or (B) within
               the ninety-day period referred to in clause (a) above, the Option
               may be  exercised by the Grantee or the  Grantee's  Beneficiaries
               entitled  to do so at any time prior to 5:00 P.M.,  U.S.  Central
               Time,  on the  365th  calendar  day  following  the  date  of the
               Grantee's  death or  Disability  (but in no event  later than the
               Expiration  Date).  In the  event  that  the  365th  day is not a
               Business  Day,  then the Option shall  expire at 5:00 P.M.,  U.S.
               Central  Time,  on  the  first  (1st)  Business  Day  immediately
               following  such  365th day.  In any such case,  the Option may be
               exercised only as to the Shares as to which the Option had become
               exercisable  on or  before  the  date of the  Grantee's  death or
               Disability,  or at  such  time  as  the  Grantee  ceased  to be a
               director of the Company, whichever is earlier.

     (c)       In the event the Grantee has a Termination of Affiliation  during
               a  Change  in  Control  Period  (which  is the  one  year  period
               following  a  Change  of  Control)   and  such   Termination   of
               Affiliation  is initiated  by the Company or a  Subsidiary  other
               than for Cause or initiated by the Grantee for Good Reason,  then
               all  Options  shall  immediately  become  exercisable  and may be
               exercised,  in whole or in part,  for ninety (90) days  following
               such  Termination of Affiliation  (but in no event later than the
               Expiration Date).

     Section 7. Investment Intent
                -----------------

     The  Grantee  agrees  that the Shares  acquired  on exercise of this Option
shall be acquired  for his/her  own account for  investment  only and not with a
view to, or for resale in connection  with, any  distribution or public offering
thereof  within the  meaning of the  Securities  Act of 1933 (the "1933 Act") or
other  applicable  securities  laws.  If the  Board  so  determines,  any  share
certificates  issued upon  exercise  of this  Option  shall bear a legend to the
effect that the Shares have been so  acquired.  The Company may, but in no event
shall be required to, bear any expenses of  complying  with the 1933 Act,  other
applicable  securities  laws  or the  rules  and  regulations  of  any  national
securities  exchange  or  other  regulatory  authority  in  connection  with the
registration,  qualification, or transfer, as the case may be, of this Option or
any Shares acquired upon the exercise thereof. The foregoing restrictions on the
transfer of the Shares shall be inoperative if (a) the Company  previously shall
have been  furnished  with an opinion  of  counsel,  satisfactory  to it, to the
effect that such  transfer  will not involve any  violation  of the 1933 Act and
other  applicable  securities  laws or (b)  the  Shares  shall  have  been  duly
registered in compliance with the 1933 Act and other applicable state or federal
securities  laws. If this Option,  or the Shares subject to this Option,  are so
registered under the 1933

                                       4
<PAGE>

Act,  the  Grantee  agrees  that he will not make a public  offering of the said
Shares  except on a national  securities  exchange on which the common shares of
the Company are then listed.

     Section 8. Nontransferability of Option
                ----------------------------

     (a)       Except as  provided  above in  Section  6(b) (in the event of the
               Grantee's death) or below in Section 8(b), or as otherwise may be
               provided in the Plan, no portion of the Option granted  hereunder
               may  be  sold,  transferred,   pledged,  assigned,  or  otherwise
               alienated  or  hypothecated,  other than by will,  by the laws of
               descent and  distribution.  All rights with respect to the Option
               granted  to the  Grantee  shall be  available  during  his or her
               lifetime only to the Grantee.

     (b)       Pursuant to conditions  and  procedures  established by the Board
               from  time to  time,  the  Board  may  permit  the  Option  to be
               transferred to, exercised by and paid to (a) the Grantee's child,
               stepchild,  grandchild, parent, stepparent,  grandparent, spouse,
               former   spouse,   sibling,    niece,   nephew,    mother-in-law,
               father-in-law,  son-in-law,  daughter-in-law,  brother-in-law, or
               sister-in-law (including adoptive relationships),  (b) any person
               sharing the Grantee's household(other than a tenant or employee),
               (c) a trust in which  persons  described  in (a) or (b) have more
               than 50% of the  beneficial  interest,  (d) a foundation in which
               persons described in (a) or (b) or the Grantee owns more than 50%
               of the voting interests; provided such transfer is not for value.
               Any permitted transfer shall be subject to the condition that the
               Board receive  evidence  satisfactory  to it that the transfer is
               being  made  for  estate  and/or  tax  planning   purposes  on  a
               gratuitous  or donative  basis and without  consideration  (other
               than nominal consideration).

     Section 9. Status of the Grantee
                ---------------------

     The Grantee shall not be deemed a  shareholder  of the Company with respect
to any of the Shares  subject  to this  Option,  except to the extent  that such
Shares shall have been purchased and issued to him or her. The Company shall not
be required to issue or transfer  any  certificates  for Shares  purchased  upon
exercise  of this  Option  until all  applicable  requirements  of law have been
complied  with and such  Shares  shall have been duly  listed on any  securities
exchange on which the Shares may then be listed.

    Section 10. No Effect on Capital Structure
                ------------------------------

     This  Option  shall not  affect  the right of the  Company  to  reclassify,
recapitalize  or  otherwise  change its capital or debt  structure  or to merge,
consolidate,  convey any or all of its assets, dissolve,  liquidate,  windup, or
otherwise reorganize.

     Section 11. Adjustments
                 -----------

     (a)       Except as provided in Section  11(b)  below,  in the event of any
               change  in the  number of  outstanding  Shares  effected  without
               receipt of consideration  therefor by the Company, by reason of a
               merger,    reorganization,    consolidation,    recapitalization,
               separation,  liquidation,  stock  dividend,  stock  split,  share
               combination  or other change

                                       5
<PAGE>

               in the corporate  structure of the Company  affecting the Shares,
               the aggregate  number and class of Shares  subject to this Option
               and the  exercise  price of this  Option  shall be  automatically
               adjusted to accurately  and equitably  reflect the effect thereon
               of such change;  provided,  however,  that any  fractional  share
               resulting from such adjustment shall be eliminated.  In the event
               of a dispute  concerning  such  adjustment,  the  decision of the
               Board shall be conclusive.

     (b)       Section  11(a) above shall not apply to the 2.5:1  reverse  stock
               split  effective  October 31, 2005, as all Awards made under this
               Award Agreement have given effect to such reverse stock split.

     Section 12. Amendments
                 ----------

     This Award  Agreement  may be  amended  only by a writing  executed  by the
Company and the Grantee which specifically states that it is amending this Award
Agreement;  provided  that this Award  Agreement  is subject to the power of the
Board to amend the Plan as provided therein. Except as otherwise provided in the
Plan, no such amendment shall  materially  adversely affect the Grantee's rights
under this Award  Agreement  without  the  Grantee's  consent,  nor may any such
amendment extend the time the Option may be exercised as specified in Sections 5
and 6  above  (except  as  such an  amendment  may  otherwise  be  permitted  by
regulations issued under Section 409A of the Internal Revenue Code).

     Section 13. Board Authority
                 ---------------

     Any questions  concerning the  interpretation of this Award Agreement,  any
adjustments required to be made under Sections 10 or 11 of this Award Agreement,
and any controversy  which arises under this Award Agreement shall be settled by
the Board in its sole discretion.

     Section 14. Withholding Taxes
                 -----------------

     The Grantee agrees to make  appropriate  arrangements  with the Company for
satisfaction of any applicable Federal, state or local income tax or payroll tax
withholding amounts required by law to be withheld, including the payment to the
Company at the time of exercise of an Option of all such taxes and requirements.
The  Company is not  required to issue  shares upon the  exercise of this Option
unless the  Grantee  first pays in cash or by share  withholding  to the Company
such amount,  if any, of tax  withholding.  The Company may, in its  discretion,
accommodate the Grantee's  request to have  additional tax withholding  taken at
the time of exercise.

     Section 15. Nonqualified Stock Option
                 -------------------------

     This  Option is not  intended  to qualify as an  "incentive  stock  option"
within the meaning of Section 422 of the Code, and shall not be so construed.

     Section 16. Notice
                 ------

     Whenever any notice is required or permitted hereunder, such notice must be
given in writing by (a) personal delivery, or (b) expedited, recognized delivery
service with proof of delivery,  or (c)

                                       6
<PAGE>

United States Mail,  postage prepaid,  certified mail, return receipt requested.
Any notice required or permitted to be delivered hereunder shall be deemed to be
delivered  on the  date  which  it was  personally  delivered,  received  by the
intended addressee,  or, whether actually received or not, on the third business
day after it is deposited in the United  States mail,  certified or  registered,
postage  prepaid,  addressed  to the person who is to receive it at the  address
which such person has  theretofore  specified  by written  notice  delivered  in
accordance herewith. The Company or the Grantee may change, at any time and from
time to time,  by  written  notice  to the  other,  the  address  specified  for
receiving notices.  Until changed in accordance herewith,  the Company's address
for receiving  notices shall be Quest  Resource  Corporation,  Attention:  Chief
Financial Officer, 9520 North May Avenue,  Oklahoma City, Oklahoma 93120. Unless
changed,  the Grantee's  address for  receiving  notices shall be the last known
address of the Grantee on the Company's records.  It shall be the Grantee's sole
responsibility  to notify the  Company  as to any change in his or her  address.
Such notification shall be made in accordance with this Section 17.

     Section 17. Severability
                 ------------

     If  any  part  of  this  Award  Agreement  is  declared  by  any  court  or
governmental   authority  to  be  unlawful  or  invalid,  such  unlawfulness  or
invalidity  shall not serve to invalidate  any part of this Award  Agreement not
declared to be unlawful  or  invalid.  Any part so declared  unlawful or invalid
shall, if possible,  be construed in a manner which gives effect to the terms of
such part to the  fullest  extent  possible  while  remaining  lawful and valid.
Additionally,  if any of the covenants in Section 9 are determined by a court to
be  unenforceable  in whole or in part  because of such  covenant's  duration or
geographical  or other  scope,  such  court  shall  have the power to modify the
duration  or scope of such  provision  as the case may be,  so as to cause  such
covenant, as so modified, to be enforceable.

     Section 18. Binding Effect
                 --------------

     This Award  Agreement  shall bind,  and,  except as  specifically  provided
herein,   shall  inure  to  the   benefit  of  the   respective   heirs,   legal
representatives, successors and assigns of the parties hereto.

     Section 19. Governing Law
                 -------------

     This Award Agreement and the rights of all persons claiming hereunder shall
be construed and determined in accordance with the laws of the State of Oklahoma
without giving effect to the principles of the Conflict of Laws to the contrary.


                                       7
<PAGE>


        IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and the Participant has hereunto set his or her hand effective the day and year
first above written.



                                  QUEST RESOURCE CORPORATION



                                  By:
                                     ----------------------------------
                                  Title:
                                        -------------------------------



                                  PARTICIPANT



                                  -----------------------------------


                                       8