QUEST RESOURCE CORPORATION
                          2005 OMNIBUS STOCK AWARD PLAN

                          BONUS SHARES AWARD AGREEMENT
                          ----------------------------


Date of Grant: October 14, 2005

 Number of Bonus                                      Date Participant Must Be
  Shares Granted             Date Payable            Employed to Receive Award
 ----------------            ------------            -------------------------






     THIS BONUS SHARES AWARD AGREEMENT (this "Award  Agreement"),  is entered on
__________________,   by  and  between  Quest  Resource  Corporation,  a  Nevada
corporation (the "Company"), and ________________________ (the "Participant").

                                    RECITALS:

     A.  Effective  October 14, 2005, the Company  established  the 2005 Omnibus
Stock Award Plan (the  "Plan")  under  which the  Company  may grant  employees,
consultants  and  non-employee  directors  of the Company  certain  equity-based
awards.

     B. The Participant is an employee,  consultant or non-employee  director of
the  Company or one of its  subsidiaries  and the Company  desires to  encourage
him/her  to own Shares  and to give  him/her  added  incentive  to  advance  the
interests of the Company,  and desires to grant the Participant  Bonus Shares of
the Company under the terms and conditions established by the Board.

                                   AGREEMENT:

     In  consideration  of the mutual promises and covenants  contained  herein,
Participant and the Company agree as follows:

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

     All  provisions of this Award  Agreement and the rights of the  Participant
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 Agreement
but not defined shall have the meaning set forth in the Plan.


<PAGE>

     Section 2.   Grant of Bonus Shares
                  ---------------------

     As  of  the  Date  of  Grant  identified   above,  the  Company  grants  to
Participant,  subject to the terms and  conditions  set forth  herein and in the
Plan, that number of Bonus Shares  identified above opposite the heading "Number
of Bonus Shares Granted" (the "Bonus Shares").

     Section  3.  Effect of Termination of Employment of Participant
                  --------------------------------------------------

     Participant must be employed by the Company on the date specified,  if any,
opposite the above headings "Number of Bonus Shares Granted" and "Date Payable,"
in order to be paid the listed number of Bonus  Shares.  If  Participant  is not
employed by the Company on any such  specified  date,  the Award listed for such
date (and any Award(s) specified for any subsequent dates) will be forfeited.

      Section 4.  Nontransferability of Right to/Interest in Bonus Shares
                  -------------------------------------------------------

     Prior to such time that the Bonus Shares are paid to the  Participant,  any
rights to, or interests in, the Bonus Shares,  as herein  granted,  shall not be
transferred,  assigned, pledged or hypothecated in any way (whether by operation
of law or  otherwise)  and shall not be subject  to  execution,  attachment,  or
similar process. Upon any attempt to transfer,  assign,  pledge,  hypothecate or
otherwise dispose of any right to, or interest in, the Bonus Shares, or upon the
levy of any  attachment  or similar  process upon such  Shares,  contrary to the
provisions  of the Plan,  the Bonus  Shares  granted  herein (that have not been
paid) shall immediately be forfeited.

     Section 5.   Board Authority
                  ---------------

     Any  questions  concerning  the  interpretation  of this Bonus Shares Award
Agreement and any  controversy  which arises under this Award Agreement shall be
settled by the Board in its sole discretion.

     Section 6.   Notice
                  ------

     Whenever any notice is required or permitted hereunder, such notice must be
in writing and  personally  delivered,  sent by  recognized  expedited  delivery
service,  with proof of delivery or sent by 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 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 Participant may
change,  at any time and from time to time, by written notice to the other,  the
address previously specified for receiving notices.  Until changed in accordance
herewith,  the Company and the Participant specify their respective addresses as
set forth below:

                                       2
<PAGE>

        Company:          Quest Resource Corporation
                          Attn: Chief Financial Officer
                          9520 North May Avenue
                          Oklahoma City, Oklahoma 73120

        Participant:      [Insert name and address]

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

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

     Section 7.   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 8.   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.

     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


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



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