EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Agreement (the “Agreement”) is made and entered into as of September 19, 2007 between QUEST MIDSTREAM GP, LLC (the “Company”), and Richard E. Muncrief (“Employee”).

a.          Agreement to Employ . The Company hereby employs Employee and Employee hereby accepts employment upon the terms and conditions hereinafter set forth. Employee will serve as President and Chief Operating Officer of the Company.

b.          Term . Unless earlier terminated by either party as provided in Section 4 or 5 hereof, this Agreement shall commence on September 19, 2007, and shall continue for a period of three years thereafter until September 19, 2010 (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement shall automatically continue in effect for successive one year terms (each a “Renewal Term”) unless terminated by either party by providing written Notice of Termination (as provided in Section 6) not less than 120 days prior to the end of the Initial Term or any Renewal Term.

c.          Duties . During the Initial Term and any Renewal Term, Employee agrees he will: (i) to the satisfaction of the Company, devote his best efforts and his entire business time to promote the interests of the Company and perform the functions of his position in a professional, ethical and business like manner; (ii) at all times be subject to the direction and control of the Chief Executive Officer of the Company with respect to his activities on behalf of the Company; (iii) comply with all lawful rules, orders and regulations of the Company and all statutes, regulations, interpretive rulings and other enactments to which the Company is subject; (iv) truthfully and accurately maintain and preserve such records and make all reports as the Company may require; (v) fully account for all monies which he may from time to time have custody over and deliver the same to the Company whenever and however directed to do so; and (vi) perform such other duties as may be requested or assigned to him from time to time by the Company.

a.          Base Salary . For all services to be rendered by Employee, the Company shall pay Employee a salary at the rate of Three Hundred Forty-Two Thousand Five Hundred Dollars ($342,500) per year. The salary (less applicable payroll withholdings) shall be paid in installments of equal frequency in accordance with the Company’s standard payroll practices but in no event less than once per month.

b.          Incentive Bonus Compensation/Stock Options . Employee shall be entitled to participate in an incentive bonus plan or program (“Bonus Plan”) with a maximum potential amount of up to 100% of Base Salary, as such plan or program is established annually by the Board of Directors (the “Board”) or the compensation committee of the Board (“Compensation Committee”). Employee’s actual bonus level will be contingent upon the Company achieving predetermined financial results and the Board’s (and/or Compensation Committee’s) approval, including approval of any components based on Company or individual performance. Employee

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acknowledges that actual payouts under the Bonus Plan may be more or less than Employee’s target level based on the performance of the Company against plan criteria and Employee’s performance against any individual objectives.

c.          MLP Bonus Units . The Company will issue to Employee a total of 75,000 common units (“Bonus Units”) of Quest Midstream, L.P. (the “MLP”). Such Bonus Units to be issued and to vest in accordance with the following schedule: (1) the later to occur of a Liquidity Event or one year of employment – 25,000 Bonus Units; (2) the later to occur of a Liquidity Event or two years of employment – 25,000 Bonus Units; and (3) the later to occur of a Liquidity Event or three years of employment – 25,000 Bonus Units. Notwithstanding the foregoing vesting schedule, the Company shall also pay Employee, at the same time as any distributions are paid on the common units of the MLP, an amount equal to the distribution that would have been paid on any unvested (and unforfeited) Bonus Units if such Bonus Units had been vested and issued. If the Company terminates Employee’s employment other than for Cause (as “Cause” is defined in Section 5(a) herein) or if Employee terminates his employment with Good Reason (as “Good Reason” is defined in Section 4(b) herein), all Bonus Units not vested at the time of such termination shall become immediately vested and will be issued promptly. If Employee’s employment terminates for any other reason prior to such time that the Bonus Units are fully vested, any unvested Bonus Units shall be forfeited.

For purposes of this section, a “Liquidity Event” means the expiration of any “lock-up agreement” entered into by Employee in connection with an Initial Public Offering (as defined in the Amended and Restated Agreement of Limited Partnership of the MLP dated as of December 22, 2006).

d.          Restricted Stock Grant . The Company will grant Employee 40,000 restricted shares of the Company’s parent corporation, Quest Resource Corporation (“Parent”) pursuant to the terms of the Parent’s 2005 Omnibus Stock Award Plan and the applicable Restricted Stock Award Agreement executed in connection with such plan. The restricted shares will vest in accordance with the following schedule, if Employee is employed on such date:

e.          Withholding . The Company shall deduct from all compensation paid to Employee pursuant to this Agreement any sums for income tax, unemployment insurance, social security or any other withholding required by law or other requirement of any governmental body. Upon issuance of any of the Bonus Units, Employee shall pay to the Company the amount required to be withheld by the Company in connection with such issuance. Alternatively, at the Company’s election, the Company may withhold from any Bonus Units to be issued an amount of Bonus Units required to satisfy any withholding requirements with respect to the vesting of

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such Bonus Units; provided, however, that if Employee’s employment with the Company is terminated without Cause and Employee would not be able under applicable securities laws to immediately sell a sufficient number of the Bonus Units to satisfy such withholding obligation, the Company shall withhold an amount of Bonus Units required to satisfy any withholding requirements with respect to the vesting of such Bonus Units from the Bonus Units to be issued.

3.          Employee Benefits . Employee shall be entitled, during his employment hereunder, to receive and participate in employee benefit plans or programs available to senior executives of the Company as the Board of Directors (or the Compensation Committee) of the Company determines, in its sole discretion, from time to time.

Employee acknowledges that the benefits described above are subject to change in the discretion of the Board of Directors (or the Compensation Committee) of the Company, and that Employee is only entitled to participate in these benefits to the extent they are made available by the Company to senior executives from time to time.

a.          Voluntary Resignation . Employee shall have the right to terminate his employment at any time by providing no less than thirty (30) days prior written Notice of Termination to the Company. Employee hereby agrees to assist in the training of his replacement, if requested. In such event, Employee shall be entitled only to the compensation and benefits that accrued and vested through the date of his termination.

b.          With Good Reason . The Employee may terminate this Agreement with “Good Reason.” If Employee terminates with Good Reason, the Company shall:

(1)       Continue to pay Employee his Base Salary as required pursuant to Section 2(a) hereof as severance pay for the remaining period of the Initial Term, or as applicable, any subsequent Renewal Term (subject to a potential six month deferral as described in the next sentence.) If (A) Employee is a “specified employee” under Section 409A of the Internal Revenue Code (the “Code”) and the Company’s or Parent’s I.R.C. § 409A Specified Employee Policy (a “Specified Employee”) and (B) the aggregate amount of the severance payments provided for in the prior sentence that will be made before the end of the second tax year following the Employee’s termination of employment exceeds the limitation available to be paid on account of an involuntary separation under Treasury Regulations § 1.409A-1(b)(9)(iii), then the portion of such excess which otherwise would be paid during the first six months following Employee’s termination of employment (assuming the entire excess amount were spread ratably over the remainder of the Initial Term or Renewal Term, as the case may be) (the “Excess Separation Payments”) shall not be paid and instead shall be held in arrears (without any interest accrual) and paid in a lump sum by the Company on the first day after six months following Employee’s termination of employment;

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(2)       Pay Employee his pro rata portion of any annual bonus or other compensation to which he would have been entitled for the year during which the termination occurred, such payment to be made at such time that bonuses are made for such year (but in no event later than 2 ½ months after the end of the later of Employee’s tax year containing the date of Employee’s termination or the Company’s tax year for which the annual bonus relates); and

(3)       Pay all of Employee’s COBRA health insurance premium payments (for the same coverage that employee had in place prior to his termination) for the duration of the COBRA continuation period, or if earlier, until Employee becomes eligible for health insurance because of employment with a different employer.

Employee shall only be paid such severance pay, pro rata bonuses and COBRA insurance premiums if he (i) signs an agreement containing a release of claims against the Company, in a form substantially similar to that included in Exhibit A, attached hereto and incorporated herein; and (ii) does not own, manage, operate, join, contract with, or become employed by or connected in any manner with (whether as principal, partner, shareholder, member, director, officer, employee, agent or otherwise), any business which is competitive to the business engaged in by the Company. For purposes of this Agreement, a business shall be deemed to be competitive to the activities conducted by the Company in the same geographical area in which the Company conducts its business operations (or is actively pursuing business operations) at the time of Employee’s termination of employment.

For purposes of this Agreement, Good Reason means (i) the Company’s failure to pay Employee’s salary or annual bonus in accordance with the terms of this Agreement (unless the payment is not material and is being contested by the Company in good faith); (ii) the requirement of the Company that Employee be based anywhere other than Oklahoma City, Oklahoma, which for this purpose includes any surrounding communities within a 30 miles radius of Oklahoma City and the understanding that substantial travel may be required for Employee’s position; or (iii) a substantial and adverse change in Employee’s duties or responsibilities; provided, however, that (1) any termination of employment for “Good Reason” must occur within the one-year period beginning on the initial existence of the event or condition giving rise to the purported good reason, (2) Employee shall give the Company thirty days prior written Notice of Termination, as specified in Section 6, of the basis for claiming Good Reason exists and (3) the Company shall have failed to cure such breach or nonperformance during the thirty day notice period

c.          Employee’s Disability . The Employee may terminate his employment hereunder if his health should become impaired to an extent that makes the continued performance of his duties hereunder hazardous to his physical or mental health or his life; provided, that Employee shall have furnished the Company with a written statement from a qualified doctor to such effect. In the event this Agreement is terminated as a result of Employee’s disability, (i) Employee shall receive from the Company, in a lump-sum payment due within thirty (30) days of the effective date of termination, the sum equal to Three Hundred Forty-Two Thousand Five Hundred Dollars ($342,500), and (ii) all compensation and benefits that accrued and vested as of the date of his termination. If Employee is a Specified Employee,

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all cash amounts due under this Section 4(c) shall be payable to Employee in a lump-sum cash payment on the first day following the six-month anniversary of the date of Employee’s termination of employment.

a.          Without Cause . The Company may terminate Employee’s employment under this Agreement at any time without cause upon Notice of Termination. In such event, the Company shall:

(1)       Fully vest Employee in his accrued benefits under each Company employee benefit plan intended to be qualified under Code Section 401(a);

(2)       Continue to pay Employee his Base Salary as required pursuant to Section 2(a) hereof as severance pay for the remaining period of the Initial Term, or as applicable, any subsequent Renewal Term (subject to a potential six month deferral as described in the next sentence). If (A) Employee is a Specified Employee and (B) a portion of the severance payments provided for in the prior sentence are Excess Separation Payments, then, the Excess Separation Payments shall be paid in the same manner as provided above in Section 4(b)(1);

(3)       Pay Employee his pro rata portion of any annual bonus or other compensation to which he would have been entitled for the year during which the termination occurred, such payment to be made at such time that bonuses are made (but in no event later than 2 ½ months after the end of the later of Employee’s tax year containing the date of Employee’s termination or the Company’s tax year for which the annual bonus relates); and

(4)       Pay Employee’s COBRA health insurance premium payments (for the same coverage that employee had in place prior to his termination) for the duration of the COBRA continuation period, or if earlier, until Employee becomes eligible for health insurance because of employment with a different employer.

Employee shall only be paid such severance pay, pro rata bonuses and COBRA insurance premiums if he (i) signs an agreement containing a release of claims against the Company, in a form substantially similar to that included in Exhibit A, attached hereto and incorporated herein; and (ii) does not own, manage, operate, join, contract with, or become employed by or connected in any manner with (whether as principal, partner, shareholder, member, director, officer, employee, agent or otherwise), any business which is competitive to the business engaged in by the Company. For purposes of this Agreement, a business shall be deemed to be competitive to the activities conducted by the Company in the same geographical area in which the Company conducts its business operations (or is actively pursuing business operations) at the time of Employee’s termination of employment.

Employee will cease to be an employee of the Company as of the date Notice of Termination is given, and he will not receive or accrue any benefits of employment after such termination of employment except as provided herein.

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b.          With Cause . The Company may terminate Employee’s employment under this Agreement at any time for Cause effective immediately upon Notice of Termination. In the event the Company terminates this Agreement for cause on the part of Employee, Employee shall receive Base Salary for the period to the date of h