Settlement and Release Agreement

SETTLEMENT AND RELEASE AGREEMENT

This Release and Settlement Agreement (this "Agreement") is made and entered into the 8th day of November 2007, between Richard Andrew Hoover ("Hoover") on one side and Quest Midstream GP, LLC (the "Company") and Quest Resource Corporation ("QRC"). Hoover, the Company, and QRC may be referred to individually as a "Party" and collectively as the "Parties".

WHEREAS, Hoover was previously employed by the Company as its President and Chief Operating Officer;

WHEREAS, Hoover and the Company entered into an Executive Employment Agreement which set forth specific terms and conditions related to the employment of Hoover by the Company;

WHEREAS, the Company terminated the Executive Employment Agreement pursuant to notice provided to Hoover on or about September 21, 2007 and, accordingly, the Company involuntary terminated Hoover's employment with the Company;

WHEREAS, the Parties desire to resolve any disputes Hoover may have against the Company, disputes arising out of the Executive Employment Agreement, any disputes arising out of Hoover's employment with the Company, and any disputes the Company or QRC may have against Hoover through this Agreement;

NOW THEREFORE in consideration of the mutual obligations of this Agreement and the benefits to be derived by the Parties hereto, which benefits the Parties agree they are not otherwise entitled to receive, the Parties agree as follows:

1.    Payment and/or Distribution(s) : Hoover acknowledges the Company has: (i) provided Hoover with payment of any and all accrued and unpaid salary through Hoover's last day of work, September 18, 2007; (ii) provided Hoover with payment of any and all unused paid time off to which Hoover was entitled as of September 18, 2007; and (iii) reimbursed any and all business expenses incurred by Hoover prior to September 18, 2007.

The Company further agrees to provide the following additional payments and/or distributions pursuant to the terms set forth herein:

a. Immediate Payments : Based upon the involuntary separation of Hoover and Hoover's agreement to release the Company from any liability arising out of the payment of the following items:

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HOOVER/QUEST MIDSTREAM GP, LLC/QUEST RESOURCE CORPORATION SETTLEMENT AND RELEASE AGREEMENT

Employment Agreement for the period from September 19, 2007 through and including the last regularly scheduled payment date for the Company immediately preceding the Effective Date. On the Company's next regularly scheduled payroll date and on each regularly scheduled payment date thereafter prior to April 1, 2008, the Company shall pay Hoover an amount equal to one-half of the base salary, less applicable withholdings, that would have been payable to Hoover on such regularly scheduled payment date under the Executive Employment Agreement; and

b.    Remaining Base Salary Installment Payments : On the first regularly scheduled payroll date, beginning with the first regularly scheduled payroll date of the Company occurring after April 1, 2008 and continuing through December 31, 2009, the Company agrees to pay Hoover an amount equal to one-half of the base salary, less applicable withholdings, that would have been payable to Hoover on such regularly scheduled payment date under the Executive Employment Agreement. It is the intention of the Parties that the combination of the Base Salary Installment Payments from September 19, 2007 through the last regularly scheduled payroll date prior to April 1, 2008 and from the first regularly scheduled payroll rate after April 1, 2008 through December 31, 2009, in gross, shall result in a total amount paid to Hoover of $392,447.50. The Company is entitled to cease payment once this amount has been reached if it is reached prior to December 31, 2009. If this amount will not be reached by December 31, 2009, then Hoover must notify the Company of any deficiency at least ten (10) days prior to December 31, 2009 in order to allow the Company to timely process the additional amount to be paid. Failure by Hoover to notify the Company of any deficiency prior to the time period set forth herein will result in a waiver of any amount owed and not paid by December 31, 2009. This time requirement is in place due to an effort by the Parties to fully comply with the requirements of I.R.C. § 409A.

c. Incentive Bonus : Hoover will receive a pro rata portion in the amount of 75% of any incentive bonus payable for 2007. The amount to be paid will be determined without

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HOOVER/QUEST MIDSTREAM GP, LLC/QUEST RESOURCE CORPORATION SETTLEMENT AND RELEASE AGREEMENT

netting any production bonus payments paid to Hoover during 2007. Such amount shall not be paid prior to April 1, 2008 in an effort to comply with the requirements of I.R.C. § 409A. Any payment after April 1, 2008 shall be made at the same time incentive bonuses are paid to the other executive officers of the Company, but in any event shall not be paid later than May 15, 2008. The Company will provide calculations that set forth the basis for the payment to Hoover. The Company agrees that the Incentive Bonus payable to Hoover will be determined in a manner consistent with the criteria and calculations of the final plan adopted by the Company for employee(s) holding a position equivalent to Hoover's prior position with the Company.   The Company further agrees that Hoover's incentive bonus will be within the top tier of any bonus amount distributed by the Company under the final plan adopted by the Company.

d. QMP Common Units : On the Effective Date, Hoover will become vested in 37,500 Quest Midstream Partners, L.P. ("QMP") Common Units ("Units") to be delivered to Hoover in two tranches - the first tranche of 18,750 Units to be delivered upon the later of a Liquidity Event or April 1, 2008; and the second tranche of 18,750 Units to be delivered upon the later of a Liquidity Event or April 1, 2009 (each a "Delivery Date"). If the Units are Publicly Traded on a Delivery Date, the Units will be delivered to a broker selected by Hoover upon receipt by the Company from Hoover of documentation reasonably satisfactory to the Company instructing such broker to remit to the Company proceeds from the sale of the Units sufficient to cover the necessary withholding taxes. The Company agrees that documentation similar to that used by Hoover in the past to instruct brokers to sell QRC bonus shares and remit to the Company sale proceeds sufficient to cover the necessary withholding taxes is acceptable to the Company. If the Units are not Publicly Traded on a Delivery Date, any applicable withholding taxes will be paid by Hoover to the Company at the time of delivery.

For purposes of this paragraph only, a "Liquidity Event" shall be defined as: (i) the successful completion of an initial public offering for the Units, such that there is a public market for the Units to trade through a traditional brokerage house on the NYSE or NASDAQ ("Publicly Traded"), or (ii) a sale in a single transaction, of all or substantially all of either: (a) the assets of QMP, or (b) the partnership interests in QMP.

e.          QMP Common Unit Distributions : The Company shall pay distribution equivalents to Hoover (i) on 75,000 Units for the 3 ^rd Quarter of 2007 and (ii) on the 37,500 Units described in 1(d) above for the 4 ^th Quarter of 2007 and each quarter thereafter until such Units are issued and delivered to Hoover. Distribution equivalents shall be paid to Hoover at the same time as distributions are paid to the other holders of Units, and shall be net of any appropriate withholdings, including appropriate withholdings for prior quarter distribution equivalents received by Hoover in which withholdings were not made if it is determined by the Company that such withholdings are necessary to comply with the

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HOOVER/QUEST MIDSTREAM GP, LLC/QUEST RESOURCE CORPORATION SETTLEMENT AND RELEASE AGREEMENT

Internal Revenue Code and such withholdings are made for all employee(s) receiving distribution equivalents from the Company. Following delivery of any Units, Hoover will cease to be entitled to distribution equivalents on such Units. Hoover will not have any rights as a Unit holder until the Units are actually delivered to him. Once the Units are delivered, Hoover will have all rights afforded to all other Unit holders, including the right to receive distributions. These distributions will be paid on a gross basis with Hoover managing tax payments.

2.    COBRA Reimbursement : Hoover has elected to continue group health insurance coverage pursuant to his continuation rights under Section 4980B of the Code and will be able to continue such coverage for 18 months from his termination of employment. The Company agrees to reimburse Hoover for all COBRA premium costs until the earlier of September 30, 2008 or the date upon which Hoover becomes eligible for health insurance because of employment with a different employer. COBRA premium payments made prior to September 30, 2008 will be paid directly by the Company. If Hoover becomes eligible for health insurance because of employment with a different employer, Hoover must notify the Company with ten (10) days of the change in his eligibility for coverage. After September 30, 2008, Hoover will be responsible for paying any COBRA premiums. For any previous premiums which were due and have already been paid by Hoover as of the Effective Date of this Agreement, Hoover will submit proof of payment and the amount paid by him. The Company will have fifteen (15) days following submission of this information in which to reimburse Hoover.

a.        By signing this Agreement, Hoover does hereby for himself, his successors, heirs and assigns, release, waive and forever discharge the Company, it agents, owners, employees, officers, directors, stockholders, representatives and all related companies, divisions, subsidiaries, parent and affiliated companies from all claims, liabilities, demands, and causes of action, whether known or unknown, fixed or contingent, including claims for wages, damages (whether or not liquidated) and/or attorneys' fees and costs, wh