Exhibit 10.1
LAMB-CASH VOTING AGREEMENT
CONSENT OF TRANSFEREE OF QUEST SHARES
Whereas,
the undersigned has
acquired 2,290,393
shares of common stock of
Quest Resource Corporation from Boothbay
Royalty Company ("Quest Shares");
Whereas, the
Quest Shares are subject to a voting agreement between Douglas
L. Lamb and Jerry D. Cash ("Voting Agreement") dated November 8, 2002, as
amended, modified or supplemented to the date hereof (a copy of which the
undersigned acknowledges receiving);
Whereas,
Section 2.4 of the
Voting Agreement
requires that any transferee
of shares of common stock agree, in
writing, to be bound by the Voting Agreement
and agree to all terms and conditions of
the Voting Agreement; and
Whereas,
the Voting Agreement
is in full force and effect and has not been
amended.
The undersigned hereby agrees to be bound by the
Voting Agreement and
agrees to all terms and conditions of the
Voting Agreement.
Specifically,
the undersigned agrees, during the term of the Voting
Agreement, to use the votes accorded to the
Quest Shares to elect the following
as directors of Quest Resource
Corporation:
1. Douglas L.
Lamb;
2. the designee
of Douglas L. Lamb;
3. the
additional
desig
