0001014108-05-000021.txt : 20120705
0001014108-05-000021.hdr.sgml : 20120704
20050127155630
ACCESSION NUMBER: 0001014108-05-000021
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20050127
DATE AS OF CHANGE: 20050127
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: LAMB DOUGLAS L
CENTRAL INDEX KEY: 0001079888
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
BUSINESS PHONE: 3166982250
MAIL ADDRESS:
STREET 1: PO BOX 97
CITY: BENEDICT
STATE: KS
ZIP: 66714
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: QUEST RESOURCE CORP
CENTRAL INDEX KEY: 0000775351
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 880182808
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-40006
FILM NUMBER: 05553875
BUSINESS ADDRESS:
STREET 1: 701 EAST MAIN STREET
STREET 2: P.O. BOX 100
CITY: BENEDICT
STATE: KS
ZIP: 66714
BUSINESS PHONE: (316)698-2250
MAIL ADDRESS:
STREET 1: P.O. BOX 100
STREET 2: 701 EAST MAIN STREET
CITY: BENEDICT
STATE: KS
ZIP: 66714
FORMER COMPANY:
FORMER CONFORMED NAME: HYTK INDUSTRIES INC
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: DIGITEL OF LAS VEGAS INC
DATE OF NAME CHANGE: 19870602
SC 13D/A
1
qr-sch13da_751652v3.txt
SCHEDULE 13D/A (AMENDMENT NO. 4)
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D/A
(Amendment No. 4)
Under the Securities Exchange Act of 1934
Quest Resource Corporation
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
748349107
(CUSIP Number)
Jerry D. Cash
Quest Resource Corporation
9520 N. May Avenue, Suite 300
Oklahoma City, Oklahoma 73120
405-488-1304
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 25, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box / /.
1 of 14
SCHEDULE 13D
CUSIP NO. 748349107
1. Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
Douglas L. Lamb
2. Check the appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds SC
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization USA
NUMBER 7. Sole Voting Power
OF SHARES 332,958
BENEFICIALLY 8. Shared Voting Power
OWNED 1,383,027
BY EACH 9. Sole Dispositive Power
REPORTING 332,958
PERSON 10. Shared Dispositive Power
WITH 1,383,027
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 1,715,985
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / X /
13. Percent of Class Represented by Amount in Row (11)
12.0%
14. Type of Reporting Person
IN
2 of 14
SCHEDULE 13D
CUSIP NO. 748349107
1. Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
Marsha K. Lamb
2. Check the appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds SC
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization USA
NUMBER 7. Sole Voting Power
OF SHARES 551,729
BENEFICIALLY 8. Shared Voting Power
OWNED 1,383,027
BY EACH 9. Sole Dispositive Power
REPORTING 551,729
PERSON 10. Shared Dispositive Power
WITH 1,383,027
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 1,934,756
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock /X/
13. Percent of Class Represented by Amount in Row (11)
13.6%
14. Type of Reporting Person
IN
3 of 14
SCHEDULE 13D
CUSIP NO. 748349107
1. Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
Crown Properties, LC
2. Check the appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds SC
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization KANSAS
NUMBER 7. Sole Voting Power
OF SHARES 505,000
BENEFICIALLY 8. Shared Voting Power
OWNED 0
BY EACH 9. Sole Dispositive Power
REPORTING 505,000
PERSON 10. Shared Dispositive Power
WITH 0
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 505,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
3.5%
14. Type of Reporting Person
OO
4 of 14
SCHEDULE 13D
CUSIP NO. 748349107
1. Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
The Lamb Family Limited Partnership
2. Check the appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds OO
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization KANSAS
NUMBER 7. Sole Voting Power
OF SHARES 900,000
BENEFICIALLY 8. Shared Voting Power
OWNED 0
BY EACH 9. Sole Dispositive Power
REPORTING 900,000
PERSON 10. Shared Dispositive Power
WITH 0
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 900,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
6.3%
14. Type of Reporting Person
PN
5 of 14
SCHEDULE 13D
CUSIP NO. 748349107
1. Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
Jerry D. Cash
2. Check the appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds PF and OO
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization USA
NUMBER 7. Sole Voting Power
OF SHARES 2,128,095
BENEFICIALLY 8. Shared Voting Power
OWNED 0
BY EACH 9. Sole Dispositive Power
REPORTING 2,128,095
PERSON 10. Shared Dispositive Power
WITH 0
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 2,128,095
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock /X/
13. Percent of Class Represented by Amount in Row (11)
14.9%
14. Type of Reporting Person
IN
6 of 14
SCHEDULE 13D
CUSIP NO. 748349107
1. Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
James B. Kite, Jr.
2. Check the appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds OO
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization USA
NUMBER 7. Sole Voting Power
OF SHARES 2,290,393
BENEFICIALLY 8. Shared Voting Power
OWNED 0
BY EACH 9. Sole Dispositive Power
REPORTING 2,290,393
PERSON 10. Shared Dispositive Power
WITH 0
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 2,290,393
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
16.0%
14. Type of Reporting Person
IN
7 of 14
SCHEDULE 13D
CUSIP NO. 748349107
1. Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
Boothbay Royalty Company
2. Check the appropriate Box if a Member of a Group (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds OO
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization OKLAHOMA
NUMBER 7. Sole Voting Power
OF SHARES 2,290,393
BENEFICIALLY 8. Shared Voting Power
OWNED 0
BY EACH 9. Sole Dispositive Power
REPORTING 2,290,393
PERSON 10. Shared Dispositive Power
WITH 0
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 2,290,393
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
16.0%
14. Type of Reporting Person
CO
8 of 14
This Amendment No. 4 to Schedule 13D supplements the information
contained in the Schedule 13D filed with the Securities and Exchange
Commission ("S.E.C.") November 18, 2002 (the "Schedule 13D") by Mr. Douglas
L. Lamb, Ms. Marsha K. Lamb, Crown Properties, LC, Mr. Jerry D. Cash, STP
Cherokee, Inc., Mr. James B. Kite, Jr. and Boothbay Royalty Company, as
amended by that certain Amendment No. 1 to Schedule 13D filed with the S.E.C.
on January 23, 2003, that certain Amendment No. 2 to Schedule 13D filed with
the S.E.C. on April 10, 2003, and that certain Amendment No. 3 to Schedule
13D filed with the S.E.C. on February 19, 2004. Because STP Cherokee, Inc.
no longer owns any shares of Common Stock of the Corporation, it has been
omitted from this filing.
ITEM 1. SECURITY AND ISSUER.
-------------------
No change.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
The information in the Schedule 13D is supplemented with the following
information:
The Lamb Family Limited Partnership is a Kansas limited partnership. The
Lamb Family Limited Partnership's business address is 701 East Main Street,
Benedict, Kansas, 66714. The Lamb Family Limited Partnership is principally
engaged in oil and gas development and investment management.
The Lamb Family Partnership has not, during the last five years, been
(i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding
it was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, or finding
any violation with respect to federal or state securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The information in the Schedule 13D is supplemented with the following
information:
Douglas L. Lamb and Marsha K. Lamb formed the Lamb Family Limited
Partnership on February 18, 2003, for estate planning purposes. Of the
900,000 shares of common stock of Quest Resource Corporation owned by The
Lamb Family Partnership 500,000 shares were contributed to the partnership by
Crown Properties, LC, which is wholly owned by Marsha Lamb, and 400,000
shares were contributed by Bonanza Energy Corporation of Kansas, which is
jointly owned by Douglas Lamb and Marsha Lamb.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The information in the Schedule 13D is supplemented with the following
information:
See response to Item 3 above.
9 of 14
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
(a) The information in the Schedule 13D is supplemented with the following
information:
The aggregate number and percentage of the Common Stock deemed to be
beneficially owned by each of the reporting persons is described on the cover
page, subject to the limitations described in the Schedule 13D. The
percentages are based on information supplied by the Corporation that it has
14,249,694 shares of Common Stock outstanding as of January 13, 2005.
(b) The information in the Schedule 13D is supplemented with the following
information:
The aggregate number and percentage of the Common Stock as to which each
of the reporting persons has sole voting power, shared voting power, sole
dispositive power, and shared dispositive power is described on the cover
page, subject to the limitations described in the Schedule 13D. The
percentages are based on information supplied by the Corporation that it has
14,249,694 shares of Common Stock outstanding as of January 13, 2005.
(c) The information in the Schedule 13D is supplemented with the following
information:
On October 25, 2004, Boothbay Royalty Company sold in a private
offering: (i) 100,000 shares of Common Stock at a price of $4.00 per share,
and (ii) 200,000 shares of Common Stock at a price of $4.22 per share.
Boothbay Royalty Company is wholly owned by James B. Kite, Jr.
Jerry D. Cash made the following sales of shares of Common Stock:
(i) 10,000 shares at a price of $6.l2 per share on November 5,
2004;
(ii) 4,500 shares at a price of $6.00 per share on November 9, 2004;
(iii) 5,000 shares at a price of $6.00 per share on November 11, 2004;
(iv) 1,000 shares at a price of $6.00 per share on November 12,
2004;
(v) 4,500 shares at a price of $6.00 per share on November 15, 2004;
(vi) 4,500 shares at a price of $6.00 per share on December 1, 2004;
(vii) 1,000 shares at a price of $6.00 per share on December 13,
2004;
(viii) 500 shares at a price of $6.00 per share on December 14, 2004;
and
(ix) 2,000 shares at a price of $6.025 per share on December 15,
2004.
10 of 14
In 2004, Jerry D. Cash acquired an additional 812 shares of Common Stock
through his profit sharing account.
In 2004, Douglas L. Lamb acquired an additional 1,234 shares of Common
Stock through his profit sharing account.
On December 29, 2000, Marsha K. Lamb acquired an additional 19,500
shares of Common Stock as a bonus from the Company.
In 2004, Marsha K. Lamb acquired an additional 525 shares of Common
Stock through her profit sharing account.
(d) No change.
(e) The information in the Schedule 13D is supplemented with the
following information:
On February 18, 2003, as a result of the contribution of shares to the
Lamb Family Limited Partnership, Crown Properties, LC ceased to be the
beneficial owner of more than five percent of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
-------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit
Number Description
------ -----------
1 Statement of Joint Filing.
2* Agreement and Plan of Reorganization dated as of
November 7, 2002, by and among Quest Resource
Corporation, STP Cherokee, Inc. and Jerry D. Cash
(incorporated by reference from Exhibit 2.1 of the
Corporation's Current Report on Form 8-K dated
November 8, 2002 filed with the Commission on
November 19, 2002).
3* Voting Agreement for Shares of Stock of Quest
Resource Corporation dated as of November 7, 2002,
by and among Quest Resource Corporation, Douglas
L. Lamb and Jerry D. Cash (incorporated by
reference from Exhibit 10.1 of the Corporation's
Current Report on Form 8-K dated November 8, 2002
filed with the Commission on November 19, 2002).
11 of 14
4* Consent of Transferee of Quest Shares dated
November 7, 2002, executed by Boothbay Royalty
Company (incorporated by reference from Exhibit
10.2 of the Corporation's Current Report on Form
8-K dated November 8, 2002 filed with the
Commission on November 19, 2002).
5* Consent of Transferee of Quest Shares dated
November 7, 2002, executed by Southwind Resource,
Inc. (incorporated by reference from Exhibit 10.3
of the Corporation's Current Report on Form 8-K
dated November 8, 2002, as filed with the
Commission on November 19, 2002).
6* Consent of Transferee of Quest Shares dated April
9, 2003, executed by Shiloh Oil Corporation
(incorporated by reference from Exhibit 10.1 of
the Corporation's Quarterly Report on Form 10-QSB
for the quarter ended February 28, 2003, as filed
with the Commission on April 14, 2003).
7* Letter Agreement dated as of December 22, 2003, by
and between Douglas L. Lamb, Marsha K. Lamb and
Cherokee Partners.
8* Letter Agreement dated as of December 22, 2003, by
and between Jerry D. Cash and Cherokee Partners.
9* Letter Agreement dated as of December 22, 2003, by
and between James B. Kite, Jr. and Cherokee
Partners.
10 Consent of Transferee of Quest Shares dated
October 25, 2004, executed by Walter S.
Montgomery, Jr.
11 Consent of Transferee of Quest Shares dated
October 25, 2004, executed by the Robert K. Green
Revocable Trust (UTA 8/7/02).
-------------------------------------------------------------------------------
* Previously filed.
12 of 14
SIGNATURES
----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
January 26, 2005 /s/ Douglas L. Lamb
---------------------------------------
Douglas L. Lamb
January 26, 2005 /s/ Marsha K. Lamb
---------------------------------------
Marsha K. Lamb
CROWN PROPERTIES, LC
January 26, 2005 By: /s/ Marsha K. Lamb
--------------------------------
Name: Marsha K. Lamb
Title: Manager
January 26, 2005 LAMB FAMILY LIMITED PARTNERSHIP
BY: BONANZA ENERGY CORPORATION OF KANSAS
By: /s/ Marsha K. Lamb
--------------------------------
Name: Marsha K. Lamb
January 14, 2005 /s/ Jerry D. Cash
------------------------------------
Jerry D. Cash
January 14, 2005 /s/ James B. Kite, Jr.
------------------------------------
James B. Kite, Jr.
13 of 14
BOOTHBAY ROYALTY COMPANY
January 14, 2005 By: /s/ James B. Kite, Jr.
-----------------------------
Name: James B. Kite, Jr.
Title: President
14 of 14
EX-1
2
qr-ex1_751652v3.txt
JOINT FILING AGREEMENT
EXHIBIT 1
STATEMENT OF JOINT FILING
-------------------------
Pursuant to Reg. Section 240.13d-1(k)(1)(iii) of the Securities Exchange
Act of 1934, the foregoing Schedule 13D is filed on behalf of Mr. Douglas L.
Lamb, Ms. Marsha K. Lamb, Crown Properties, LC, Lamb Family Limited
Partnership, Mr. Jerry D. Cash, Mr. James B. Kite, Jr., and Boothbay Royalty
Company.
January 26, 2005 /s/ Douglas L. Lamb
------------------------------------
Douglas L. Lamb
January 26, 2005 /s/ Marsha K. Lamb
------------------------------------
Marsha K. Lamb
CROWN PROPERTIES, LC
January 26, 2005 By: /s/ Marsha K. Lamb
--------------------------------
Name: Marsha K. Lamb
Title: Manager
January 26, 2005 LAMB FAMILY LIMITED PARTNERSHIP
BY: BONANZA ENERGY CORPORATION OF KANSAS
By: /s/ Marsha K. Lamb
--------------------------------
Name: Marsha K. Lamb
January 14, 2005 /s/ Jerry D. Cash
-----------------------------------
Jerry D. Cash
January 14, 2005 /s/ James B. Kite, Jr.
------------------------------------
James B. Kite, Jr.
BOOTHBAY ROYALTY COMPANY
January 14, 2005 By: /s/ James B. Kite, Jr.
--------------------------------
Name: James B. Kite
Title: President
EX-10
3
qr-ex10sch13da_1028158.txt
CONSENT OF TRANSFEREE OF SHARES
LAMB-CASH VOTING AGREEMENT
CONSENT OF TRANSFEREE OF QUEST SHARES
-------------------------------------
Whereas, the undersigned is purchasing 100,000 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 designees of Douglas L. Lamb (if any and as
provided in the Voting Agreement);
4. Jerry D. Cash;
5. the designee of Jerry D. Cash; and
6. the additional designees of Jerry D. Cash (if any and as
provided in the voting agreement).
Except for sales of the Quest Shares in the public market, each and every
transferee or assignee of the Quest Shares from the undersigned shall be bound
by and subject to the terms and conditions of the Voting Agreement. Except for
sales in the public market, the undersigned shall require that any such
transferee or assignee agree in writing to be bound by, and subject to, all the
terms and conditions of the Voting Agreement.
As used in this instrument, a sale of Quest Shares in the public market
means a transaction meeting the requirements of the first sentence of Rule
144(f) under the Securities Act of 1933, as amended ("Rule 144"), with the term
"brokers' transaction" having the meaning ascribed to such term in Rule 144(g).
In addition to any other legend required by law or agreement, each
certificate evidencing the Quest Shares shall be stamped or otherwise imprinted
with a legend to the following effect:
"The shares represented by this certificate are subject to certain
restrictions contained in a Voting Agreement dated as of November 8,
2002, as the same may be amended from time to time, a copy of which
is available for examination at the principal
In witness whereof, the undersigned has executed this instrument as of
October 25, 2004.
/s/ Walter S. Montgomery, Jr.
-----------------------------
WALTER S. MONTGOMERY, JR.
EX-11
4
qr-ex11sch13da_1028192v2.txt
CONSENT OF TRANSFEREE OF SHARES
LAMB-CASH VOTING AGREEMENT
CONSENT OF TRANSFEREE OF QUEST SHARES
-------------------------------------
Whereas, the undersigned is purchasing 200,000 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 designees of Douglas L. Lamb (if any and as
provided in the Voting Agreement);
4. Jerry D. Cash;
5. the designee of Jerry D. Cash; and
6. the additional designees of Jerry D. Cash (if any and as
provided in the voting agreement).
Except for sales of the Quest Shares in the public market, each and every
transferee or assignee of the Quest Shares from the undersigned shall be bound
by and subject to the terms and conditions of the Voting Agreement. Except for
sales in the public market, the undersigned shall require that any such
transferee or assignee agree in writing to be bound by, and subject to, all the
terms and conditions of the Voting Agreement.
As used in this instrument, a sale of Quest Shares in the public market
means a transaction meeting the requirements of the first sentence of Rule
144(f) under the Securities Act of 1933, as amended ("Rule 144"), with the term
"brokers' transaction" having the meaning ascribed to such term in Rule 144(g).
In addition to any other legend required by law or agreement, each
certificate evidencing the Quest Shares shall be stamped or otherwise imprinted
with a legend to the following effect:
"The shares represented by this certificate are subject to certain
restrictions contained in a Voting Agreement dated as of November 8,
2002, as the same may be amended from time to time, a copy of which
is available for examination at the principal
In witness whereof, the undersigned has executed this instrument as of
October 25, 2004.
/s/ Robert K. Green
-----------------------------------------
Robert K. Green, Trustee of THE
ROBERT K. GREEN REVOCABLE TRUST
(UTA 8/7/02)
/s/ Julie Sayler Green
-----------------------------------------
Julie Sayler Green, Trustee of
THE ROBERT K. GREEN REVOCABLE
TRUST (UTA 8/7/02)