Exhibit 8


                                December 22, 2003




Cherokee Energy Partners LLC
200 Clarendon St.
Boston, Massachusetts 02117

      Re:   Restrictions on Sale of Securities

Ladies and Gentlemen:

     This letter is being delivered to Cherokee Energy Partners LLC ("Cherokee")
by the  undersigned  for  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged.

     The  undersigned  hereby  represents and warrants that he is the beneficial
owner of 2,160,783  shares (the  "Shares") of Common Stock  ("Common  Stock") of
Quest  Resource  Corporation  ("Quest").  In the event that Quest (i) declares a
dividend or makes any other distribution upon the Shares payable in Common Stock
or (ii) subdivides its outstanding  Shares of Common Stock into a greater number
of shares  then,  in each case,  the number of Shares  shall be  proportionately
increased to reflect such distribution or stock split.

     The undersigned  hereby agrees and covenants that he will not,  without the
prior written  consent of Cherokee,  sell,  offer to sell,  contract or agree to
sell, hypothecate,  pledge (other than the pledge of such Shares existing on the
date  hereof),  grant any option to purchase or  otherwise  dispose of, agree to
dispose of, or permit the disposition  of, (or enter into any transaction  which
is designed to, or might  reasonably be expected to,  result in the  disposition
(whether by actual  disposition or effective  economic  disposition  due to cash
settlement or otherwise) by the undersigned,  directly or indirectly,  including
the filing (or participation in the filing) of a registration statement with the
Securities and Exchange Commission in respect of, or establish or increase a put
equivalent  position or liquidate or decrease a call equivalent  position within
the meaning of Section 16 of the  Securities  Exchange Act of 1934,  as amended,
and  the  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated  thereunder  with  respect to, all or any portion of the Shares,  or
publicly announce an intention to effect any such  transaction,  for a period of
18 months after the date of this Letter Agreement, other than Shares disposed of
as bona fide gifts  approved by  Cherokee,  provided  that  Cherokee  receives a
similar lock-up agreement from the recipient of the bona fide gift.

     This Letter Agreement shall be binding upon the successors,  assigns, heirs
and personal representatives of the undersigned.






Cherokee Energy Partners LLC
December 22, 2003
Page 2


     The undersigned  understands  that Cherokee is entering into and proceeding
with certain transactions in reliance upon this Letter Agreement.



                                    Yours very truly,



                                    /s/ Jerry Cash
                                    ---------------------------------------
                                    Jerry D. Cash