Quest Oil Corp Sample Contracts

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Contract
Quest Oil Corp • June 21st, 2006 • Crude petroleum & natural gas • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Contract
Quest Oil Corp • August 4th, 2005 • Crude petroleum & natural gas • New York

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO QUEST OIL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 25th, 2005 • Quest Oil Corp • Retail-eating places • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May ____, 2005, by and among Quest Oil Corporation, a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of September 30, 2005, by and among Quest Oil Corporation, a Nevada corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").

NOTE AND WARRANT PURCHASE AGREEMENT Dated as of September 30, 2005 by and among QUEST OIL CORPORATION and THE PURCHASERS LISTED ON EXHIBIT A
Note and Warrant Purchase Agreement • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • New York

This NOTE AND WARRANT PURCHASE AGREEMENT dated as of September 30, 2005 (this “Agreement”) by and among Quest Oil Corporation, a Nevada corporation (the "Company"), and each of the purchasers of the senior secured convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a "Purchaser" and collectively, the "Purchasers").

RECITALS
Agreement of Employment • December 21st, 2000 • Luna Medical Technologies Inc • In vitro & in vivo diagnostic substances • Nevada
Contract
Quest Oil Corp • May 25th, 2005 • Retail-eating places • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO QUEST OIL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract
Quest Oil Corp • October 7th, 2005 • Crude petroleum & natural gas • New York

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

COLLATERAL AGENT AGREEMENT
Collateral Agent Agreement • August 4th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • New York

COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of May 23, 2005, among Barbara R. Mittman (the "Collateral Agent"), and the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or will acquire convertible promissory notes issued and to be issued by Quest Oil Corporation (“Debtor”), a Nevada corporation, at about or prior to the date of this Agreement as described in the Security Agreements referred to in Section 1(a) below (collectively herein the “Notes").

EMPLOYMENT AGREEMENT
Employment Agreement • May 4th, 2006 • Quest Oil Corp • Crude petroleum & natural gas • Nevada

This Employment Agreement, is made as of April 24, 2006 and effective as of May 1, 2006 (the “Effective Date”), by and between Joseph Wallen (“Employee”) and Quest Oil Corporation, a Nevada corporation (the “Company”). In consideration of the premises and for other good and valuable consideration, and with the intent to be legally bound, the parties hereto agree as follows:

Contract
Compensation Agreement • July 1st, 2005 • Quest Oil Corp • Crude petroleum & natural gas • British Columbia
SECURITY AND PLEDGE AGREEMENT (Subsidiary)
Security and Pledge Agreement • May 25th, 2005 • Quest Oil Corp • Retail-eating places • New York
CONSULTING AGREEMENT
Consulting Agreement • May 4th, 2006 • Quest Oil Corp • Crude petroleum & natural gas • Nevada

This Consulting Agreement (the “Agreement”), is made on April 24, 2006 and is effective as of May 1, 2006 (the “Effective Date”) between Quest Oil Corporation, a Nevada corporation, (hereinafter referred to as the “Company”) and Jerry Pence (the “Consultant”).

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement and Release • May 4th, 2006 • Quest Oil Corp • Crude petroleum & natural gas • Nevada
OFFICE SPACE SUBLEASE
Office Space Sublease • May 4th, 2006 • Quest Oil Corp • Crude petroleum & natural gas • California

This office space sublease (the “Sublease”) is made between Quest Oil Corporation, a Nevada corporation (“Tenant”) and Business Consulting Group Unlimited, Inc. (“Sublessor”). This Sublease supercedes any and all previous sublease agreements between Sublessor and Tenant which are hereby surrendered and terminated.

SUBORDINATION AGREEMENT
Subordination Agreement • May 25th, 2005 • Quest Oil Corp • Retail-eating places • New York

THIS SUBORDINATION AGREEMENT (this “Agreement”) made as of May ______, 2005, is entered into by and between the parties identified on Schedule A attached hereto (collectively and solely in their capacity as lenders and not as equityholders, the “Junior Creditor”), ------------------------------------------------Quest Oil Corporation (“Credit Party”), a Nevada corporation, and Barbara R. Mittman, acting on behalf of certain obligees of ________ (“Collateral Agent”), namely __________________________________________ (collectively with Collateral Agent, “Senior Creditor”), who have been issued from Credit Party certain secured convertible Notes issued as of April 5, 2005, pursuant to a Subscription Agreement dated as of April 5, 2005 (“the Senior Credit Agent”).

CONSULTING AGREEMENT
Consulting Agreement • May 4th, 2006 • Quest Oil Corp • Crude petroleum & natural gas • Nevada

This Consulting Agreement (the “Agreement”), is made on April 24, 2006 and is effective as of May 1, 2006 (the “Effective Date”) between Quest Oil Corporation, a Nevada corporation, (hereinafter referred to as the “Company”) and Luis Leung (the “Consultant”).

CONSULTING AGREEMENT
Consulting Agreement • May 4th, 2006 • Quest Oil Corp • Crude petroleum & natural gas • Nevada

This Consulting Agreement (the “Agreement”), is made on April 24, 2006 and is effective as of May 1, 2006 (the “Effective Date”) between Quest Oil Corporation, a Nevada corporation, (hereinafter referred to as the “Company”) and Cameron King (the “Consultant”).

OPERATING AGREEMENT
Operating Agreement • May 4th, 2006 • Quest Oil Corp • Crude petroleum & natural gas • California

This Operating Agreement (the “Agreement”), is made on April 24, 2006 and is effective as of May 1, 2006 (the “Effective Date”) between Quest Oil Corporation, a Nevada corporation, (hereinafter referred to as the “Company”) and Business Consulting Group Unlimited, Inc., a Nevada corporation (the “Consultant”).

SECURITY AGREEMENT
Security Agreement • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • New York

WHEREAS, Quest has issued or will issue separate senior secured convertible promissory notes to the Secured Parties (the“Notes”) pursuant to a Note and Warrant Purchase Agreement, dated as of September 30, 2005 (the “Purchase Agreement”), by and among Quest and the Secured Parties; and

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 17th, 2006 • Quest Oil Corp • Crude petroleum & natural gas • Kansas

This Agreement may be executed in several counterparts, each of which is an original but all of which shall constitute one and the same instrument.

EMPLOYMENT AGREEMENT
Employment Agreement • May 29th, 2009 • Quest Oil Corp • Crude petroleum & natural gas • California

THIS EMPLOYMENT AGREEMENT is made and effective as of May 14, 2009 (the “Effective Date”), by and between Ford Sinclair (“Employee”) and Quest Oil Corporation, a Nevada corporation (the “Company”) (The Employee and Company may be referred to hereinafter individually as a “Party” and collectively as the “Parties”). In consideration of the premises and for other good and valuable consideration, and with the intent to be legally bound, the Parties hereto agree as follows:

Quest Oil Corporation
Quest Oil Corp • December 14th, 2004 • Retail-eating places

This letter is to set out the terms and conditions under which Quest Oil Corporation (“Farmee”) is prepared to Farmin to the Farmout Lands held by Premium Petroleum Inc. (“Farmor”):

DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, AND ASSIGNMENT OF RENTS AND LEASES
Deed of Trust, Security Agreement • October 7th, 2005 • Quest Oil Corp • Crude petroleum & natural gas

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

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Quest Oil Corp • March 21st, 2007 • Crude petroleum & natural gas
Contract
Participation Agreement • July 1st, 2005 • Quest Oil Corp • Crude petroleum & natural gas • Alberta
ACQUISITION MEMORANDUM
Quest Oil Corp • February 24th, 2006 • Crude petroleum & natural gas • Texas

Quest Oil Corporation (Buyer) is interested in pursuing the purchase of 100% interest in L-TEXX Petroleum, LP, L-TEXX Management, LLC and Longleaf Production, LLC (the Companies) held equally by members C. W. (Bill) Tucker & Thomas H. Noble (Sellers).

PARTICIPATION AGREEMENT
Participation Agreement • August 25th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • Alberta

WHEREAS pursuant to an Agreement (hereinafter referred to as "the Farmout Agreement") dated the 21st day of January, 2005, and made between Hanna Oil and Gas Company -Canada, Inc, Firefly Resources Ltd. and Moraine Resources Ltd. (hereinafter collectively referred to as the “Farmor”) and the Grantor (hereinafter sometimes referred to as the “Farmee”), it is provided that the Farmee, by performing certain obligations contained in the Farmout Agreement, will become entitled to earn an interest in certain title documents and the lands associated therewith, all as more particularly described in the Farmout Agreement (a true and correct copy of which is attached hereto as Schedule "A");

THIS AGREEMENT MADE THIS 12 DAY OF August, 2005 BETWEEN Quest Canada Corp. (the "Company") AND TransAction Oil & Gas Ventures Inc. (the "Operator")
Agreement • August 25th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • Alberta

This Agreement covers Services rendered by the Operator covering the drilling of a test well on the prospects as outlined in Schedule C, including all follow up wells. This Agreement may be terminated at any time by either party for breach or neglect of duty by the other, which is not remedied within 30 days after written notice by either party. No termination shall prejudice the Operator's rights to payments for Services completed prior to the effective date of termination.

CONSULTING AGREEMENT
Consulting Agreement • October 17th, 2006 • Quest Oil Corp • Crude petroleum & natural gas • California

This Consulting Agreement (the “Agreement”), is made on May 30th, 2006 and is effective as of May 30, 2006 (the “Effective Date”) between Quest Oil Corporation, a Nevada corporation, (hereinafter referred to as the “Company”) and W.A. Walker (the “Consultant”).

WALLSTIN PETROLEUM, LLC MEMBERSHIP INTEREST EXCHANGE AGREEMENT
Membership Interest Exchange Agreement • August 15th, 2005 • Quest Oil Corp • Crude petroleum & natural gas • Nevada

This Membership Interest Exchange Agreement (“Agreement”) is dated as of August 5, 2005, and is between the following parties: Joe Wallen, James Templer, William H. Stinson, and Quest Oil Corporation, a Nevada corporation. Wallen, Templer and Stinson are collectively referred herein as the “Members,” Quest is referred to herein as the “Purchaser,” and the Members and Purchaser are collectively referred to herein as the “Parties.”

GUARANTY AGREEMENT
Guaranty Agreement • May 25th, 2005 • Quest Oil Corp • Retail-eating places • New York
DEBENTURE (QUEST CANADA CORP.)
Quest Oil Corp • October 7th, 2005 • Crude petroleum & natural gas • Saskatchewan

QUEST CANADA CORP., a corporation existing under the laws of the Province of Alberta and having an office and carrying on business in Calgary, Alberta.

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