SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

                                                                    Exhibit 10.1

                                SECOND AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

     THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made as
of March 1, 2005, by and between QUEST RESOURCE CORPORATION, a Nevada
corporation (hereinafter referred to as "Employer"), and Xxxxxxx X. Xxxx
(hereinafter referred to as "Employee").

     WHEREAS, Employer and Employee are parties to that certain Employment
Agreement dated as of November 7, 2002 (the "Employment Agreement");

     WHEREAS, Employer's board of directors have elected Employee to serve as
President and Chief Operating Officer; and

     WHEREAS, Employer and Employee desire to amend the Employment Agreement in
order to allow Employee more flexibility during the remainder of the Employment
Agreement.

     NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     AMENDMENT #2:

     The first sentence of Section 2.3 of the Employment Agreement is hereby
modified as follows:

The Employee will [devote his time, attention, skill, and energy exclusively to
the business of the Employer, will use his best efforts to] promote the success
of the Employer's business, and will cooperate fully with the Board of Directors
in the advancement of the best interests of the Employer.

     So that the modified first sentence in Section 2.3 now reads:

The Employee will promote the success of the Employer's business, and will
cooperate fully with the Board of Directors in the advancement of the best
interests of the Employer.

     IN WITNESS WHEREOF, Employer and Employee have duly executed this Agreement
under seal as of the day, month and year first above written.

EMPLOYER:                               QUEST RESOURCE CORPORATION
                                        A Nevada corporation

                                        By:  /s/ Xxxxx X. Xxxx
                                             -------------------------------
                                             Xxxxx X. Xxxx, Chief Executive
                                             Officer


EMPLOYEE:                               /s/ Xxxxxxx X. Xxxx
                                        ------------------------------------
                                        Xxxxxxx X. Xxxx