COLLATERAL ASSIGNMENT OF CONTRACTS
                              (SECURITY AGREEMENT)


     In  consideration  of Ten and No/100  Dollars  ($10.00)  and other good and
valuable  consideration  in hand paid, the receipt and  sufficiency of which are
hereby  acknowledged  and confessed,  CONTINENTAL  RESOURCES,  INC., an Oklahoma
corporation (the "Debtor"),  having an address 302 N.  Independence,  Suite 300,
Enid, Oklahoma 73701 and GUARANTY BANK, FSB, a federal savings bank, as Bank and
as Collateral  Agent as defined under the Credit Agreement  hereinafter  defined
(the  "Secured  Party"),  having an  address  of 333 Clay  Street,  Suite  4430,
Houston, Texas 77002, agree as follows:

                                   Article I.

                        Assignment; Collateral; Security

     1.1  Assignment.  Debtor hereby conveys,  grants,  transfers and absolutely
assigns to Secured  Party,  its successors and assigns,  all right,  title,  and
interest  of such  Debtor  in, to and under the  collateral  (the  "Collateral")
described  or referred  to in this  Collateral  Assignment  of  Contracts  (this
"Assignment")  to secure all  amounts  due or owing to  Secured  Party by Debtor
under that certain Fourth Amended and Restated  Credit  Agreement  dated of even
date  herewith by and among Debtor,  Secured  Party as  Collateral/Documentation
Agent, Co-Arranger and a Bank, Union Bank of California, N.A., as Administrative
Agent, LC Issuer, Lead Arranger, Fronting Bank and a Bank, Fortis Capital Corp.,
as  Syndication   Agent,   Co-Arranger  and  a  Bank  and  the  other  financial
institutions and banks from time to time parties to the Credit Agreement (as the
same may be amended,  supplemented  or modified  from time to time,  the "Credit
Agreement")  and all other  obligations  to be performed by the Debtor under the
Credit Agreement,  including,  but not limited to, the indebtedness evidenced by
the Notes (as defined in the Credit Agreement);  together with any and all other
indebtedness  now or hereafter owed by Debtor to Secured  Party,  whether or not
currently contemplated and whether or not arising under the Credit Agreement.

     1.2  Collateral.  The Collateral  covered by this  Assignment is all right,
title and  interest of Debtor in and to the  Contracts  described on Exhibit "A"
attached  hereto and  incorporated  herein by reference  for all  purposes  (the
"Contracts"),  including all  amendments  of,  supplements  to, and renewals and
extensions  of the  Contracts  at any time  made;  together  with all  proceeds,
earnings,  income,  issues and profits  arising from the Contracts and all other
sums due or to become due under and pursuant thereto;  together with any and all
guarantees of or under any of the Contracts;  together with all proceeds payable
under any policy of insurance covering loss of income under any Contract for any
cause; together with all rights, powers, privileges, options, and other benefits
of Debtor under the Contracts,  including, but not by way of limitation, (a) the
immediate  and  continuing  right to receive and collect all  proceeds,  income,
revenues,  issues, profits,  damages, moneys, and security payable or receivable
under or with  respect to the  Contracts,  or pursuant to any of the  provisions
thereof, and (b) the right to make all waivers,  agreements, and settlements, to
give and receive all notices,  consents,  and releases, to take such action upon
the  happening of a default  under any  Contract,  including  the  commencement,
conduct,  and  consummation  of  proceedings  at law or in  equity  as  shall be
permitted  under any  provision of any Contract or by law, and to do any and all
other things, whatsoever, which Debtor is or may become entitled to do under the
Contracts;  SUBJECT,  however,  to the right and license  hereinafter granted to
Debtor by Secured Party.

     1.3 Security.  This Assignment is made and given as security for, and shall
remain in full force and effect until, (i) the payment in full of all principal,
interest,  and  premium,  if any,  on the Notes  and (ii) the full and  complete
performance  and  observance  by  Debtor  of all of the  terms,  covenants,  and
conditions  to be  performed  or  observed  by  Debtor  under  the  Notes,  this
Assignment, and the other Loan Documents (as defined in the Credit Agreement) to
which Debtor is a party.

                                   Article II

                       Representations; Covenants; Waivers

     2.1  Representations  and Covenants.  Debtor shall pay to Secured Party any
and all sums due or which may  become due  pursuant  to the Notes and the Credit
Agreement  in  accordance  with the terms of such  Notes and  Credit  Agreement,
respectively, and the terms of this Assignment. Upon Debtor's default under this
Assignment  following any applicable notice period as may be provided  hereunder
or under the Credit Agreement,  at the option of Secured Party, Debtor shall pay
immediately,  without  demand,  notice of any such  default or event,  notice of
intent to accelerate maturity, notice of acceleration of maturity or presentment
for payment or  acceleration  or any other act or notice  whatsoever  the entire
unpaid  indebtedness  of Debtor to Secured  Party  whether  created or  incurred
pursuant to this Assignment or otherwise.

     Debtor represents, warrants and agrees as follows:

     1.   Debtor  owns  the  Collateral  and  has  the  right  to  transfer  the
          Collateral as provided  herein,  the  Collateral is not subject to the
          interest of any third person  other than the parties to the  Contract,
          no financing statement covering the Collateral or its proceeds will be
          on file in any public office (other than financing statements in favor
          of Secured  Party),  and Debtor  will  defend the  Collateral  and its
          proceeds against the claims and demands of all third persons.

     2.   Debtor shall keep accurate and complete  records of the Collateral and
          its proceeds.

     3.   Debtor  will  promptly  notify  Secured  Party of any  occurrences  or
          circumstances  which  result in or are likely to result in the failure
          of any third party to any of the Contracts to perform its  obligations
          as described in such Contracts.

     2.2 Waivers by Debtor.  To the fullest  extent  permitted by applicable law
and, to the extent  applicable,  Debtor, for itself, its successors and assigns,
and each and every  person  with any  interest  in the  Collateral,  or any part
thereof,  whether  now  owned  or  hereafter  acquired,  hereby  waives  demand,
presentment for payment,  diligence in collection, and notice of non-payment and
protest;  hereby  consents and agrees to any  extension of time,  whether one or
more, for the payment thereof and/or to any and all renewals thereof; and hereby
consents and agrees that Secured Party may amend the terms thereof,  may release
all or any part of the security for the payment thereof,  without, in any event,
affecting  the  terms  or  effect  of  this  Assignment  or the  obligations  or
liabilities  hereunder of Debtor, its successors or assigns,  or any person with
any  interest  in the  Collateral,  or any part  thereof,  whether  now owned or
hereafter acquired.

                                   Article III

                               Default; Activation

     3.1 Events of Default.  Debtor  shall be in default  under this  Assignment
upon the  occurrence  of and  continuation  of any of the  events or  conditions
defined as Events of Default in  Section  7.01 of the Credit  Agreement  (herein
called an "Event of Default") beyond any applicable notice period.

     3.2 Declaration of Activation. Secured Party may, upon the occurrence of an
Event of Default,  execute and deliver, by depositing in the United States Mail,
postage  prepaid,  certified  mail,  addressed to Debtor at the address noted in
Section 5.4 of this  Assignment,  a  Declaration  of Activation of Assignment of
Proceeds (hereinafter  referred to as a "Declaration of Activation"),  declaring
that Secured Party  terminates the license granted to Debtor pursuant to Section
4.4 hereof and thereafter  shall  exercise its rights under this  Assignment and
declares that  constructive  possession  of the  Collateral is vested in Secured
Party and that all of the legal and equitable  interest in the proceeds,  issues
and profits of the  Collateral is vested in Secured Party.  Said  Declaration of
Activation  shall not be deemed  ineffective  or deficient by reason of the fact
that it may contain any matter or matters in  addition  to the  foregoing  or by
reason of the fact that no specific Event of Default is set forth therein.  Said
Declaration of Activation shall be in effect immediately upon its deposit in the
United States Mail.

                                   Article IV

                             Rights of Secured Party

     4.1  Powers  of  Secured  Party.  After  the  occurrence  of  an  Event  of
Activation, Secured Party, without in any way waiving any default, shall, at its
option, have the complete right, power and authority,  at any time thereafter to
terminate the right and license  granted to Debtor  hereunder and thereafter may
transfer the  Collateral  to itself or its nominee,  receive  income  thereon or
therefrom, and apply such income first to any costs incurred by Secured Party in
connection with the Notes, or the Credit Agreement, second to accrued but unpaid
interest due under the Notes, and third to reduction of the principal balance of
the Notes,  Debtor remaining liable for any deficiency.  Secured Party may delay
exercising or elect not to exercise any right or remedy under this Assignment or
any indebtedness  secured hereby without waiving that or any other past, present
or future right or remedy.  Secured  Party's  exercising  its right to apply the
Collateral and/or proceeds from the Collateral toward its indebtedness shall not
constitute an election of remedies, therefore Debtor shall remain liable for any
deficiency  and Secured  Party may  exercise or enforce any and all other rights
and remedies it may have after enforcing its remedies  hereunder.  Secured Party
shall have the rights,  powers and remedies of a secured party under the Uniform
Commercial  Code under the Texas  Business  and Commerce  Code.  Notwithstanding
anything to the contrary in this Assignment,  if any applicable provision of any
law requires Secured Party to give reasonable  notice of any sale or disposition
or other action,  Debtor  hereby agrees that ten (10) days prior written  notice
shall constitute reasonable notice thereof.

     Debtor  further agrees that after the occurrence of an Event of Activation,
Secured Party may at any time thereafter demand that all proceeds of any and all
Collateral  be paid to Secured  Party whether or not there are any sums then due
on any indebtedness  secured hereby, and Debtor authorizes any obligor under any
of said Collateral to pay any sums so demanded to Secured Party.

     4.2  Attorney-in-Fact.  Debtor further agrees, at its expense, to do, make,
procure, assign, endorse, and deliver all acts, things, writings, and assurances
as Secured  Party may at any time  require to  protect,  assure,  or enforce its
interest and remedies created by this  Assignment;  including but not limited to
any check, endorsement, certificate, or any other instrument required by Secured
Party.  Debtor further agrees that while any Event of Default  remains  uncured,
Secured  Party may following a  Declaration  of  Activation  receive any and all
proceeds or income from the Collateral,  and Secured Party may execute,  assign,
and endorse appropriate  receipts,  releases and satisfaction,  or negotiable or
non-negotiable instruments, or any other instruments or documents in the name of
and as agent for Debtor, or in its own name, which Debtor has agreed to execute,
sign,  or endorse  herein or under the  Contract,  and  Secured  Party is hereby
constituted  and  appointed the agent and  attorney-in-fact  of Debtor to do all
acts  with  respect  to the  Contracts  and to  execute  and  endorse  all  such
instruments.  Debtor  agrees  that this power of  attorney  is  coupled  with an
interest  and  shall  not be  revoked  until all  indebtedness  secured  by this
Assignment  has been  paid in  full.  Without  limiting  the  generality  of the
foregoing,  Secured  Party  shall be  entitled  at any time to file,  and Debtor
hereby  authorizes  Secured Party to file, a Uniform  Commercial  Code Financing
Statement or this  Agreement (or any amendment to either such  instrument)  or a
carbon,  photographic,  or other reproduction of this Agreement,  as a financing
statement (or  amendment  thereto),  in any form or medium  provided by the UCC,
with or without  Debtor's  signature,  but the failure of Secured Party to do so
shall not impair the validity or enforceability of this Agreement.

     4.3  Direction  to  Party  to  Contract.  Debtor  hereby  consents  to  and
irrevocably  authorizes  and  directs the parties  under the  Contracts  and any
successors to the interest of said parties,  upon demand and notice from Secured
Party of the right of Secured  Party to receive the proceeds  and other  amounts
payable under such Contracts  following a Declaration  of Activation,  to pay to
Secured  Party the  proceeds  and other  amounts  due or to become due under the
Contracts,  and said  parties  shall have the right to rely upon such demand and
notice  from  Secured  Party and shall pay such  proceeds  and other  amounts to
Secured Party without any obligation or right to determine the actual  existence
of the right of  Secured  Party to  receive  such  proceeds  and other  amounts,
notwithstanding  any notice from or claim of Debtor to the contrary,  and Debtor
shall not have any right or claim against said parties for any such proceeds and
other  amounts so paid by said parties to Secured  Party.  Debtor  hereby agrees
that, at the request of Secured Party,  Debtor will furnish each party under any
Contract with a true and complete copy of this Assignment.

     4.4 License to Debtor.  Notwithstanding the foregoing provisions making and
establishing a present and absolute transfer and assignment of the Contracts and
the proceeds,  earnings,  income, and profits arising  therefrom,  so long as no
Event of Activation shall have occurred, Debtor shall have the right and license
to collect, use, and enjoy the proceeds, issues, profits, and other sums payable
under and by virtue of any  Contract,  but only as the same become due under the
provisions of such  Contract,  and to enforce the covenants of each Contract and
amend,  supplement or renew each Contract as required in the ordinary  course of
business.

     4.5 Rights  Optional.  Secured  Party shall not be  obligated to perform or
discharge any obligation,  duty, or liability of Debtor, nor shall Secured Party
be  responsible  for its failure to exercise or enforce any rights granted to it
under this Assignment.  Any failure or omission by Secured Party to enforce this
Assignment for any period of time shall not impair the force or effect hereof or
prejudice the rights of Secured  Party,  and Secured Party shall not be required
under this Assignment to exercise or enforce any of the rights herein granted to
it, it being  understood that all matters  contained  herein are strictly within
the discretion of Secured Party.

     By executing  this  Assignment,  Debtor  agrees that Secured Party does not
assume  any  of  Debtor's   obligations  or  duties  concerning  the  Contracts,
including,  but  not  limited  to,  any  obligation  of  performance  under  the
Contracts.

     4.6  Rights  Cumulative.  No  right  or  remedy  herein  conferred  upon or
otherwise  available to Secured Party is intended to be or shall be construed to
be exclusive of any other right or remedy,  but each and every one of the rights
and remedies of Secured Party  hereunder are  cumulative and not in lieu of, but
in addition to, any rights or remedies  which  Secured  Party may have under the
Loan  Documents,  at law,  or in equity,  any and all of which  such  rights and
remedies may be exercised by Secured  Party prior to,  simultaneously  with,  or
subsequent  to any action  taken  hereunder.  Any and all rights and remedies of
Secured  Party may be exercised  from time to time and as often as Secured Party
deems such exercise to be  expedient,  and the delay or failure of Secured Party
to  avail  itself  of any of the  terms,  provisions,  and  conditions  of  this
Assignment for any period of time, at any time or times,  shall not be construed
or  deemed  to be or  constitute  a waiver or  impairment  thereof.  No delay or
omission to exercise  any right or power  accruing  upon any default or Event of
Default  shall  impair  any such  right or power or shall be  construed  to be a
waiver of any such default or Event of Default or an acquiescence  therein;  nor
shall the giving,  taking,  or enforcement of any other or additional  security,
collateral,  or guaranty for the payment of the indebtedness  secured under this
Assignment  operate  to  prejudice,  waive,  or  affect  the  security  of  this
Assignment or any rights, powers, or remedies hereunder; nor shall Secured Party
be required to first look to, enforce, or exhaust,  any such other or additional
security,  collateral, or guaranty. Secured Party hereby further agrees that (a)
none of the rights or remedies of Secured Party  available  under any other Loan
Document  or  otherwise  shall  be  delayed  or in any  way  prejudiced  by this
Assignment;  (b) notwithstanding any variation or modification,  at any time, of
the terms of the Notes, the Credit Agreement,  and/or any other Loan Document or
any  extension of time for payment  thereunder or under the Notes or any release
of part or parts of the security  conveyed under any of the Loan Documents,  the
Contracts  and  all  of  the  benefits  assigned  hereunder  shall  continue  as
additional security in accordance with the terms hereof; and (c) each and all of
the Contracts shall remain in full force and effect.

     4.7 No Waiver. Debtor hereby agrees that the collection of proceeds and the
application  as aforesaid,  the taking of possession of the  Collateral,  or any
part  thereof,  or the  exercise of any other  right or remedy by Secured  Party
shall not cure or waive any Event of Default hereunder; waive, modify, or affect
any Declaration of Activation or other notice given hereunder; cure or waive any
default;  waive,  modify, or affect any notice of default under the Notes or any
of the Loan  Documents;  affect or impair  any other  right or remedy of Secured
Party; or invalidate any act done pursuant to any such Declaration of Activation
or other notice.  The enforcement of any right or remedy by Secured Party,  once
exercised,  shall  continue  for so long as Secured  Party shall  elect,  and if
Secured Party shall  thereafter  elect to  discontinue  the exercise of any such
right or  remedy,  then the same or any  other  right  or  remedy  hereunder  or
otherwise available may be reasserted at any time and from time to time upon any
subsequent or continuing default.

     4.8  Indulgences  by Secured  Party.  In the event that  Secured  Party (a)
grants any extension of time or  forbearance  with respect to the payment of any
indebtedness secured by this Assignment;  (b) takes other or additional security
for the  payment  thereof;  (c) waives or fails to  exercise  any right  granted
herein or under the Notes, the Credit Agreement or any Loan Document; (d) grants
any  release,  with or  without  consideration,  of the whole or any part of the
security held for the payment of the debts secured  hereby or the release of any
person  liable for  payment of such  debts;  or (e) amends or  modifies,  in any
respect,  any of the terms  and  provisions  hereof  or of the Notes  (including
substitution of other Notes), the Credit Agreement or any of the Loan Documents;
then and in any such event, such act or omission to act shall not release Debtor
or any co-makers,  sureties, or guarantors of this Assignment or the Notes under
any covenant of this  Assignment  or the Notes nor preclude  Secured  Party from
exercising  any right,  power,  or  privilege  herein  granted or intended to be
granted in the event of any other  default or Event of Default  then made or any
subsequent default or Event of Default, nor in any way impair or affect the lien
or priority of this Assignment or any other Loan Document.

                                    Article V

                            Miscellaneous Provisions

     5.1  Successors  of Debtor.  In the event of the sale or transfer of all or
any part of the Collateral,  by operation of law or otherwise,  Secured Party is
authorized  and  empowered to deal with the  transferee  with  reference to this
Assignment,  the Collateral,  or the debts secured hereby,  or with reference to
any of the terms or conditions contained herein, as fully and to the same extent
as it might deal with Debtor and without in any way releasing or discharging any
liabilities of Debtor  hereunder or under the Notes, the Credit Agreement or the
other Loan Documents.

     5.2 Successors and Assigns.  This Assignment shall be assignable by Secured
Party,  and all  representations,  warranties,  covenants,  powers,  and  rights
hereunder  contained  shall be binding upon Secured Party and Debtor,  and their
respective  successors  and  assigns,  and shall inure to the benefit of Secured
Party, and its successors and assigns,  and Debtor,  and, but only to the extent
permitted hereunder, its successors and assigns.

     5.3 Expenses of Secured Party. If Secured Party is made a party to any suit
or proceeding by reason of the interest of the Secured Party in the  Collateral,
or if the  Notes,  this  Assignment,  the  Credit  Agreement,  or any other Loan
Document is placed in the hands of an attorney or attorneys to defend or enforce
any rights of Secured Party,  then Debtor shall reimburse  Secured Party for all
costs and  expenses,  including  attorneys'  fees,  incurred by Secured Party in
connection  therewith.  All amounts incurred by Secured Party hereunder shall be
secured hereby and shall be due and payable by Debtor to Secured Party forthwith
on  demand,  with  interest  thereon  at the rate at which  interest  accrues on
amounts due under the Notes after the same become due.

     5.4 Notices.  All notices,  demands,  or documents of any kind which may be
required or  permitted  to be served by either party hereto upon or to the other
shall be effective upon delivery if served by delivering the same  personally or
by sending the same in the United States Mail, postage prepaid,  certified mail,
addressed to Debtor or Secured Party, as the case may be, at its address, as set
forth above, or at such other address as either Debtor or Secured Party may from
time to time  designate by like notice to the other or as otherwise  provided by
the Credit Agreement. Any notice so mailed shall be deemed to have been given on
the date delivered.

     5.5 Amendment. Neither this Assignment nor any term, covenant, or condition
hereof may be  amended,  modified,  or  terminated,  except by an  agreement  in
writing,  signed  by the  party  against  whom  enforcement  of  the  amendment,
modification, or termination is sought.

     5.6 Construction. The Notes, this Assignment, the Credit Agreement, and the
other Loan Documents  shall be construed  without  regard to any  presumption or
rule  requiring  construction  against the party causing such  instruments to be
drafted.  The headings and captions  contained in this Assignment are solely for
convenience of reference and shall not affect its interpretation.  All terms and
words used in this Assignment,  whether singular or plural and regardless of the
gender thereof, shall be deemed to include any other number and any other gender
as the context may require.

     5.7 Severability. If any term, covenant, or condition of this Assignment or
the application thereof to any person or circumstance,  shall, to any extent, be
invalid  or  unenforceable,  then  the  remainder  of  this  Assignment  or  the
application  of such term,  covenant,  or condition to persons or  circumstances
other than those as to which it is held invalid or  unenforceable,  shall not be
affected thereby, and each term, covenant and condition of this Assignment shall
be valid and enforceable to the fullest extent permitted by applicable law.

     5.8  Counterparts.  This  Assignment  may be  executed,  acknowledged,  and
delivered  in any number of  counterparts,  each of which  shall  constitute  an
original, but, all together, only one instrument.

     5.9 Duration.  This Assignment  shall become null,  void, and of no further
force or effect  upon the payment in full of any  indebtedness  under the Notes,
the Credit Agreement, this Assignment,  and the other Loan Documents;  whereupon
the lien and security  interest hereof shall be released at the cost and expense
of the Debtor,  and any Collateral held by Secured Party and not then covered by
any of the other Loan  Documents  shall be  reconveyed to Debtor at the cost and
expense of Debtor.

     5.10  Applicable Law. The law governing this  transaction  shall be that of
the State of Texas, except that the rate of interest that may be contracted for,
charged or received on the indebtedness or obligations described herein shall be
construed  pursuant to the applicable  federal or state law whichever allows the
highest rate of interest.

     5.11  Benefit of All Banks.  Debtor  agrees and  acknowledges  that Secured
Party executes this document as a Bank and as the Collateral Agent for the other
Banks  under  the  Credit  Agreement  and  any  and  all  rights,  benefits  and
entitlements  under this Agreement in favor of Secured Party are for the benefit
of all Banks under the Credit Agreement.

                            [Signature Page Follows]

     EXECUTED this 28th day of March, 2002.

                             DEBTOR:

                             CONTINENTAL RESOURCES, INC.
                             an Oklahoma corporation


                             By:  ROGER CLEMENT
                                  Roger Clement, Sr. Vice President
                                  and Chief Financial Officer


                             SECURED PARTY:

                             GUARANTY BANK, FSB,
                             as Collateral Agent


                             By:  RICHARD MENCHACA
                                  Richard Menchaca
                                  Vice President
<PAGE>

THE STATE OF OKLAHOMA        )
                             )
COUNTY OF OKLAHOMA           )


     BEFORE ME, the undersigned authority, on this day personally appeared Roger
Clement,   Sr.  Vice  President  and  Chief  Financial  Officer  of  Continental
Resources,  Inc.,  an Oklahoma  corporation,  known to me to be the person whose
name is subscribed to the foregoing  instrument,  and acknowledged to me that he
executed the same for the purposes and consideration  therein expressed,  as the
act and deed of said corporations and in the capacity therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this      day of March, 2002.



                                      NOTARY PUBLIC, STATE OF OKLAHOMA

THE STATE OF OKLAHOMA         )
                              )
COUNTY OF OKLAHOMA            )


     BEFORE ME,  the  undersigned  authority,  on this day  personally  appeared
Richard Menchaca,  Vice President of Guaranty Bank, FSB, a federal savings bank,
as  Collateral  Agent,  known to me to be the person whose name is subscribed to
the foregoing  instrument,  and acknowledged to me that he executed the same for
the purposes and consideration  therein  expressed,  as the act and deed of said
bank and in the capacity therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this      day of March, 2002.


                                      NOTARY PUBLIC, STATE OF OKLAHOMA
<PAGE>

                                   EXHIBIT "A"

                                    CONTRACTS