UNLIMITED GUARANTY



     THIS UNLIMITED  GUARANTY  ("Guaranty") is made as of the 28th day of March,
2002, by Guarantor (as  hereinafter  defined) for the benefit of the  "Bank(s)",
"Agent" and "LC Issuer" (as such terms are hereinafter defined).

     1.  Definitions.  As used in this Guaranty,  the following terms shall have
the meanings indicated below:

          (a) The term "Agent" shall mean,  individually and  collectively,  (i)
     Guaranty  Bank,  FSB,  as  Collateral  Agent for the Banks under the Credit
     Agreement (as hereinafter defined), whose address is 333 Clay Street, Suite
     4430,  Houston,  Texas 77002,  Attn:  Richard Menchaca,  (ii) Union Bank of
     California,  N.A., as  Administrative  Agent for the Banks under the Credit
     Agreement,  whose  address is 500 North Akard,  Suite 4200,  Dallas,  Texas
     75201,  Attn:  John Clark,  and (iii) Fortis Capital Corp.,  as Syndication
     Agent for the Banks  under  the  Credit  Agreement,  whose  address  is 100
     Crescent  Court,  Suite 1777,  Dallas,  Texas 75201,  Attn:  Christopher S.
     Prada,  and each  successor  Collateral  Agent,  Administrative  Agent  and
     Syndication Agent.

          (b) The term "Bank(s)" shall have the same meaning as that term has in
     the Credit  Agreement,  including  each  Bank's  successors  and assigns as
     provided for in Section 9.05 thereof.

          (c) The term "Borrower"  shall mean  Continental  Resources,  Inc., an
     Oklahoma corporation.

          (d) The term "Credit Agreement" shall mean that certain Fourth Amended
     and  Restated  Credit  Agreement  dated as of March  28,  2002 by and among
     Continental   Resources,   Inc.,  as  Borrower,   Guaranty  Bank,  FSB,  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 Banks and financial  institutions from time
     to time parties to the Credit Agreement.

          (e)  The   term   "Guaranteed   Indebtedness"   shall   mean  (i)  all
     indebtedness,  obligations  and  liabilities of Borrower  arising under the
     Credit  Agreement  and other  Loan  Documents  (as  defined  in the  Credit
     Agreement)  to the Bank(s),  the LC Issuer  and/or the Agent of any kind or
     character,  now existing or hereafter  arising,  whether direct,  indirect,
     related, unrelated,  fixed, contingent,  liquidated,  unliquidated,  joint,
     several or joint and several,  and regardless of whether such indebtedness,
     obligations  and  liabilities  may,  prior  to  their  acquisitions  by the
     Bank(s),  the LC Issuer  and/or  the Agent,  respectively,  be or have been
     payable to or in favor of a third  party and  subsequently  acquired by the
     Bank(s),  the LC Issuer  and/or the Agent (it being  contemplated  that the
     Bank(s),  the LC Issuer  and/or the Agent may make such  acquisitions  from
     third parties), including without limitation all indebtedness,  obligations
     and liabilities of Borrower to the Bank(s),  the LC Issuer and/or the Agent
     now existing or hereafter  arising under the Loan Documents by note, draft,
     acceptance,  guaranty, endorsement, letter of credit, assignment, purchase,
     overdraft, discount, indemnity agreement or otherwise, (ii) all accrued but
     unpaid interest on any of the  indebtedness  described in (i) above,  (iii)
     all costs and expenses  incurred by the Bank(s),  the LC Issuer  and/or the
     Agent in connection  with the collection and  administration  of all or any
     part of the indebtedness  and obligations  described in (i), (ii) and (iii)
     above or the  protection  or  preservation  of, or  realization  upon,  the
     collateral  securing all or any part of such  indebtedness and obligations,
     including without  limitation all reasonable  attorneys' fees, and (iv) all
     renewals, extensions,  modifications and rearrangements of the indebtedness
     and obligations described in (i), (ii) and (iii) above.

          (f) The term "Guarantor"  shall mean,  individually and  collectively,
     Continental Gas, Inc., an Oklahoma  corporation,  Continental  Resources of
     Illinois,  Inc., an Oklahoma  corporation,  and  Continental  Crude Co., an
     Oklahoma corporation, whose addresses for notice purposes are as follows:

                  Continental Gas, Inc.
                  c/o Continental Resources, Inc.
                  302 N. Independence, Suite 300
                  Enid, Oklahoma 73701
                  Attn: Randy E. Moeder
                  Telephone: (580) 233-8955
                  Telecopy: (580) 548-5188


                  Continental Resources of Illinois, Inc.
                  c/o Continental Resources, Inc.
                  302 N. Independence, Suite 300
                  Enid, Oklahoma 73701
                  Attn: Randy E. Moeder
                  Telephone:  (580) 233-8955
                  Telecopy:  (580) 548-5188


                  Continental Crude Co.
                  c/o Continental Resources, Inc.
                  302 N. Independence, Suite 300
                  Enid, Oklahoma 73701
                  Attn: Randy E. Moeder
                  Telephone:  (580) 233-8955
                  Telecopy: (580) 548-5188

          (g) The term "LC Issuer"  shall mean Union Bank of  California,  N. A.
     (or  any  subsidiary  or  affiliate  of  Union  Bank  of  California,  N.A.
     designated by Union Bank of California,  N.A. and reasonably  acceptable to
     Borrower)  in it's  capacity as issuer of  Facility  LCs (as defined in the
     Credit Agreement).

     2. Obligations. As an inducement to Bank(s), the LC Issuer and/or the Agent
to extend or continue to extend  credit and other  financial  accommodations  to
Borrower,  Guarantor,  for  value  received,  does  hereby  unconditionally  and
absolutely  guarantee  the  prompt  and  full  payment  and  performance  of the
Guaranteed  Indebtedness  when  due  or  declared  to be due  and  at all  times
thereafter.

     3.  Character  of  Obligations.   This  is  an  absolute,   continuing  and
unconditional  guaranty of payment and  performance and not of collection and if
at  any  time  or  from  time  to  time  there  is  no  outstanding   Guaranteed
Indebtedness,  the  obligations  of  Guarantor  with  respect  to  any  and  all
Guaranteed   Indebtedness  incurred  thereafter  shall  not  be  affected.   All
Guaranteed Indebtedness  heretofore,  concurrently herewith or hereafter made by
Bank(s),  the LC Issuer  and/or  the  Agent to  Borrower  shall be  conclusively
presumed to have been made or acquired in acceptance hereof.  Guarantor shall be
liable,  jointly and severally,  with Borrower and any other guarantor of all or
any part of the Guaranteed Indebtedness.

     4. Representations and Warranties. Guarantor hereby represents and warrants
the following to the Agent and to the Bank(s):

          (a) The Board of  Directors  of  Guarantor  has  determined  that this
     Guaranty may  reasonably  be expected to benefit,  directly or  indirectly,
     Guarantor,  and that the value of the benefits that  Guarantor  will derive
     from giving this  Guaranty are  reasonably  equivalent  to the value of the
     Guaranty; and

          (b) Guarantor is familiar  with,  and has  independently  reviewed the
     books and records  regarding,  the  financial  condition of Borrower and is
     familiar with the value of any and all  collateral  intended to be security
     for  the  payment  of all  or any  part  of  the  Guaranteed  Indebtedness;
     provided,  however, Guarantor is not relying on such financial condition or
     collateral as an inducement to enter into this Guaranty; and

          (c)  Guarantor  has  adequate  means  to  obtain  from  Borrower  on a
     continuing basis information concerning the financial condition of Borrower
     and Guarantor is not relying on the Agent,  the Bank(s) or the LC Issuer to
     provide such information to Guarantor either now or in the future; and

          (d)  Guarantor  has the power and  authority  to execute,  deliver and
     perform  this  Guaranty  and any other  agreements  executed  by  Guarantor
     contemporaneously herewith, and the execution,  delivery and performance of
     this   Guaranty   and  any   other   agreements   executed   by   Guarantor
     contemporaneously herewith do not and will not violate (i) any agreement or
     instrument to which Guarantor is a party, (ii) any law, rule, regulation or
     order of any governmental authority to which Guarantor is subject, or (iii)
     its articles or certificate of incorporation or bylaws; and

          (e) Neither the Agent, the Bank(s),  the LC Issuer nor any other party
     has made any representation, warranty or statement to Guarantor in order to
     induce Guarantor to execute this Guaranty; and

          (f) The financial statements and other financial information regarding
     Guarantor  heretofore and hereafter  delivered to the Agent,  the LC Issuer
     and/or  the  Bank(s)  are and  shall be true and  correct  in all  material
     respects and fairly  present the financial  position of Guarantor as of the
     dates thereof, and no material adverse change has occurred in the financial
     condition of  Guarantor  reflected in the  financial  statements  and other
     financial  information  regarding  Guarantor  heretofore  delivered  to the
     Agent,  the LC  Issuer  and/or  the  Bank(s)  since  the  date of the  last
     statement thereof; and

          (g) As of the date hereof,  and after giving  effect to this  Guaranty
     and the obligations evidenced hereby, (i) Guarantor is and will be solvent,
     (ii) the  fair  saleable  value  of  Guarantor's  assets  exceeds  and will
     continue  to exceed its  liabilities  (both  fixed and  contingent),  (iii)
     Guarantor is and will  continue to be able to pay its debts as they mature,
     and (iv)  Guarantor  has and will  continue to have  sufficient  capital to
     carry on its business and all businesses in which it is about to engage.

     5. Covenants.  Guarantor hereby covenants and agrees with the Agent, the LC
Issuer and the Bank(s) as follows:

          (a)  Guarantor  shall  not,  so long  as its  obligations  under  this
     Guaranty  continue,  transfer or pledge any material  portion of its assets
     for less than full and adequate consideration; and

          (b) Guarantor shall promptly furnish to the Agent at any time and from
     time to time such financial  statements and other financial  information of
     Guarantor  as  required  by the  Credit  Agreement,  in form and  substance
     satisfactory to Agent; and

          (c) Guarantor  shall comply with all terms and  provisions of the Loan
     Documents (as defined in the Credit Agreement) that apply to Guarantor; and

          (d) Promptly upon a responsible  officer of Guarantor  becoming aware,
     Guarantor  shall  promptly  inform  the  Agent  of (i)  any  litigation  or
     governmental  investigation against Guarantor or affecting any security for
     all or any part of the Guaranteed  Indebtedness  or this Guaranty which, if
     determined  adversely,  might  have a  material  adverse  effect  upon  the
     financial  condition of  Guarantor  or upon such  security or might cause a
     default  under any of the Loan  Documents,  (ii) any  claim or  controversy
     which  might  become  the  subject  of  such   litigation  or  governmental
     investigation,  and  (iii) any  material  adverse  change in the  financial
     condition of Guarantor.

     6. Consent and Waiver.

          (a)  Guarantor   waives  (i)  promptness,   diligence  and  notice  of
     acceptance of this Guaranty and notice of the incurring of any  obligation,
     indebtedness  or liability to which this Guaranty  applies or may apply and
     waives  presentment  for payment,  notice of nonpayment,  protest,  demand,
     notice of protest, notice of intent to accelerate,  notice of acceleration,
     notice of dishonor, diligence in enforcement and indulgences of every kind,
     and (ii) the taking of any other action by the Agent,  the LC Issuer and/or
     the Bank(s), including without limitation,  giving any notice of default or
     any other notice to, or making any demand on, Borrower, any other guarantor
     of all or any part of the Guaranteed Indebtedness or any other party except
     as required by the Credit Agreement.

          (b)  Guarantor   waives  any  rights   Guarantor  has  under,  or  any
     requirements  imposed by,  Chapter 34 of the Texas  Business  and  Commerce
     Code, as in effect on the date of this Guaranty.

          (c) The  Agent,  the LC Issuer  and/or  the  Bank(s)  may at any time,
     without  the  consent  of  or  notice  to  Guarantor,   without   incurring
     responsibility to Guarantor and without impairing,  releasing,  reducing or
     affecting the  obligations of Guarantor  hereunder:  (i) change the manner,
     place  or  terms  of  payment  of  all  or  any  part  of  the   Guaranteed
     Indebtedness,  or renew, extend, modify, rearrange or alter all or any part
     of the Guaranteed  Indebtedness;  (ii) change the interest rate accruing on
     any of the Guaranteed  Indebtedness  (including,  without  limitation,  any
     periodic  change in such interest rate that occurs because such  Guaranteed
     Indebtedness  accrues  interest at a variable rate which may fluctuate from
     time to time);  (iii)  sell,  exchange,  release,  surrender,  subordinate,
     realize  upon or  otherwise  deal with in any  manner  and in any order any
     collateral  for all or any  part  of the  Guaranteed  Indebtedness  or this
     Guaranty or setoff against all or any part of the Guaranteed  Indebtedness;
     (iv) neglect,  delay,  omit, fail or refuse to take or prosecute any action
     for the  collection of all or any part of the  Guaranteed  Indebtedness  or
     this Guaranty or to take or prosecute any action in connection  with any of
     the Loan  Documents;  (v)  exercise or refrain from  exercising  any rights
     against Borrower or others,  or otherwise act or refrain from acting;  (vi)
     settle or compromise  all or any part of the  Guaranteed  Indebtedness  and
     subordinate  the payment of all or any part of the Guaranteed  Indebtedness
     to the payment of any obligations, indebtedness or liabilities which may be
     due or become due to the Bank(s), the LC Issuer and/or the Agent or others;
     and (vii)  apply any sums paid to the  Bank(s),  the LC Issuer  and/or  the
     Agent by Guarantor,  Borrower or others to the Guaranteed  Indebtedness  in
     such  order  and  manner  as the  Agent,  in  their  sole  discretion,  may
     determine.

          (d) Should the Agent, the LC Issuer or the Bank(s) seek to enforce the
     obligations  of Guarantor  hereunder  by action in any court or  otherwise,
     Guarantor waives any requirement,  substantive or procedural,  that (i) the
     Agent,  the LC Issuer or the Bank(s)  first  enforce any rights or remedies
     against  Borrower  or any  other  person  or  entity  liable to any of such
     parties  for all or any  part  of the  Guaranteed  Indebtedness,  including
     without  limitation that a judgment first be rendered  against  Borrower or
     any other person or entity,  or that Borrower or any other person or entity
     should be joined in such  cause,  or (ii) the  Agent,  the LC Issuer or the
     Bank(s) shall first enforce rights against any collateral  which shall ever
     have been given to secure all or any part of the Guaranteed Indebtedness or
     this Guaranty.  Such waiver shall be without prejudice to the Agent's,  the
     LC Issuer's  or the  Bank(s)'  right,  at its  option,  to proceed  against
     Borrower or any other  person or entity,  whether by separate  action or by
     joinder.

          (e) In addition to any other  waivers,  agreements  and  covenants  of
     Guarantor set forth herein,  Guarantor  hereby  further waives and releases
     all claims, causes of action,  defenses and offsets for any act or omission
     of  the  Agent   and/or  the  Agent's   directors,   officers,   employees,
     representatives or agents in connection with Agent's  administration of the
     Guaranteed  Indebtedness,  except for the Agent's  willful  misconduct  and
     gross negligence.

     7. Obligations Not Impaired.

          (a)  Guarantor  agrees  that its  obligations  hereunder  shall not be
     released,  diminished,  impaired,  reduced or affected by the occurrence of
     any one or more of the following events: (i) the death,  disability or lack
     of corporate power of Borrower,  Guarantor (except as provided in paragraph
     11  herein)  or any other  guarantor  of all or any part of the  Guaranteed
     Indebtedness,  (ii)  any  receivership,  insolvency,  bankruptcy  or  other
     proceedings affecting Borrower,  Guarantor or any other guarantor of all or
     any  part  of the  Guaranteed  Indebtedness,  or any  of  their  respective
     property;  (iii) the partial or total  release or  discharge of Borrower or
     any other guarantor of all or any part of the Guaranteed  Indebtedness,  or
     any other person or entity from the performance of any obligation contained
     in any instrument or agreement evidencing, governing or securing all or any
     part of the Guaranteed Indebtedness,  whether occurring by reason of law or
     otherwise;  (iv) the taking or accepting of any  collateral  for all or any
     part of the Guaranteed  Indebtedness  or this  Guaranty;  (v) the taking or
     accepting  of any  other  guaranty  for all or any  part of the  Guaranteed
     Indebtedness;  (vi) any failure by the Agent,  the LC Issuer or the Bank(s)
     to acquire, perfect or continue any lien or security interest on collateral
     securing all or any part of the Guaranteed  Indebtedness  or this Guaranty;
     (vii) the  impairment  of any  collateral  securing  all or any part of the
     Guaranteed Indebtedness or this Guaranty;  (viii) any failure by the Agent,
     the LC Issuer or the  Bank(s) to sell any  collateral  securing  all or any
     part of the  Guaranteed  Indebtedness  or this  Guaranty in a  commercially
     reasonable  manner or as otherwise  required by law; (ix) any invalidity or
     unenforceability  of or defect or deficiency in any of the Loan  Documents;
     or (x) any other  circumstance  which might otherwise  constitute a defense
     available  to, or discharge of,  Borrower or any other  guarantor of all or
     any part of the Guaranteed Indebtedness.

          (b) This Guaranty shall continue to be effective or be reinstated,  as
     the case  may be,  if at any  time  any  payment  of all or any part of the
     Guaranteed  Indebtedness  is rescinded or must otherwise be returned by the
     Agent,  the LC Issuer or the Bank(s)  upon the  insolvency,  bankruptcy  or
     reorganization of Borrower, Guarantor, or any other guarantor of all or any
     part of the  Guaranteed  Indebtedness,  or  otherwise,  all as though  such
     payment had not been made.

          (c)  None  of  the  following  shall  affect   Guarantor's   liability
     hereunder:  (i) the  unenforceability  of all or any part of the Guaranteed
     Indebtedness  against  Borrower  by reason of the fact that the  Guaranteed
     Indebtedness  exceeds the amount permitted by law; (ii) the act of creating
     all or any part of the Guaranteed Indebtedness is ultra vires; or (iii) the
     officers  or  partners   creating  all  or  any  part  of  the   Guaranteed
     Indebtedness   acted  in  excess  of  their  authority.   Guarantor  hereby
     acknowledges  that  withdrawal  from,  or  termination  of,  any  ownership
     interest in Borrower now or hereafter  owned or held by Guarantor shall not
     alter, affect or in any way limit the obligations of Guarantor hereunder.

     8. Actions against  Guarantor.  In the event of a default in the payment or
performance  of  all or  any  part  of the  Guaranteed  Indebtedness  when  such
Guaranteed  Indebtedness  becomes due,  whether by its terms, by acceleration or
otherwise,  Guarantor shall,  without notice or demand,  promptly pay the amount
due  thereon to the Agent,  in lawful  money of the  United  States,  at Agent's
address  set  forth  in  subparagraph  1(a)  above.  One or more  successive  or
concurrent actions may be brought against  Guarantor,  either in the same action
in which  Borrower  is sued or in  separate  actions,  as  often  as Agent  deem
advisable.  The exercise by the Agent, the LC Issuer or the Bank(s) of any right
or remedy under this  Guaranty or under any other  agreement or  instrument,  at
law,  in equity  or  otherwise,  shall not  preclude  concurrent  or  subsequent
exercise of any other right or remedy.  The books and records of the Agent,  the
LC Issuer or the  Bank(s)  shall be  admissible  in  evidence  in any  action or
proceeding  involving  this  Guaranty  and shall be prima facie  evidence of the
payments made on, and the outstanding balance of, the Guaranteed Indebtedness.

     9. Payment by Guarantor.  Whenever  Guarantor  pays any sum which is or may
become due under this  Guaranty,  written  notice must be delivered to the Agent
contemporaneously with such payment. Such notice shall be effective for purposes
of this  paragraph  when  contemporaneously  with such payment the Agent receive
such  notice  either  by:  (a)  personal  delivery  to the  address of the Agent
identified in subparagraph  1(a) above, or (b) United States mail,  certified or
registered, return receipt requested, postage prepaid, addressed to the Agent at
the address shown in  subparagraph  1(a) above. In the absence of such notice to
the  Agent by  Guarantor  in  compliance  with the  provisions  hereof,  any sum
received  by the  Agent  on  account  of the  Guaranteed  Indebtedness  shall be
conclusively deemed paid by Borrower.

     10. Notice of Sale. In the event that  Guarantor is entitled to receive any
notice under the Uniform  Commercial  Code, as it exists in the state  governing
any such notice, of the sale or other disposition of any collateral securing all
or any part of the Guaranteed  Indebtedness or this Guaranty,  reasonable notice
shall be deemed given when such notice is  deposited in the United  States mail,
postage  prepaid,  at the address for Guarantor set forth in  subparagraph  1(d)
above,  ten (10) days  prior to the date any  public  sale,  or after  which any
private sale,  of any such  collateral is to be held;  provided,  however,  that
notice  given in any other  reasonable  manner or at any other  reasonable  time
shall be sufficient.

     11. Waiver by Agent or Bank(s).  No delay on the part of the Agent,  the LC
Issuer or the Bank(s) in exercising  any right  hereunder or failure to exercise
the same shall  operate as a waiver of such right.  In no event shall any waiver
of the  provisions of this  Guaranty be effective  unless the same be in writing
and signed by an officer of the Agent,  the LC Issuer or the  Bank(s),  and then
only in the specific instance and for the purpose given.

     12. Successors and Assigns.  This Guaranty is for the benefit of the Agent,
each successor Agent, the LC Issuer, each successor LC Issuer, the Bank(s),  and
each Bank's successors and assigns.  This Guaranty is binding upon Guarantor and
Guarantor's  successors and assigns,  including without limitation any person or
entity  obligated  by  operation  of  law  upon  the   reorganization,   merger,
consolidation or other change in the organizational structure of Guarantor.

     13.  Costs  and  Expenses.  Guarantor  shall pay on demand by the Agent all
costs and expenses, including without limitation, all reasonable attorneys' fees
incurred by the Agent,  the LC Issuer and/or the Bank(s) in connection  with the
preparation,  administration,  enforcement  and/or  collection of this Guaranty.
This covenant shall survive the payment of the Guaranteed Indebtedness.

     14.  Severability.  If any provision of this Guaranty is held by a court of
competent jurisdiction to be illegal,  invalid or unenforceable under present or
future  laws,  such  provision  shall be fully  severable,  shall not  impair or
invalidate  the  remainder  of this  Guaranty  and the effect  thereof  shall be
confined to the provision held to be illegal, invalid or unenforceable.

     15. No  Obligation.  Nothing  contained  herein  shall be  construed  as an
obligation  on the part of the Agent,  the LC Issuer or the Bank(s) to extend or
continue to extend credit to Borrower.

     16.  Amendment.  No  modification  or  amendment  of any  provision of this
Guaranty,  nor  consent  to any  departure  by  Guarantor  therefrom,  shall  be
effective  unless the same  shall be in writing  and signed by an officer of the
Agent,  the LC Issuer or the Bank(s),  and then shall be  effective  only in the
specific instance and for the purpose for which given.

     17. Cumulative  Rights. All rights and remedies of the Agent, the LC Issuer
or the Bank(s)  hereunder are  cumulative of each other and of every other right
or remedy which the Agent,  the LC Issuer or the Bank(s) may  otherwise  have at
law or in equity or under any  instrument or agreement,  and the exercise of one
or more of such rights or remedies  shall not prejudice or impair the concurrent
or subsequent exercise of any other rights or remedies.

     18.  GOVERNING  LAW.  THIS  GUARANTY  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAWS.

     19. Venue. This Guaranty has been entered into in the county in Texas where
the Agent's address for notice purposes is located,  and it shall be performable
for all  purposes in such  county.  Courts  within the State of Texas shall have
jurisdiction  over any and all  disputes  arising  under or  pertaining  to this
Guaranty  and venue for any such  disputes  shall be in the  county or  judicial
district where the Agent's address for notice purposes is located.

     20.  Compliance  with  Applicable  Usury  Laws.  Notwithstanding  any other
provision  of  this  Guaranty  or of any  instrument  or  agreement  evidencing,
governing or securing all or any part of the Guaranteed Indebtedness,  Guarantor
and the Agent,  the LC Issuer and the Bank(s) by their  acceptance  hereof agree
that Guarantor shall never be required or obligated to pay interest in excess of
the maximum nonusurious interest rate as may be authorized by applicable law for
the written  contracts which constitute the Guaranteed  Indebtedness.  It is the
intention  of  Guarantor  and the Agent,  LC Issuer  and the  Bank(s) to conform
strictly to the  applicable  laws which  limit  interest  rates,  and any of the
aforesaid  contracts  for interest,  if and to the extent  payable by Guarantor,
shall be held to be subject to  reduction  to the maximum  nonusurious  interest
rate allowed under said law.

     21. Descriptive Headings. The headings in this Guaranty are for convenience
only and shall not define or limit the provisions hereof.

     22. Entire  Agreement.  This Guaranty contains the entire agreement between
Guarantor  and the Agent,  the LC Issuer and the Bank(s)  regarding  the subject
matter  hereof  and  supersedes  all  prior  written  and  oral  agreements  and
understandings,  if any, regarding same; provided,  however, this Guaranty is in
addition  to and does not  replace,  cancel,  modify or affect  any terms of the
Credit  Agreement  or any Loan  Documents  (as  defined  therein),  or any other
guaranty of Guarantor now or hereafter  held by the Agent,  the LC Issuer or the
Bank(s) that relates to Borrower or any other person or entity.

                            [Signature page follows.]

     EXECUTED as of the date first above written.


                          GUARANTORS:

                          CONTINENTAL GAS, INC.


                          By:    RANDY E. MOEDER
                                 Randy E. Moeder, President


                          CONTINENTAL RESOURCES OF ILLINOIS, INC.


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


                          CONTINENTAL CRUDE CO.


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



                  [THIS IS THE SIGNATURE PAGE TO THE GUARANTY]