SECURITY AGREEMENT

     THIS  SECURITY  AGREEMENT  dated  effective as of March 28, 2002, is by and
between  CONTINENTAL  RESOURCES,  INC., an Oklahoma  corporation  (the "Debtor")
whose  address is 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"),
whose address is 333 Clay Street, Suite 4430, Houston,  Texas 77002, 730 N. Post
Oak Road, 4th Floor, Houston, Texas 77024.

                                R E C I T A L S:

     A.  Reference is made to 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 (the  "Banks")(as the same may be amended,  supplemented or
modified from time to time, the "Credit Agreement");

     B. The loans to be made  pursuant to the Credit  Agreement are evidenced by
certain Amended and Restated Replacement Notes in the aggregate principal amount
of  $175,000,000.00,  such notes dated as of even date  herewith and executed by
Debtor and  payable  to Secured  Party,  as the same may be  amended,  extended,
renewed or restated (the "Notes").

     C. Secured Party has conditioned its obligations under the Credit Agreement
upon, among other things,  the execution and delivery of this Security Agreement
by Debtor (hereinafter, the "Agreement").

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

                                    ARTICLE I

                                SECURITY INTEREST

     Section 1.01.  Security  Interest.  Debtor hereby grants to Secured Party a
security  interest in the following  property,  whether now owned or existing or
hereafter  arising or acquired and wherever  arising or located  (such  property
being hereinafter sometimes called the "Collateral"):

          (a) All  right,  title and  interest  of  Debtor in and to all  goods,
     inventory,   equipment,   fixtures,  machinery,   furnishings,   furniture,
     appliances,  accessories, leasehold improvements,  hattels, and other items
     of personal property owned by the Debtor, including, but not limited to all
     of the foregoing that are located on the property  described on Exhibit "A"
     ("Property")  which is attached hereto and incorporated  herein, or used or
     held for use by Debtor in connection with any such Property;

          (b) All accounts, contract rights (including,  without limitation, any
     Hedge  Agreement,  as  defined  in  the  Credit  Agreement),   instruments,
     documents,  chattel  paper,  and  general  intangibles  owned by the Debtor
     relating to or arising out of the Property;

          (c) All right,  title and interest of Debtor in and to all  accessions
     or appurtenances to any of the foregoing;

          (d)  All  right,   title  and   interest  of  Debtor  in  and  to  all
     improvements,   extensions,   alterations,   substitutions,   replacements,
     renewals,  and rights  belonging or in any way  appertaining  to all or any
     part of the foregoing or acquired for use in connection therewith;

          (e) All right,  title and  interest  of Debtor in and to all  proceeds
     payable or to be payable  under each  policy of  insurance  relating to the
     whole or any part of the foregoing; and

          (f) Without  limiting any  description  of the  foregoing,  all right,
     title and interest of Debtor in and to all rights, rents, revenues, income,
     issues,  benefits,  leases,  contract rights, general intangibles,  chattel
     paper, money, instruments, documents, files, computerized or other records,
     books, ledger sheets, executory contract rights, rights as an unpaid vendor
     (including the right to stop goods in transit, to replevy, and to reclaim),
     tenements,  hereditaments,  and appurtenances now or hereafter owned by the
     Debtor and appertaining to, generated from, arising out of, or belonging to
     any of the foregoing, and all products and proceeds thereof.

     Section  1.02.  After-Acquired  Collateral.  All  property  acquired by the
Debtor after the date of this  Agreement that by the terms hereof is required or
intended  to be  subject  to the  security  interest  granted or renewed by this
Agreement will,  immediately  upon the  acquisition  thereof and without further
mortgage,  conveyance,  or assignment,  become subject to the security  interest
created  by this  Agreement  as fully as  though  now  owned by the  Debtor  and
specifically described herein. Nevertheless, the Debtor will do all such further
acts and will execute,  acknowledge,  and deliver all such further  conveyances,
mortgages,  financing statements, and assurances as the Secured Party reasonably
requires for accomplishing the purposes of this Agreement.

     Section 1.03. Sale of Collateral.  The inclusion of proceeds as part of the
Collateral does not authorize the Debtor to sell any of the Collateral except to
the extent permitted by the Credit  Agreement  without the Secured Party's prior
written consent, except as provided in Section 3.04 of this Security Agreement.

     Section  1.04.  Obligations.  The  Collateral  shall  secure the  following
("Obligations"):

          (a) the  obligations  and  indebtedness  of  Debtor to  Secured  Party
     evidenced by the Notes;

          (b) the obligations and  indebtedness of Debtor to Secured Party under
     the Credit Agreement and the Loan Documents, as such term is defined in the
     Credit Agreement;

          (c) any and all indebtedness  and liabilities  whatsoever of Debtor to
     Secured Party whether direct or indirect, absolute or contingent, due or to
     become  due,  and whether now  existing  or  hereafter  arising and however
     evidenced or acquired, and whether joint or several;

          (d)  all  costs  and  expenses,  including,  without  limitation,  all
     attorneys' fees and legal  expenses,  incurred by Secured Party to preserve
     and maintain the Collateral,  collect the obligations herein described, and
     enforce this Agreement; and

          (e)  all  extensions,  renewals,  and  modifications  of  any  of  the
     foregoing.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     To  induce  Secured  Party to enter  into  this  Agreement  and the  Credit
Agreement, Debtor represents and warrants to Secured Party that:

     Section 2.01.  Title.  Except for the security  interest granted herein and
Permitted  Encumbrances,  as defined in the Credit  Agreement,  Debtor owns, and
with respect to Collateral acquired after the date hereof,  Debtor will own, the
Collateral free and clear of any lien, security interest, or other encumbrance.

     Section  2.02.  Financing  Statements.  No  financing  statement,  security
agreement,  or other lien instrument  covering all or any part of the Collateral
is on file in any  public  office,  except  as may have  been  filed in favor of
Secured Party.

     Section 2.03.  Organization  and  Authority.  Debtor is a corporation  duly
formed and validly existing under the laws of the state of Oklahoma.  Debtor has
the power and authority to execute, deliver, and perform this Agreement, and the
execution,  delivery,  and  performance  of this  Agreement  by Debtor have been
authorized by all necessary action on the part of Debtor and do not and will not
violate any law, rule or  regulation  or the charter  documents of Debtor and do
not and will not conflict  with,  result in a breach of, or constitute a default
under  the  provisions  of any  indenture,  mortgage,  deed of  trust,  security
agreement,  or other instrument or agreement  pursuant to which Debtor or any of
its property is bound.

     Section 2.04. Principal Place of Business.  The principal place of business
of Debtor,  and the office where Debtor keeps its books and records,  is located
at the address of Debtor shown at the beginning of this Agreement.

     Section 2.05.  Location of Collateral.  The Collateral of Debtor is located
either at the address of Debtor shown at the  beginning of this  Agreement or on
the Property described on Exhibit "A" attached hereto.

                                   ARTICLE III

                                    COVENANTS

     Debtor  covenants and agrees with Secured Party that until the  Obligations
are paid and performed in full:

     Section 3.01.  Maintenance.  Debtor shall  maintain the  Collateral in good
operating  condition and repair and shall not permit any waste or destruction of
the  Collateral  or any part  thereof,  unless the  failure to do so, in any one
instance  or in the  aggregate,  would not have a  Material  Adverse  Effect (as
defined in the Credit Agreement).  Debtor shall not use or permit the Collateral
to be used in  violation  of any law or  inconsistently  with  the  terms of any
policy of insurance. Debtor shall not use or permit the Collateral to be used in
any  manner or for any  purpose  that would  materially  impair the value of the
Collateral or expose the Collateral to unusual risk.

     Section 3.02.  Encumbrances.  Debtor shall not create, permit, or suffer to
exist, and shall defend the Collateral against, any lien, security interest,  or
other  encumbrance  on the  Collateral  except the security  interest of Secured
Party hereunder and Permitted Encumbrances,  as defined in the Credit Agreement,
and shall defend Debtor's rights in the Collateral and Secured Party's  security
interest in the Collateral against the claims of all persons and entities.

     Section 3.03.  Rights to Collateral.  Debtor shall do nothing to impair the
rights of Secured Party in the Collateral.

     Section  3.04.  Disposition  of  Collateral.  Except  as may  be  expressly
provided for in the Credit Agreement, Debtor shall not sell, lease, or otherwise
dispose of the Collateral or any part thereof  without the prior written consent
of Secured Party.

     Section 3.05. Further  Assurances.  At any time and from time to time, upon
the request of Secured  Party,  and at the sole expense of Debtor,  Debtor shall
promptly execute and deliver all such further instruments and documents and take
such further action as Secured Party may deem necessary or desirable to preserve
and perfect its security interest in the Collateral and carry out the provisions
and purposes of this Agreement, including, without limitation, the execution and
filing of such  financing  statements  as Secured  Party may require.  A carbon,
photographic,  or  other  reproduction  of this  Agreement  or of any  financing
statement  covering the  Collateral or any part thereof shall be sufficient as a
financing statement and may be filed as a financing statement.

     Section 3.06. Risk of Loss; Insurance.  Debtor shall be responsible for any
loss of or damage to the  Collateral.  Debtor shall maintain,  with  financially
sound and reputable  companies,  insurance  policies (i) insuring the Collateral
against loss by fire,  explosion,  theft, and such other risks and casualties as
are customarily  insured  against by companies  engaged in the same or a similar
business,  and (ii)  insuring  Debtor and Secured  Party  against  liability for
personal injury and property damage relating to the Collateral, such policies to
be in such amounts and covering such risks as are customarily insured against by
companies  engaged in the same or a similar  business,  with  losses  payable to
Debtor and Secured Party as their respective interests may appear. All insurance
with respect to the Collateral shall provide that no cancellation,  reduction in
amount,  or change in coverage  thereof shall be effective  unless Secured Party
has received thirty (30) days prior written notice thereof. Debtor shall deliver
to Secured Party copies of all insurance policies covering the Collateral or any
part thereof.

     Section 3.07.  Inspection Rights. Debtor shall permit Secured Party and its
representatives  to examine or inspect the  Collateral  wherever  located and to
examine, inspect, and copy Debtor's books and records at any reasonable time and
as often as Secured Party may desire during normal business hours.

     Section 3.08.  Notification.  Debtor shall promptly notify Secured Party of
(i) any  lien,  security  interest,  encumbrance,  or claim  made or  threatened
against the  Collateral,  other than  Permitted  Encumbrances  as defined in the
Credit  Agreement,  and (ii) any material change in the  Collateral,  including,
without limitation, any material damage to or loss of the Collateral.

     Section 3.09. Taxes. Debtor agrees to pay or discharge prior to delinquency
all taxes, assessments,  levies, and other governmental charges imposed on it or
its  property,  except Debtor shall not be required to pay or discharge any tax,
assessment,  levy,  or other  governmental  charge if (i) the amount or validity
thereof is being  contested by Debtor in good faith by  appropriate  proceedings
diligently  pursued,  (ii) such  proceedings  do not  involve  any risk of sale,
forfeiture,  or  loss of the  Collateral  or any  interest  therein,  and  (iii)
adequate  reserves  therefor have been  established in conformity with generally
accepted accounting principles.

     Section 3.10.  Books and Records;  Information.  Debtor shall keep accurate
and complete books and records of the Collateral. Debtor shall from time to time
at the  request of Secured  Party  deliver  to  Secured  Party such  information
regarding the  Collateral  and Debtor as Secured  Party may request,  including,
without limitation, lists and descriptions of the Collateral and evidence of the
identity  and  existence  of the  Collateral.  Debtor  shall  mark its books and
records to reflect the security interest of Secured Party under this Agreement.

     Section  3.11.  Location of  Collateral.  Debtor  shall not move any of the
Collateral from the location  specified herein without the prior written consent
of Secured  Party except as may be necessary in the normal  course of operations
of the Property and with proper documentation of disposition of Collateral.

     Section 3.12. Obligations. Debtor shall duly and punctually pay and perform
the Obligations.

     Section  3.13.  Organization  Changes.  Debtor  shall not  change its name,
identity, or corporate structure or management in any manner that might make any
financing statement filed in connection with this Agreement seriously misleading
unless  Debtor shall have given  Secured  Party  thirty (30) days prior  written
notice thereof and shall have taken all action deemed  necessary or desirable by
Secured Party to make each financing statement not seriously misleading.  Debtor
shall not change its principal place of business or the place where it keeps its
books and  records  unless it shall have given  Secured  Party  thirty (30) days
prior written notice thereof and shall have taken all action deemed necessary or
desirable by Secured Party to cause its security  interest in the  Collateral to
be perfected with the priority required by this Agreement.

                                   ARTICLE IV

                             RIGHTS OF SECURED PARTY

     Section 4.01. Power of Attorney.  Debtor hereby irrevocably constitutes and
appoints  Secured  Party and any  officer or agent  thereof,  with full power of
substitution,  as its true and  lawful  attorney-in-fact  with full  irrevocable
power and authority in the name of Debtor or in its own name,  to take,  any and
all action and to execute any and all  documents and  instruments  which Secured
Party  at any time  and  from  time to time  deems  necessary  or  desirable  to
accomplish the purposes of this  Agreement.  All third parties may  conclusively
rely on any action taken by Secured  Party  purporting to act in its capacity as
attorney-in-fact for Debtor.

     This power of attorney  is a power  coupled  with an interest  and shall be
irrevocable.  Secured  Party shall be under no duty to exercise or withhold  the
exercise of any of the rights,  powers,  privileges,  and options  expressly  or
implicitly  granted to Secured Party in this Agreement,  and shall not be liable
for any  failure to do so or any delay in doing so.  Secured  Party shall not be
liable for any act or  omission  or for any error of  judgment or any mistake of
fact or law in its  individual  capacity or in its capacity as  attorney-in-fact
except  acts or  omissions  resulting  from its  gross  negligence  and  willful
misconduct.  This power of attorney is conferred on Secured Party solely for the
purposes  of  enabling  Secured  Party to act on  behalf  of  Debtor in order to
perform any act that Debtor is  obligated to perform  hereunder  that Debtor has
failed or refused to perform, or for any other purpose which Secured Party deems
necessary to act  promptly to protect or preserve  its security  interest in the
Collateral.  Secured Party shall not be responsible for any decline in the value
of the Collateral and shall not be required to take any steps to preserve rights
against prior parties or to protect, preserve, or maintain any security interest
or lien given to secure the Collateral.

     Section  4.02.  Performance  by Secured Party of Debtor's  Obligations.  If
Debtor fails to perform or comply with any of its agreements  contained  herein,
Secured  Party  itself  may, at its sole  discretion,  cause or attempt to cause
performance or compliance with such agreement and the expenses of Secured Party,
together  with  interest  thereon  at the  maximum  nonusurious  per annum  rate
permitted  by  applicable  law,  shall be payable by Debtor to Secured  Party on
demand   and  shall   constitute   Obligations   secured   by  this   Agreement.
Notwithstanding  the foregoing,  it is expressly agreed that Secured Party shall
not have any liability or  responsibility  for the performance of any obligation
of Debtor under this Agreement.

     Section  4.03.  Setoff;  Property  Held by  Secured  Party.  Subject to the
provisions  of the Credit  Agreement,  which  shall  control  over any  contrary
provisions  in this  Section,  Secured Party shall have the right to set off and
apply against the Obligations, at any time and without notice to Debtor, any and
all deposits (general or special, time or demand, provisional or final) or other
sums at any  time  credited  by or  owing  from  Secured  Party  to  Debtor.  As
additional  security for the  Obligations,  Debtor hereby grants Secured Party a
security interest in all money, instruments, and other property of Debtor now or
hereafter held by Secured Party, including without limitation,  property held in
safekeeping.  In  addition  to  Secured  Party's  right of setoff and as further
security for the  Obligations,  Debtor  hereby  grants  Secured Party a security
interest in all deposits  (general or special,  time or demand,  provisional  or
final) of Debtor now or hereafter  on deposit with or held by Secured  Party and
all other sums at any time  credited by or owing from  Secured  Party to Debtor.
The rights and  remedies  of Secured  Party  hereunder  are in addition to other
rights and  remedies  (including,  without  limitation,  other rights of setoff)
which Secured Party may have.

     Section 4.04.  Assignment by Secured Party.  Secured Party may from time to
time assign the  Obligations  and any portion thereof and the Collateral and any
portion  thereof,  and the  assignee  shall be entitled to all of the rights and
remedies of Secured Party under this Agreement in relation thereto.

     Section 4.05  Financing  Statement.  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 Security Agreement (or any amendment
to either such instrument) or a carbon,  photographic,  or other reproduction of
this Security  Agreement (or amendment  thereto),  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 Security Agreement.

                                    ARTICLE V

                                     DEFAULT

     Section  5.01.  Default and  Remedies.  Upon the  occurrence of an Event of
Default (as such term is defined in the Credit  Agreement),  Secured Party shall
have the following rights and remedies:

          (a)  Secured  Party may declare the  Obligations  or any part  thereof
     immediately due and payable, without notice, demand, presentment, notice of
     dishonor, notice of acceleration, notice of intent to accelerate, notice of
     intent to demand,  protest,  or other formalities of any kind, all of which
     are hereby expressly  waived by Debtor;  provided,  however,  that upon the
     occurrence  of an  Event  of  Default  under  Section  7.01  of the  Credit
     Agreement, the Obligations shall become immediately due and payable without
     notice, demand,  presentment,  notice of dishonor,  notice of acceleration,
     notice of intent to  accelerate,  notice of intent to demand,  protest,  or
     other  formalities of any kind, all of which are hereby expressly waived by
     Debtor.

          (b) In addition to all other  rights and  remedies  granted to Secured
     Party in this Agreement and in any other instrument or agreement  securing,
     evidencing,  or relating to the  Obligations  or any part thereof,  Secured
     Party shall have all of the rights and  remedies  of a secured  party under
     the  Uniform  Commercial  Code as  adopted  by the State of Texas.  Without
     limiting the  generality  of the  foregoing,  Secured Party may (i) without
     demand or notice to Debtor,  collect,  receive,  or take  possession of the
     Collateral or any part thereof and for that purpose Secured Party may enter
     upon any  premises  on which the  Collateral  is  located  and  remove  the
     Collateral  therefrom or render it inoperable,  and/or (ii) sell, lease, or
     otherwise  dispose of the Collateral,  or any part thereof,  in one or more
     parcels at public or private sale or sales,  at Secured  Party's offices or
     elsewhere, for cash, on credit, or for future delivery. Upon the request of
     Secured  Party,  Debtor shall assemble the Collateral and make it available
     to  Secured  Party  at any  place  designated  by  Secured  Party  that  is
     reasonably  convenient  to Debtor and  Secured  Party.  Debtor  agrees that
     Secured  Party  shall  not be  obligated  to give  more  than ten (10) days
     written  notice  of the time and  place of any  public  sale or of the time
     after  which any  private  sale may take place and that such  notice  shall
     constitute  reasonable  notice of such matters.  Debtor shall be liable for
     all expenses of retaking, holding, preparing for sale, or the like, and all
     attorneys' fees, legal expenses,  and all other costs and expenses incurred
     by Secured Party in connection  with the collection of the  Obligations and
     the  enforcement of Secured  Party's rights under this  Agreement.  Secured
     Party may apply the  Collateral  against the  Obligations in such order and
     manner as Secured Party may elect in its sole discretion. Debtor waives all
     rights of marshalling in respect of the Collateral.

          (c) Secured Party may cause any or all of the Collateral held by it to
     be  transferred  into  the  name of  Secured  Party or the name or names of
     Secured Party's nominee or nominees.

                                   ARTICLE VI

                                  MISCELLANEOUS

     Section 6.01. Expenses; Indemnification. Debtor agrees to pay on demand all
costs and expenses incurred by Secured Party in connection with the preparation,
negotiation,  and execution of this Agreement  subject to any limitations in the
Credit  Agreement and any and all  amendments,  modifications,  and  supplements
hereto. Debtor agrees to pay and to hold Secured Party harmless from and against
all fees and all excise,  sales,  stamp,  and other taxes  payable in connection
with this  Agreement or the  transactions  contemplated  hereby.  Debtor  hereby
indemnifies  and holds  Secured  Party  harmless  from and  against  any and all
present and future claims,  actions,  liabilities,  and damages  arising from or
relating to this Agreement,  the Obligations,  or the Collateral,  and all costs
and expenses  (including  attorneys'  fees) incurred by Secured Party in respect
thereof.

     Section 6.02.  No Waiver;  Cumulative  Remedies.  No failure on the part of
Secured Party to exercise and no delay in  exercising,  and no course of dealing
with respect to, any right,  power,  or  privilege  under this  Agreement  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
right,  power, or privilege  under this Agreement  preclude any other or further
exercise  thereof or the exercise of any other right,  power, or privilege.  The
rights and  remedies  provided  for in this  Agreement  are  cumulative  and not
exclusive of any rights and remedies provided by law.

     Section 6.03.  Successors and Assigns. This Agreement shall be binding upon
and  inure to the  benefit  of Debtor  and  Secured  Party and their  respective
successors,  and assigns, except that Debtor may not assign any of its rights or
obligations  under this Agreement  without the prior written  consent of Secured
Party.

     Section 6.04. Notices. All notices and other communications provided for in
this Agreement shall be given as provided for in the Credit Agreement.

     Section 6.05.  APPLICABLE  LAW; VENUE;  SERVICE OF PROCESS.  THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
TEXAS AND THE  APPLICABLE  LAWS OF THE UNITED  STATES OF AMERICA.  ANY ACTION OR
PROCEEDING  AGAINST  DEBTOR UNDER OR IN  CONNECTION  WITH THIS  AGREEMENT OR ANY
OTHER  INSTRUMENT  OR  AGREEMENT  SECURING,   EVIDENCING,  OR  RELATING  TO  THE
OBLIGATIONS  OR ANY PART THEREOF MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN
HARRIS COUNTY,  TEXAS. DEBTOR HEREBY IRREVOCABLY (I) SUBMITS TO THE NONEXCLUSIVE
JURISDICTION  OF SUCH  COURTS,  AND  (II)  WAIVES  ANY  OBJECTION  IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING  BROUGHT IN SUCH
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. DEBTOR AGREES THAT SERVICE OF
PROCESS UPON IT MAY BE MADE BY  CERTIFIED OR  REGISTERED  MAIL,  RETURN  RECEIPT
REQUESTED,  AT ITS ADDRESS  SPECIFIED  HEREIN.  NOTHING IN THIS AGREEMENT OR ANY
OTHER  INSTRUMENT  OR  AGREEMENT  SECURING,   EVIDENCING,  OR  RELATING  TO  THE
OBLIGATIONS OR ANY PART THEREOF SHALL AFFECT THE RIGHT OF SECURED PARTY TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF SECURED
PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST DEBTOR OR WITH RESPECT TO ANY OF
THE COLLATERAL IN ANY STATE OR FEDERAL COURT IN ANY OTHER JURISDICTION.

     Section 6.06. Headings.  The headings,  captions,  and arrangements used in
this Agreement are for convenience only and shall not affect the  interpretation
of this Agreement.

     Section   6.07.   Survival   of   Representations   and   Warranties.   All
representations  and  warranties  made in this  Agreement or in any  certificate
delivered  pursuant  hereto  shall  survive the  execution  and delivery of this
Agreement,   and  no   investigation   by  Secured   Party   shall   affect  the
representations and warranties or the right of Secured Party to rely upon them.

     Section 6.08. Counterparts. This Agreement may be executed in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     Section  6.09.  Severability.  Any  provision  of this  Agreement  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining   provisions  of  this  Agreement,   and  any  such
prohibition  or  unenforceability  in any  jurisdiction  shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     Section 6.10. Construction.  Debtor and Secured Party acknowledge that each
of them has had the  benefit  of legal  counsel  of its own  choice and has been
afforded an opportunity to review this Agreement with its legal counsel and that
this  Agreement  shall be construed as if jointly  drafted by Debtor and Secured
Party.

     Section 6.11.  Obligations  Absolute.  The obligations of Debtor under this
Agreement  shall be  absolute  and  unconditional  and  shall  not be  released,
discharged,  reduced,  or in any way  impaired by any  circumstance  whatsoever,
including,  without  limitation,  any  amendment,  modification,  extension,  or
renewal  of this  Agreement,  the  Obligations,  the  Credit  Agreement,  or any
document  or  instrument  evidencing,  securing,  or  otherwise  relating to the
Obligations,   this  Agreement,   the  Credit  Agreement,   or  any  release  or
subordination  of collateral,  or any waiver,  consent,  extension,  indulgence,
compromise,  settlement,  or  other  action  or  inaction  in  respect  of  this
Agreement, the Obligations,  the Credit Agreement, or any document or instrument
evidencing,  securing, or otherwise relating to the Obligations, or any exercise
or failure to exercise any right, remedy, power, or privilege in respect of this
Agreement, the Credit Agreement, or the Obligations.

     Section 6.12.  Definitions.  Capitalized terms used and not defined in this
Security Agreement have the meanings specified in the Credit Agreement.

     Section 6.13. Benefit of Banks. Debtor agrees and acknowledges that Secured
Party executes this document as a Bank and as the Collateral Agent for the other
Banks  under  that  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]

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first written above.

                           DEBTOR:

                           CONTINENTAL RESOURCES, INC.


                           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>

                                   EXHIBIT "A"


                              PROPERTY DESCRIPTION