STOCK PLEDGE AGREEMENT
                          (Continental Resources, Inc.)

     This STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of March 28, 2002,
is entered into between  Continental  Resources,  Inc., an Oklahoma  corporation
("Pledgor") and Guaranty Bank, FSB, a federal savings bank, as Collateral  Agent
for the Banks under the Credit  Agreement  (as  hereinafter  defined)  ("Secured
Party"), with reference to the following:

     WHEREAS,  Pledgor  beneficially  owns one thousand (1,000) shares of common
stock,  par value  $0.50 per  share,  of  Continental  Gas,  Inc.,  an  Oklahoma
corporation  ("CGI"),  three thousand  (3,000) shares of common stock, par value
$1.00 per share,  of  Continental  Resources  of  Illinois,  Inc.,  an  Oklahoma
corporation  ("CRI"), and one thousand (1,000) shares of common stock, par value
$1.00 per share, of Continental  Crude Co., an Oklahoma  corporation  ("CCC") as
more  fully  described  on Exhibit A hereto,  which  shares  (collectively,  the
"Pledged  Shares")  constitute  one hundred  percent (100%) of the fully diluted
equity voting stock of each CGI, CRI and CCC;

     WHEREAS, the term "Credit Agreement" shall mean that certain Fourth Amended
and Restated  Credit  Agreement dated as of March 28, 2002 by and among Pledgor,
as "Borrower", 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 Banks and financial  institutions  from time to
time parties to the Credit Agreement;

     WHEREAS,  to induce  Secured  Party to grant the  extensions  of credit and
other  financial  accommodations  provided  to  Borrower  pursuant to the Credit
Agreement,  Pledgor desires to pledge,  grant,  transfer,  and assign to Secured
Party a security interest in the Collateral (as hereinafter defined) as security
for the Obligations (as hereinafter defined); and

     WHEREAS,  Pledgor will benefit  directly and indirectly  from extensions of
credit as a Borrower under the Credit Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,  covenants,
representations, and warranties set forth herein and for other good and valuable
consideration, the parties hereto agree as follows:

     1. Definitions and Construction.

          (a) Definitions. As used in this Agreement:

               "Agreement" shall mean this Stock Pledge Agreement.

               "Bankruptcy  Code" shall mean The  Bankruptcy  Reform Act of 1978
          (11 U.S.C. Sections 10l-1330), as amended or supplemented from time to
          time,  and any  successor  statute,  and all of the  rules  issued  or
          promulgated in connection therewith.

               "Borrower"  shall have the meaning ascribed thereto in the second
          recital of this Agreement.

               "Business  Day" shall have the  meaning  ascribed  thereto in the
          Credit Agreement.

               "CCC"  shall  have the  meaning  ascribed  thereto  in the  first
          recital to this Agreement.

               "CGI"  shall  have the  meaning  ascribed  thereto  in the  first
          recital to this Agreement.

               "Collateral"  shall mean the Pledged  Shares,  the Future Rights,
          and the Proceeds, collectively.

               "Credit Agreement" shall have the meaning ascribed thereto in the
          second recital of this Agreement.

               "CRI"  shall  have the  meaning  ascribed  thereto  in the  first
          recital to this Agreement.

               "Event of Default" shall have the meaning ascribed thereto in the
          Credit Agreement.

               "Future Rights" shall mean Borrower's interest in: (a) all shares
          of, all securities convertible or exchangeable into, and all warrants,
          options or other rights to purchase shares of stock of (i) CCC, CGI or
          CRI (other than the Pledged Shares),  and (ii) any Person which, after
          the date of this  Agreement,  becomes a direct  Subsidiary of Borrower
          and is  incorporated  under the laws of any state of the United States
          from time to time held or acquired by Borrower in any manner;  and (b)
          the certificates or instruments  representing such additional  shares,
          convertible or exchangeable securities, warrants, and other rights and
          all dividends, cash, options, warrants, rights, instruments, and other
          property  or  proceeds  from  time to time  received,  receivable,  or
          otherwise  distributed  in respect of or in exchange for any or all of
          such shares.

               "Holder" and "Holders" shall have the meanings  ascribed  thereto
          in Section 3 of this Agreement.

               "Lien"  shall  mean  any  lien,  mortgage,   pledge,   assignment
          (including  any  assignment  of rights to receive  payments of money),
          security  interest,  charge, or encumbrance of any kind (including any
          conditional sale or other title retention agreement,  any lease in the
          nature thereof, or any agreement to give any security interest).

               "Loan  Documents"  shall have the meaning ascribed thereto in the
          Credit Agreement.

               "Obligations"  shall  mean  the  "Obligations"  as  that  term is
          defined in the Credit Agreement.

               "Person"  shall have the meaning  ascribed  thereto in the Credit
          Agreement.

               "Pledgor" shall have the meaning ascribed thereto in the preamble
          to this Agreement.

               "Pledged  Shares" shall have the meaning  ascribed thereto in the
          first recital of this Agreement.

               "Proceeds"  shall  mean  all  proceeds   (including  proceeds  of
          proceeds) of the Pledged  Shares and Future Rights  including all: (a)
          rights,  benefits,   distributions,   premiums,   profits,  dividends,
          interest,  cash, instruments,  documents of title, accounts,  contract
          rights, inventory,  equipment, general intangibles,  deposit accounts,
          chattel  paper,  and  other  property  from  time  to  time  received,
          receivable, or otherwise distributed in respect of or in exchange for,
          or as a  replacement  of or a  substitution  for,  any of the  Pledged
          Shares, Future Rights, or proceeds thereof (including any cash, stock,
          or other securities or instruments) issued after any recapitalization,
          readjustment,  reclassification,  merger or consolidation with respect
          to  CCC,  CGI  or  CRI;  (b)  proceeds  of any  insurance,  indemnity,
          warranty,  or guaranty (including guaranties of delivery) payable from
          time to time with respect to any of the Pledged Shares, Future Rights,
          or proceeds thereof; (c) payments (in any form whatsoever) made or due
          and  payable  to  Pledgor  from  time to time in  connection  with any
          requisition, confiscation,  condemnation, seizure or forfeiture of all
          or any part of the Pledged Shares, Future Rights, or proceeds thereof;
          and (d) other  amounts  from time to time paid or payable  under or in
          connection with any of the Pledged Shares,  Future Rights, or proceeds
          thereof.

               "Secured  Party" shall have the meaning  ascribed  thereto in the
          preamble to this Agreement.

               "Securities  Act"  shall  have the  meaning  ascribed  thereto in
          Section 9(b) of this Agreement.

               "Subsidiary"  shall  have the  meaning  ascribed  thereto  in the
          Credit Agreement.

All initially capitalized terms used herein and not otherwise defined shall have
the meaning ascribed thereto in the Credit Agreement.

          (b) Construction.

               (i)  Unless  the  context  of  this  Agreement  clearly  requires
          otherwise,  references to the plural  includes the singular and to the
          singular  include the  plural,  the part  include the whole,  the term
          "including"  is not  limiting,  and the term  "or" has,  except  where
          otherwise  indicated,  the inclusive meaning represented by the phrase
          "and/or." The words "hereof,"  "herein,"  "hereby,"  "hereunder,"  and
          other similar  terms in this  Agreement  refer to this  Agreement as a
          whole  and  not  exclusively  to  any  particular  provision  of  this
          Agreement.   Article,  section,  subsection,   exhibit,  and  schedule
          references are to this Agreement  unless otherwise  specified.  All of
          the exhibits or schedules  attached to this Agreement  shall be deemed
          incorporated  herein  by  reference.  Any  reference  to  any  of  the
          following  documents  includes  any and all  alterations,  amendments,
          extensions,   modifications,   renewals,  or  supplements  thereto  or
          thereof, as applicable:  this Agreement, the Credit Agreement, and any
          of the other Loan Documents.

               (ii)  Neither this  Agreement  nor any  uncertainty  or ambiguity
          herein  shall  be  construed  or  resolved  against  Secured  Party or
          Pledgor,  whether under any rule of construction or otherwise.  On the
          contrary,  this Agreement has been reviewed by both of the parties and
          their  respective  counsel  and  shall be  construed  and  interpreted
          according  to the  ordinary  meaning of the words used so as to fairly
          accomplish the purposes and intentions of the parties hereto.

               (iii) In the event of any direct  conflict  between  the  express
          terms and  provisions of this  Agreement and of the Credit  Agreement,
          the terms and provisions of the Credit Agreement shall control.

     2.  Pledge.  As  security  for the prompt  payment and  performance  of the
Obligations in full when due,  whether at stated  maturity,  by  acceleration or
otherwise  (including amounts that would become due but for the operation of the
automatic  stay under Section  362(a) of the  Bankruptcy  Code),  Pledgor hereby
pledges, grants,  transfers, and assigns to Secured Party a security interest in
all of Pledgor's right, title, and interest in and to the Collateral.

     3. Delivery and Registration of Collateral.

          (a) All  certificates  or instruments  representing  or evidencing the
     Collateral  shall be  promptly  delivered  by Pledgor  to Secured  Party or
     Secured  Party's  designee  pursuant  hereto at a  location  designated  by
     Secured Party and shall be held by or on behalf of Secured  Party  pursuant
     hereto, and shall be in suitable form for transfer by delivery, or shall be
     accompanied  by duly  executed  instruments  of transfer or  assignment  in
     blank, all in form and substance satisfactory to Secured Party.

          (b) After the  occurrence  and during the  continuance  of an Event of
     Default,  Secured Party shall have the right, at any time in its discretion
     and without  notice to Pledgor,  to transfer to or to register on the books
     of  CCC,  CGI  and/or  CRI,  as the  case  may be (or of any  other  Person
     maintaining  records with respect to the Collateral) in the name of Secured
     Party or any of its  nominees  any or all of the  Collateral.  In addition,
     Secured Party shall have the right at any time to exchange  certificates or
     instruments  representing  or evidencing  Collateral  for  certificates  or
     instruments of smaller or larger denominations.

          (c) If, at any time and from time to time, any  Collateral  (including
     any certificate or instrument representing or evidencing any Collateral) is
     in the  possession  of a Person  other  than  Secured  Party or  Pledgor (a
     "Holder"),  then Pledgor  shall  immediately,  at Secured  Party's  option,
     either  cause  such   Collateral  to  be  delivered  into  Secured  Party's
     possession,  or execute and deliver to such Holder a written  notification/
     instruction,  and take all other steps  necessary  to perfect the  security
     interest of Secured Party in such Collateral, including obtaining from such
     Holder a written  acknowledgment that such Holder holds such Collateral for
     Secured Party, all pursuant to the applicable laws governing the perfection
     of Secured Party's security interest in the Collateral in the possession of
     such Holder. Each such notification/instruction and acknowledgment shall be
     in form and substance satisfactory to Secured Party.

          (d)  Subject  to the  provisions  in  Section  4  hereof,  any and all
     Collateral (including dividends, interest, and other cash distributions) at
     any time  received or held by Pledgor shall be so received or held in trust
     for Secured  Party,  shall be  segregated  from other funds and property of
     Pledgor and shall be forthwith  delivered to Secured Party in the same form
     as so received or held, with any necessary endorsements.

          (e) If at any time and from time to time any Collateral consists of an
     uncertificated  security  or a security in book entry  form,  then  Pledgor
     shall immediately cause such Collateral to be registered or entered, as the
     case may be, in the name of  Secured  Party,  or  otherwise  cause  Secured
     Party's  security  interest  thereon to be  perfected  in  accordance  with
     applicable law.

     4. Voting Rights and Dividends.

          (a) So  long  as no  Event  of  Default  shall  have  occurred  and be
     continuing,  Pledgor  shall be entitled to exercise  any and all voting and
     other  consensual  rights  pertaining to the Collateral or any part thereof
     for any purpose not inconsistent with the terms of the Credit Agreement and
     shall be entitled to receive and retain any cash dividends or distributions
     paid in  respect of the  Collateral  as may be  permitted  under the Credit
     Agreement.

          (b) Upon the  occurrence  and  during the  continuance  of an Event of
     Default,  all rights of Pledgor to exercise the voting and other consensual
     rights or receive and retain cash dividends or distributions which it would
     otherwise  be entitled to  exercise  or receive and retain,  as  applicable
     pursuant to Section 4(a) shall cease,  and all such rights shall  thereupon
     become vested in Secured Party,  who shall thereupon have the sole right to
     exercise such voting or other  consensual  rights and to receive and retain
     such cash  dividends and  distributions.  Pledgor shall execute and deliver
     (or cause to be executed and  delivered)  to Secured Party all such proxies
     and other  instruments  as Secured  Party may  request  for the  purpose of
     enabling  Secured Party to exercise the voting and other rights which it is
     entitled to exercise pursuant to this subsection (b).

     5.  Representations  and  Warranties.  Pledgor  represents,  warrants,  and
covenants as follows:

          (a) Pledgor has taken all steps it deems  necessary or  appropriate to
     be informed on a continuing basis of changes or potential changes affecting
     the  Collateral  (including  rights of conversion  and exchange,  rights to
     subscribe,  payment  of  dividends,  reorganizations  or  recapitalization,
     tender  offers and voting  rights),  and Pledgor  agrees that Secured Party
     shall have no responsibility or liability for informing Pledgor of any such
     changes or  potential  changes or for taking any action or omitting to take
     any action with respect thereto;

          (b) All information  herein or hereafter  supplied to Secured Party by
     or on behalf of Pledgor in writing with respect to the Collateral is, or in
     the case of information  hereafter  supplied will be, accurate and complete
     in all material respects;

          (c) Except as pledged,  granted,  transferred and assigned  hereunder,
     Pledgor  is  and  will  be the  sole  legal  and  beneficial  owner  of the
     Collateral  (including the Pledged Shares and all other Collateral acquired
     by Pledgor  after the date  hereof)  free and clear of any  adverse  claim,
     Lien, or other right, title, or interest of any party;

          (d) This  Agreement,  and the delivery to Secured Party of the Pledged
     Shares  representing  Collateral  (or the  delivery  to all  Holders of the
     Pledged  Shares  representing  Collateral  of the  notification/instruction
     referred to in Section 3 of this  Agreement),  creates a valid,  perfected,
     and first priority  security  interest in one hundred percent (100%) of the
     Pledged  Shares  in  favor  of  Secured  Party  securing   payment  of  the
     Obligations, and all actions necessary to achieve such perfection have been
     duly taken;

          (e)  Schedule A to this  Agreement is true and correct and complete in
     all material  respects;  without  limiting the generality of the foregoing:
     (i) all the Pledged Shares are in  certificated  form,  and,  except to the
     extent  registered in the name of Secured Party or its nominee  pursuant to
     the  provisions of this  Agreement,  are registered in the name of Pledgor;
     and (ii) the Pledged  Shares  constitute at least the percentage of all the
     fully diluted issued and outstanding shares of stock of CCC, CGI and CRI as
     set forth in Schedule A to this Agreement;

          (f) There are no presently existing Future Rights or Proceeds owned by
     Pledgor;

          (g) The Pledged  Shares have been duly  authorized  and validly issued
     and are fully paid and nonassessable; and

          (h) Neither the pledge of the  Collateral  pursuant to this  Agreement
     nor the  extensions  of  credit  represented  by the  Obligations  violates
     Regulation  G, T, U or X of the Board of Governors  of the Federal  Reserve
     System.

     6. Further Assurances.

          (a) Pledgor  agrees that from time to time, at the expense of Pledgor,
     Pledgor  will  promptly  execute and deliver  all further  instruments  and
     documents,  and take all further action that may be necessary or desirable,
     or that  Secured  Party may  request,  in order to perfect  and protect any
     security  interest  granted or purported to be granted  hereby or to enable
     Secured  Party to exercise  and enforce its rights and  remedies  hereunder
     with respect to any  Collateral.  Without  limiting the  generality  of the
     foregoing,  Pledgor  will:  (i) at  the  request  of  Secured  Party,  mark
     conspicuously  each of its  records  pertaining  to the  Collateral  with a
     legend,  in form and substance  satisfactory  to Secured Party,  indicating
     that such  Collateral is subject to the security  interest  granted hereby;
     (ii)  execute  and file  such  financing  or  continuation  statements,  or
     amendments  thereto,  and such  other  instruments  or  notices,  as may be
     necessary  or  desirable,  or as  Secured  Party may  request,  in order to
     perfect and  preserve  the  security  interests  granted or purported to be
     granted  hereby;  (iii) as more  fully set forth in the  Credit  Agreement,
     allow  inspection of the Collateral by Secured Party or Persons  designated
     by Secured  Party;  and (iv) appear in and defend any action or  proceeding
     that may affect Pledgor's title to or Secured Party's security  interest in
     the Collateral.

          (b)  Pledgor  hereby  authorizes  Secured  Party  to file  one or more
     financing or continuation statements,  and amendments thereto,  relative to
     all or any part of the  Collateral  without the  signature of Pledgor where
     permitted  by law and in any form or  medium  provided  by law.  A  carbon,
     photographic,  or  other  reproduction  of this  Agreement,  and  amendment
     thereto or any financing statement (whether original or amendment) covering
     the  Collateral  or any part  thereof  shall be  sufficient  as a financing
     statement where permitted by law.

          (c) Pledgor will furnish to Secured Party, upon the request of Secured
     Party: (1) a certificate  executed by an authorized officer of Pledgor, and
     dated as of the date of delivery to Secured Party, itemizing in such detail
     as Secured Party may request,  the Collateral which, as of the date of such
     certificate, has been delivered to Secured Party by Pledgor pursuant to the
     provisions  of this  Agreement;  and (ii)  such  statements  and  schedules
     further identifying and describing the Collateral and such other reports in
     connection with the Collateral as Secured Party may request.

     7. Covenants of Pledgor. Pledgor shall:

          (a)  Perform  each and  every  covenant  hereunder  and in the  Credit
     Agreement;

          (b) At all  times  keep  at  least  one  complete  set of its  records
     concerning  substantially  all of the  Collateral  at its  chief  executive
     office at 302 N.  Independence,  Suite 300, Enid,  Oklahoma 73701,  and not
     change the location of its chief  executive  office or such records without
     giving  Secured  Party at least  thirty  (30)  days  prior  written  notice
     thereof;

          (c) To the  extent it may  lawfully  do so,  use its best  efforts  to
     prevent CCC, CGI and CRI from issuing Future Rights or Proceeds; and

          (d) Upon receipt by Pledgor of any material notice,  report,  or other
     communication  from CCC,  CGI or CRI or any Holder  relating  to all or any
     part of the Collateral,  deliver such notice, report or other communication
     to Secured  Party as soon as possible,  but in no event later than five (5)
     Business Days following the receipt thereof by Pledgor.

     8. Secured Party as Pledgor's Attorney-in-Fact.

          (a) Pledgor  hereby  irrevocably  appoints  Secured Party as Pledgor's
     attorney-in-fact, with full authority in the place and stead of Pledgor and
     in the name of Pledgor,  Secured Party or  otherwise,  from time to time at
     Secured  Party's  discretion,  to  take  any  action  and  to  execute  any
     instrument that Secured Party may deem necessary or advisable to accomplish
     the purposes of this  Agreement,  including:  (i) after the  occurrence and
     during the  continuance of an Event of Default,  to receive,  endorse,  and
     collect all instruments made payable to Pledgor  representing any dividend,
     interest payment or other  distribution in respect of the Collateral or any
     part thereof to the extent  permitted  hereunder and to give full discharge
     for the  same  and to  execute  and  file  governmental  notifications  and
     reporting forms; (ii) to issue any notifications/instructions Secured Party
     deems necessary pursuant to Section 3 of this Agreement; or (iii) after the
     occurrence and during the  continuance  of an Event of Default,  to arrange
     for the  transfer  of the  Collateral  on the books of Pledgor or any other
     Person  to the name of  Secured  Party or to the  name of  Secured  Party's
     nominee.

          (b) In  addition  to the  designation  of Secured  Party as  Pledgor's
     attorney-in-fact  in subsection (a),  Pledgor hereby  irrevocably  appoints
     Secured Party as Pledgor's agent and  attorney-in-fact to make, execute and
     deliver  any and all  documents  and  writings  which may be  necessary  or
     appropriate  for approval of, or be required by, any  regulatory  authority
     located in any city,  county,  state or country  where  Pledgor or Borrower
     engages in business,  in order to transfer or to more effectively  transfer
     any of the Pledged  Shares or  otherwise  enforce  Secured  Party's  rights
     hereunder.

     9. Remedies upon Default. Upon the occurrence and during the continuance of
an Event of Default:

          (a)  Secured  Party may  exercise  in  respect of the  Collateral,  in
     addition to other  rights and  remedies  provided  for herein or  otherwise
     available to it, all the rights and remedies of a secured  party on default
     under the Texas  Business and Commerce Code (the "Code")  (irrespective  of
     whether the Code applies to the affected items of Collateral),  and Secured
     Party  may  also  without  notice  (except  as  specified  below)  sell the
     Collateral  or any part thereof in one or more parcels at public or private
     sale, at any exchange,  broker's board or at any of Secured Party's offices
     or elsewhere,  for cash, on credit or for future delivery,  at such time or
     times and at such  price or prices  and upon such  other  terms as  Secured
     Party may deem commercially  reasonable,  irrespective of the impact of any
     such sales on the market  price of the  Collateral.  To the maximum  extent
     permitted by applicable  law,  Secured Party may be the purchaser of any or
     all of the  Collateral  at any such  sale and  shall be  entitled,  for the
     purpose of bidding and making  settlement or payment of the purchase  price
     for all or any portion of the  Collateral  sold at any such public sale, to
     use and apply all or any part of the  Obligations as a credit on account of
     the purchase price of any Collateral  payable at such sale.  Each purchaser
     at any such sale  shall hold the  property  sold  absolutely  free from any
     claim or right on the part of Pledgor,  and Pledgor  hereby  waives (to the
     extent permitted by law) all rights of redemption,  stay, or appraisal that
     it now has or may at any time in the  future  have under any rule of law or
     statute now  existing or hereafter  enacted.  Pledgor  agrees that,  to the
     extent  notice of sale shall be required by law, at least ten (10) calendar
     days notice to Pledgor of the time and place of any public sale or the time
     after  which  a  private  sale is to be made  shall  constitute  reasonable
     notification.  Secured  Party  shall not be  obligated  to make any sale of
     Collateral  regardless  of notice of sale having been given.  Secured Party
     may adjourn any public or private sale from time to time by announcement at
     the time and place  fixed  therefor,  and such sale  may,  without  further
     notice, be made at the time and place to which it was so adjourned.  To the
     maximum extent  permitted by law,  Pledgor hereby waives any claims against
     Secured Party arising  because the price at which any  Collateral  may have
     been sold at such a private  sale was less than the price  that  might have
     been  obtained at a public sale,  even if Secured  Party  accepts the first
     offer received and does not offer such Collateral to more than one offeree.

          (b) Pledgor hereby  acknowledges that the sale by Secured Party of any
     Collateral  pursuant to the terms hereof in compliance  with the Securities
     Act of  1933 as now in  effect  or as  hereafter  amended,  or any  similar
     statute  hereafter  adopted with similar purpose or effect (the "Securities
     Act"), as well as applicable  "Blue Sky" or other state securities laws may
     require  strict  limitations as to the manner in which Secured Party or any
     subsequent  transferee  of the  Collateral  may  dispose  thereof.  Pledgor
     acknowledges  and agrees that in order to protect Secured Party's  interest
     it may be necessary to sell the Collateral at a price less than the maximum
     price  attainable  if a sale were  delayed or were made in another  manner,
     such  as a  public  offering  under  the  Securities  Act.  Pledgor  has no
     objection to sale in such a manner and agrees that Secured Party shall have
     no  obligation  to obtain the maximum  possible  price for the  Collateral.
     Without limiting the generality of the foregoing, Pledgor agrees that, upon
     the occurrence and during the continuation of an Event of Default,  Secured
     Party may, subject to applicable law, from time to time attempt to sell all
     or any part of the  Collateral  by a  private  placement,  restricting  the
     bidders and  prospective  purchasers to those who will  represent and agree
     that they are purchasing for investment only and not for  distribution.  In
     so doing,  Secured  Party may solicit  offers to buy the  Collateral or any
     part thereof for cash, from a limited number of investors deemed by Secured
     Party to be institutional  investors or other responsible parties who might
     be interested in purchasing the Collateral.  If Secured Party shall solicit
     such  offers,  then the  acceptance  by Secured  Party of one of the offers
     shall be deemed to be a  commercially  reasonable  method of disposition of
     the Collateral.

          (c) If Secured Party shall determine to exercise its right to sell all
     or any portion of the Collateral  pursuant to this Section,  Pledgor agrees
     that upon request of Secured Party, Pledgor will, at its own expense:

               (i) use its best efforts to execute and  deliver,  and cause CCC,
          CGI and CRI and the  directors  and  officers  thereof to execute  and
          deliver, all such instruments and documents,  and to do or cause to be
          done all such other acts and things,  as may be  necessary  or, in the
          opinion of Secured Party,  advisable to register such Collateral under
          the  provisions of the Securities  Act, and to cause the  registration
          statement relating thereto to become effective and to remain effective
          for such period as  prospectuses  are required by law to be furnished,
          and to make all amendments and supplements  thereto and to the related
          prospectuses  which, in the opinion of Secured Party, are necessary or
          advisable,  all in conformity with the  requirements of the Securities
          Act and the rules  and  regulations  of the  Securities  and  Exchange
          Commission applicable thereto;

               (ii) use its best  efforts to qualify  the  Collateral  under the
          state  securities  laws or "Blue Sky" laws and to obtain all necessary
          governmental approvals for the sale of the Collateral, as requested by
          Secured Party;

               (iii)  make  available  to  its  security  holders,  as  soon  as
          practicable,  an earnings  statement which will satisfy the provisions
          of Section II (a) of the Securities Act;

               (iv)  execute and deliver to any person,  entity or  governmental
          authority  as Secured  Party may  choose,  any and all  documents  and
          writings  which may be necessary or  appropriate  for approval,  or be
          required by, any  regulatory  authority  located in any city,  county,
          state or  country  where  Pledgor  engages  in  business,  in order to
          transfer  or to  more  effectively  transfer  the  Pledged  Shares  or
          otherwise enforce Secured Party's rights hereunder; and

               (v) do or cause to be done all such  other acts and things as may
          be necessary to make such sale of the  Collateral  or any part thereof
          valid and binding and in compliance with applicable law.

Pledgor  acknowledges  that there is no adequate remedy at law for failure by it
to comply with the provisions of this Section and that such failure would not be
adequately  compensable  in damages,  and therefore  agrees that its  agreements
contained in this Section may be specifically enforced.

     10.  Secured  Party:  Duties:  Standard of Care.  The powers  conferred  on
Secured Party  hereunder  are solely to protect its interests in the  Collateral
and shall not impose on it any duty to exercise such powers.

     11. Choice of Law; Consent to Jurisdiction.

          (a) THE VALIDITY OF THIS AGREEMENT,  ITS CONSTRUCTION,  INTERPRETATION
     AND ENFORCEMENT,  AND THE RIGHTS OF THE PARTIES HERETO, SHALL BE DETERMINED
     UNDER,  GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH THE INTERNAL LAWS OF
     THE STATE OF TEXAS.

          (b) THE  PARTIES  AGREE  THAT ALL  ACTIONS OR  PROCEEDINGS  ARISING IN
     CONNECTION  WITH THIS  AGREEMENT  SHALL BE TRIED AND LITIGATED  ONLY IN THE
     STATE AND FEDERAL  COURTS  LOCATED IN THE COUNTY OF HARRIS,  STATE OF TEXAS
     OR,  AT THE SOLE  OPTION OF  SECURED  PARTY,  IN ANY  OTHER  COURT IN WHICH
     SECURED PARTY SHALL INITIATE LEGAL OR EQUITABLE  PROCEEDINGS  AND WHICH HAS
     SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. PLEDGOR WAIVES,
     TO THE EXTENT  PERMITTED  UNDER  APPLICABLE  LAW,  ANY RIGHT IT MAY HAVE TO
     ASSERT THE  DOCTRINE OF FORUM NON  CONVENIENS  OR TO OBJECT TO VENUE TO THE
     EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 11.

     12.  Amendments:  etc.  No  amendment  or waiver of any  provision  of this
Agreement nor consent to any departure by Pledgor  herefrom,  shall in any event
be  effective  unless the same shall be in writing and signed by Secured  Party,
and then such waiver or consent shall be effective only in the specific instance
and for the specific  purpose for which given. No failure on the part of Secured
Party to exercise,  and no delay in exercising  any right under this  Agreement,
the Credit Agreement, or otherwise with respect to any of the Obligations, shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right under this Agreement,  the Credit Agreement,  or otherwise with respect to
any of the  Obligations  preclude any other or further  exercise  thereof or the
exercise of any other right.  The remedies  herein provided in this Agreement or
otherwise  with  respect  to any of  the  Obligations  are  cumulative  and  not
exclusive of any remedies provided by law.

     13. Notices.  Unless otherwise  specifically provided herein, any notice or
other  communication  herein required or permitted to be given shall be given in
accordance with the terms of Section 9.03 of the Credit Agreement.

     14. Continuing Security Interest.  This Agreement shall create a continuing
security  interest  in the  Collateral  and shall:  (i) remain in full force and
effect until the indefeasible  payment in full of the Obligations,  and the full
and final  termination of any commitment to extend any financial  accommodations
under the Credit  Agreement;  (ii) be binding upon Pledgor,  its  successors and
assigns;  and (iii)  inure to the benefit of Secured  Party and its  successors,
transferees,  and  assigns.  Upon  the  indefeasible  payment  in  full  of  the
Obligations,  and the full and final termination of any commitment to extend any
financial  accommodations  under the Credit  Agreement,  the security  interests
granted  hereby shall  automatically  terminate and all rights to the Collateral
shall  revert to Pledgor.  Upon any such  termination,  Secured  Party will,  at
Pledgor's  expense,  execute and deliver to Pledgor  such  documents  as Pledgor
shall reasonably request to evidence such termination and will return to Pledgor
all certificates or instruments representing or evidencing the Collateral,  then
in the Secured Party's  possession.  Such documents shall be prepared by Pledgor
and shall be in form and substance satisfactory to Secured Party.

     15. Security Interest Absolute. To the maximum extent permitted by law, all
rights of Secured Party and security interests hereunder, and all obligations of
the Pledgor hereunder, shall be absolute and unconditional irrespective of:

          (a) any lack of validity or  enforceability  of any of the Obligations
     or any other agreement or instrument relating thereto, including the Credit
     Agreement or any of the other Loan Documents; or

          (b) any change in the time,  manner or place of payment  of, or in any
     other term of, all or any of the  Obligations,  or any other  amendment  or
     waiver of or any consent to any departure from the Credit  Agreement or any
     of the other Loan Documents,  or any other agreement or instrument relating
     thereto; or

          (c) any exchange,  release or  non-perfection of any other collateral,
     or any release or amendment  or waiver of or consent to departure  from any
     guaranty for all or any of the Obligations.

To the maximum  extent  permitted  by law,  Pledgor  hereby  waives any right to
require  Secured  Party to pursue  any other  remedy in  Secured  Party's  power
whatsoever.

     16.  Headings.  Section  and  subsection  headings  in this  Agreement  are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Agreement or be given any substantive effect.

     17.  Severability.  In case  any  provision  in or  obligation  under  this
Agreement shall be invalid,  illegal or unenforceable in any  jurisdiction,  the
validity,   legality  and   enforceability   of  the  remaining   provisions  or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

     18.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one and the same Agreement.

     19. Waiver of Marshaling.  Pledgor and Secured Party  acknowledge and agree
that in  exercising  any rights  under or with  respect to the  Collateral:  (i)
Secured Party is under no obligation  to marshal any  collateral  pledged to it;
(ii) may, in its absolute discretion,  realize upon such Collateral in any order
and in any manner it so elects; and (iii) may, in its absolute discretion, apply
the proceeds of any or all of such Collateral to the obligations  secured by the
Collateral in any order and in any manner it so elects.

     20.  Benefit of All Banks.  Pledgor  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, Pledgor and Secured Party have caused this Agreement to
be duly executed and delivered by their officers thereunto duly authorized as of
the date first above written.


                              BORROWER:

                              CONTINENTAL RESOURCES, INC.,
                              an Oklahoma corporation


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


                              SECURED PARTY:

                              GUARANTY BANK, FSB,
                              a federal savings bank, as Collateral Agent


                              By:  RICHARD MENCHACA
                                   Richard Menchaca, Vice President


                                                      SCHEDULE A

                                                            TO

                                                  STOCK PLEDGE AGREEMENT

                                                      Pledged Shares
<TABLE>
<CAPTION>
                                                                         Former Name, if   Pledgor's
                                      Number of           Certificate     any, in which    Percentage   Jurisdiction of
                   Issuer              Shares      Class   Number(s)   Certificate Issued  Ownership     Incorporation
                   ------              ------      -----   ---------   ------------------  ---------     -------------
<S>                                     <C>       <C>          <C>             <C>            <C>          <C>
Continental Gas, Inc.                   1,000     Common       #2              N/A            100%         Oklahoma
Continental Resources of Illinois,
Inc.                                    3,000     Common       #1              N/A            100%         Oklahoma
Continental Crude Co.                   1,000     Common       #1              N/A            100%         Oklahoma
</TABLE>