Exhibit 10.4
                                    GUARANTY

      THIS GUARANTY (this "Guaranty") is dated as of December 22, 2003, by QUEST
RESOURCE CORPORATION, a Nevada corporation  ("Guarantor"),  in favor of CHEROKEE
ENERGY PARTNERS LLC, a Delaware limited liability company ("Cherokee").

                              W I T N E S S E T H:
                              -------------------


      WHEREAS,  Cherokee is acquiring  certain  Class A membership  interests in
Quest Cherokee,  LLC, a Delaware limited  liability  company ("Quest  Cherokee")
pursuant to that certain  Membership  Interest  Purchase  Agreement (the "Member
Purchase  Agreement")  dated  December  22,  2003 by and among  Cherokee,  Quest
Cherokee,  Quest Oil & Gas  Corporation,  a Kansas  corporation  ("QOG"),  Quest
Energy  Service,  Inc., a Kansas  corporation  ("QES"),  STP Cherokee,  Inc., an
Oklahoma corporation  ("STPC"),  Ponderosa Gas Pipeline Company,  Inc., a Kansas
corporation  ("PGPC"),  Producers  Service,  Incorporated,  a Kansas corporation
("PSI"),  and J-W Gas  Gathering,  L.L.C.,  a Kansas limited  liability  company
("JW",   and  together   with  QOG,  QES,   STPC,   PGPC  and  PSI,  the  "Quest
Subsidiaries").

      WHEREAS,  in  connection  with the Member  Purchase  Agreement,  the Quest
Subsidiaries  are parties to those  agreements  described  on Exhibit A attached
hereto   (together  with  the  Member   Purchase   Agreement,   the  "Obligation
Documents"); and

      WHEREAS,  as a condition  to Cherokee  entering  into the Member  Purchase
Agreement, Guarantor is obligated to execute and deliver this Guaranty; and

      WHEREAS,  the board of directors of Guarantor has determined that valuable
benefits will be derived by it as a result of the Member Purchase Agreement; and

      WHEREAS,   the  board  of  directors  of  Guarantor  has  determined  that
Guarantor's execution,  delivery and performance of this Guaranty may reasonably
be expected to benefit  Guarantor,  directly or indirectly,  and are in the best
interests of Guarantor; and

      WHEREAS, Guarantor has further determined that the benefits accruing to it
from the Obligation  Documents exceed  Guarantor's  anticipated  liability under
this Guaranty.

      NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby  acknowledged  and confessed,  Guarantor  hereby  covenants and
agrees as follows:

     1. Guarantor hereby absolutely and  unconditionally  guarantees the prompt,
complete  and full  payment and  performance  when due, no matter how such shall
become  due,  of  the  Obligations,   and  further  guarantees  that  the  Quest
Subsidiaries  will  properly  and  timely  perform  the  Obligations,  including
satisfaction of any payment and indemnification  obligations thereunder. As used
herein,  "Obligations" shall mean, collectively,  the payment and performance by
the Quest Subsidiaries of (i) all payment and indemnity obligations of the Quest
Subsidiaries  created under and evidenced by the  Obligation  Documents and (ii)
with respect to the LLC Agreement  described on Exhibit A (the "LLC  Agreement")
that  is  a  part  of  the  Obligation  Documents,  all  payment  and  indemnity
obligations together with any obligations


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regarding  Defects (as defined in the LLC  Agreement) and any  distributions  or
allocations  owing in  connection  therewith,  for the benefit of Cherokee,  its
successors and permitted transferees and assignees.

     2. If  Guarantor  is or becomes  liable for any of the  Obligations  or any
other  obligations  under the  Obligation  Documents  otherwise  than under this
Guaranty, such liability shall not be in any manner impaired or affected hereby,
and the rights of Cherokee  hereunder  shall be  cumulative of any and all other
rights that Cherokee may ever have against  Guarantor.  The exercise by Cherokee
of any right or remedy  hereunder  or under any other  instrument,  at law or in
equity,  shall not preclude the  concurrent or subsequent  exercise of any other
right or remedy.

     3.  In the  event  of  default  or  breach  by the  Quest  Subsidiaries  in
performance  of the  Obligations,  or any part  thereof,  when such  Obligations
become due,  either by their terms or as the result of the exercise of any power
to accelerate or to compel performance,  Guarantor shall, on demand, and without
further notice of dishonor and without any notice having been given to Guarantor
previous to such demand of the  acceptance  by  Cherokee of this  Guaranty,  and
without any notice having been given to such  Guarantor  previous to such demand
of the creating or incurring of such  Obligations,  perform such  Obligations as
set forth in this Guaranty, and it shall not be necessary for Cherokee, in order
to enforce such payment by Guarantor,  first,  to institute  suit or exhaust its
remedies against the Quest Subsidiaries or others liable on such Obligations, to
have the Quest Subsidiaries joined with Guarantor in any suit brought under this
Guaranty or to enforce their rights  against any security  which shall ever have
been given to secure  such  Obligations;  provided,  however,  that in the event
Cherokee  elects to enforce  and/or  exercise  any  remedies it may possess with
respect to any security for the  Obligations  prior to demanding  payment and/or
performance from Guarantor,  Guarantor shall nevertheless be obligated hereunder
for any and all sums still owing to Cherokee on the  Obligations  and not repaid
or recovered  incident to the exercise of such remedies and for  performance  of
all Obligations not performed.

     4.  Notice to  Guarantor  of the  acceptance  of this  Guaranty  and of the
making,  renewing or assignment of the  Obligations  and each item thereof,  are
hereby expressly waived by Guarantor.

     5. Any payment on the Obligations  shall be deemed to have been made by the
Quest  Subsidiaries  unless  express  written notice is given to Cherokee at the
time of such payment that such payment is made by Guarantor as specified in such
notice.

     6. If all or any part of the Obligations at any time are secured, Guarantor
agrees that  Cherokee may at any time and from time to time,  at its  discretion
and with or without valuable consideration,  allow substitution or withdrawal of
collateral  or other  security  and  release  collateral  or other  security  or
compromise or settle any amount due or owing under the  Obligation  Documents or
amend or modify in whole or in part the Obligation  Documents in accordance with
the terms thereof without  impairing or diminishing the obligations of Guarantor
hereunder.  Guarantor further agrees that if the Quest  Subsidiaries  execute in
favor  of  Cherokee  any  collateral  agreement,   mortgage  or  other  security
instrument, the exercise by Cherokee of any right or remedy thereby conferred on
Cherokee shall be wholly discretionary with Cherokee, and


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that the  exercise or failure to exercise  any such right or remedy  shall in no
way impair or diminish the obligation of Guarantor hereunder.  Guarantor further
agrees that Cherokee shall not be liable for its failure to use diligence in the
collection or enforcement  of the  Obligations or in preserving the liability of
any Person liable for the Obligations,  and Guarantor hereby waives  presentment
for payment, notice of nonpayment,  protest and notice thereof (including notice
of  acceleration),  and diligence in bringing suits against any Person liable on
the Obligations, or any part thereof.

     7. Guarantor  agrees that Cherokee,  in its discretion,  may (a) bring suit
against all guarantors (including,  without limitation,  Guarantor hereunder) of
the  Obligations  and any other obligor jointly and severally or against any one
or more of them, (b) compound or settle with any one or more of such  guarantors
and other obligors for such  consideration as Cherokee may deem proper,  and (c)
release one or more of such guarantors or obligors from liability hereunder, and
that no such  action  shall  impair  the  rights  of  Cherokee  to  collect  the
Obligations from other such guarantors or obligors of the Obligations, or any of
them, not so sued,  settled with or released.  Guarantor agrees,  however,  that
nothing contained in this paragraph,  and no action by Cherokee  permitted under
this  paragraph,  shall in any way affect or impair the rights or obligations of
such guarantors among themselves, except as expressly provided herein.

     8.  Guarantor  represents  and warrants to Cherokee that (a) Guarantor is a
corporation  duly organized and validly  existing under the laws of the State of
Nevada; (b) Guarantor  possesses all requisite authority and power to authorize,
execute,  deliver and comply with the terms of this Guaranty;  (c) this Guaranty
has been duly  authorized  and approved by all  necessary  action on the part of
Guarantor  and   constitutes  a  valid  and  binding   obligation  of  Guarantor
enforceable in accordance with its terms,  except as (1) the enforcement thereof
may be limited by applicable  Debtor Relief Laws,  and (2) the  availability  of
equitable   remedies  may  be  limited  by  equitable   principles   of  general
applicability;  and (d) no  approval  or  consent  of any court or  governmental
entity is required for the authorization, execution, delivery or compliance with
this  Guaranty  which has not been  obtained  (and copies  thereof  delivered to
Cherokee).  As used in this  Guaranty,  the term "Debtor  Relief Laws" means the
Bankruptcy  Code of the  United  States  of  America  and all  other  applicable
liquidation,    conservatorship,    bankruptcy,    moratorium,    rearrangement,
receivership,  insolvency,  reorganization,  suspension  of  payments or similar
debtor relief laws from time to time in effect affecting the rights of creditors
generally.

     9. Guarantor  covenants and agrees that until the  Obligations are paid and
performed in full, it will (a) at all times maintain its existence and authority
to transact business in any state or jurisdiction where Guarantor has assets and
operations,  except  where the failure to maintain  such  existence or authority
would not materially affect such assets and operations, and (b) promptly deliver
to  Cherokee  such  information  respecting  its  business  affairs,  assets and
liabilities as Cherokee may reasonably request.

     10. This  Guaranty  is for the  benefit of  Cherokee,  its  successors  and
assigns,  and in the event of an  assignment  by Cherokee (or its  successors or
assigns) of the Class A Interests in Quest  Cherokee,  or any part thereof,  the
rights and benefits hereunder, to the extent applicable to the Class A Interests
in Quest Cherokee so assigned,  may be transferred with such  Obligations.  This
Guaranty is binding upon Guarantor and its successors and assigns.


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     11. No modification,  consent, amendment or waiver 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 Cherokee,  and then
shall be effective  only in the specific  instance and for the purpose for which
given. No notice to or demand on Guarantor in any case shall, of itself, entitle
Guarantor  to any  other  or  further  notice  or  demand  in  similar  or other
circumstances. No delay or omission by Cherokee in exercising any power or right
hereunder  shall  impair  any such  right or power or be  construed  as a waiver
thereof or any acquiescence therein, nor shall any single or partial exercise of
any such power preclude other or further  exercise  thereof,  or the exercise of
any  other  right or power  hereunder.  All  rights  and  remedies  of  Cherokee
hereunder are  cumulative of each other and of every other right or remedy which
Cherokee may otherwise  have at law or in equity or under any other  contract or
document, and the exercise of one or more rights or remedies shall not prejudice
or impair the concurrent or subsequent exercise of other rights or remedies.

     12. If  Guarantor  should  breach or fail to perform any  provision of this
Guaranty,  Guarantor  agrees to pay Cherokee  all costs and expenses  (including
court  costs  and  reasonable  attorneys  fees)  incurred  by  Cherokee  in  the
enforcement hereof.

     13. (a) The liability of Guarantor  under this Guaranty  shall in no manner
be impaired,  affected or released by the insolvency,  bankruptcy,  making of an
assignment for the benefit of creditors, arrangement,  compensation, composition
or readjustment of any of the Quest Subsidiaries,  or any proceedings  affecting
the  status,  existence  or  assets of any of the  Quest  Subsidiaries  or other
similar  proceedings  instituted by or against any of the Quest Subsidiaries and
affecting the assets of any of the Quest Subsidiaries.

     (b) Guarantor  acknowledges and agrees that any  post-judgment  interest on
any portion of the  Obligations  which  accrues  after the  commencement  of any
proceeding referred to in clause (a) of this Paragraph 13 above (or, if interest
on any portion of the Obligations ceases to accrue by operation of law by reason
of the commencement of said  proceeding,  such interest as would have accrued on
such portion of the  Obligations  if said  proceedings  had not been  commenced)
shall be included in the  Obligations  because it is the intention of Guarantor,
and Cherokee that the Obligations which are guaranteed by Guarantor  pursuant to
this Guaranty  should be determined  without  regard to any rule of law or order
which may relieve  the Quest  Subsidiaries  of any portion of such  Obligations.
Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession,
assignee  for the benefit of creditors  or similar  individual  or entity to pay
Cherokee,  or allow the claim of  Cherokee  in  respect  of,  any such  interest
accruing after the date on which such proceeding is commenced.

     (c) In the event that all or any portion of the Obligations are paid by the
Quest  Subsidiaries,  the obligations of Guarantor  hereunder shall continue and
remain in full  force and  effect or be  reinstated,  as the case may be, in the
event  that  all or any  part of such  payment(s)  are  rescinded  or  recovered
directly or indirectly  from Cherokee as a  preference,  fraudulent  transfer or
otherwise,  and any such  payments  which are so rescinded  or  recovered  shall
constitute Obligations for all purposes under this Guaranty.

     14.  Guarantor   hereby   subordinates  and  makes  inferior  any  and  all
indebtedness now or at any time hereafter owed by any of the Quest  Subsidiaries
to Guarantor to the Obligations


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and agrees after the  occurrence  and during the  continuance  of a default or a
breach by any of the Quest Subsidiaries under the Obligation  Documents,  or any
event which with notice, lapse of time, or both, would constitute such a default
or breach,  not to permit any of the Quest  Subsidiaries  to repay, or to accept
payment from any of the Quest  Subsidiaries  of, such  indebtedness  or any part
thereof without the prior written consent of Cherokee.

     15. Notwithstanding any payment or performance made by Guarantor hereunder,
or any set-off or  application  by Cherokee of any security or of any credits or
claims, the Guarantor will not assert or exercise any rights of Cherokee, any of
the Quest Subsidiaries or of the Guarantor against any of the Quest Subsidiaries
by  way  of  any  claim,  remedy  or  subrogation,  reimbursement,  exoneration,
contribution,  indemnity,  participation  or otherwise  arising by contract,  by
statute,  under common law or otherwise,  and the  Guarantor  shall not have any
right of recourse to or any claim against assets or property of any of the Quest
Subsidiaries,  all of such rights being expressly  waived by the Guarantor until
such time as the Obligations are satisfied in full by the Quest Subsidiaries. If
any  amount  shall  nevertheless  be paid to the  Guarantor  by any of the Quest
Subsidiaries  prior to payment and performance in full of the Obligations,  such
amount shall be held in trust for the benefit of Cherokee,  and shall  forthwith
be paid to  Cherokee  to be credited  and  applied to the  Obligations,  whether
matured or unmatured.

     16. As of the date  hereof,  the fair  saleable  value of the  property  of
Guarantor is greater than the total amount of liabilities  (including contingent
and unliquidated  liabilities) of Guarantor, and Guarantor is able to pay all of
its  liabilities  as  such  liabilities  mature  and  Guarantor  does  not  have
unreasonably  small capital  within the meaning of Section 548, Title 11, United
States Code,  as amended.  In computing  the amount of  contingent or liquidated
liabilities,  such  liabilities have been computed at the amount which, in light
of all the facts and  circumstances  existing as of the date hereof,  represents
the  amount  that can  reasonably  be  expected  to become an actual or  matured
liability.

     17. If any  provision of this Guaranty is held to be illegal,  invalid,  or
unenforceable,  such provision shall be fully severable,  this Guaranty shall be
construed and enforced as if such illegal,  invalid, or unenforceable  provision
had never  comprised a part hereof,  and the remaining  provisions  hereof shall
remain in full  force and  effect  and shall  not be  affected  by the  illegal,
invalid, or unenforceable  provision or by its severance herefrom.  Furthermore,
in lieu of such illegal,  invalid,  or  unenforceable  provision  there shall be
added  automatically  as a part of this Guaranty a provision as similar in terms
to such illegal,  invalid, or unenforceable  provision as may be possible and be
legal, valid and enforceable.

     18. Jurisdiction,  venue and service of process with respect to all matters
contained  in this  Guaranty  will be  determined  in  accordance  with  the LLC
Agreement. Disputes with respect to this Guaranty will be subject to arbitration
in  accordance  with the LLC  Agreement.  To the extent  that  Guarantor  has or
hereafter  may acquire any immunity from  jurisdiction  of any court or from any
legal process (whether through service or notice,  attachment prior to judgment,
attachment in aid of execution,  execution or otherwise)  with respect to itself
or its property, Guarantor hereby irrevocably waives such immunity in respect of
its obligations under this Guaranty.

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<PAGE>


     19. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BY AND AMONG CHEROKEE, AND
GUARANTOR AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,  OR
SUBSEQUENT  ORAL  AGREEMENTS OF CHEROKEE AND  GUARANTOR.  THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN CHEROKEE AND GUARANTOR.

     20. GUARANTOR,  FOR ITSELF, ITS SUCCESSORS AND ASSIGNS,  HEREBY IRREVOCABLY
WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY LAW, ITS RIGHT TO A JURY TRIAL,  IN
ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY.

     21. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.

      EXECUTED and effective as of the date first above written.

                               GUARANTOR:

                               QUEST   RESOURCE   CORPORATION,    a
                               Nevada corporation


                               By:    /s/ Jerry Cash
                                   --------------------------------
                               Name:  Jerry D. Cash
                               Title: Co-Chief Executive Officer and Secretary



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                                    EXHIBIT A

                              Obligation Documents

1.    The Member Purchase Agreement

2. Amended and Restated Limited  Liability  Company Agreement of Quest Cherokee,
LLC, a Delaware limited liability company dated
December 22, 2003 (the "LLC Agreement")

3. Assignment Agreement dated as of December 22, 2003, between the Guarantor, as
assignor,  and Quest Cherokee, as assignee,  assigning the Guarantor's interests
and rights under the Purchase and Sale Agreement  dated as of December 10, 2003,
between Devon Energy Production Company, L.P. and Tall Grass Gas Services,  LLC,
as sellers, and Guarantor, as the buyer