Exhibit 4.5
                                                                     -----------

                                PLEDGE AGREEMENT
                                ----------------

     THIS PLEDGE  AGREEMENT (this  "Agreement") is made as of December 22, 2003,
by Quest Cherokee,  LLC, a Delaware limited  liability company  ("Pledgor"),  in
favor of Bank One, NA, with its main office in Chicago,  Illinois, as Collateral
Agent  (defined  below) for the benefit of Revolving  Lenders (as defined below)
and Term Lenders (defined below) (herein called "Pledgee").

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

     WHEREAS,   Pledgor,  Bank  One,  NA,  as  Administrative  Agent  thereunder
("Revolving  Agent"),  and the  financial  institutions  described  as  Banks on
Schedule 1.1-A thereto  (collectively,  "Revolving Lenders") are parties to that
certain  Credit  Agreement  (as  amended,  restated,  supplemented  or otherwise
modified  from  time to time,  the  "Revolving  Credit  Agreement")  dated as of
December  22,  2003,  pursuant to which  Revolving  Lenders  have agreed to make
revolving  loans  and  participate  in  letters  of  credit  issued on behalf of
Pledgor; and

     WHEREAS,  Pledgor,  Bluestem  Pipeline,  LLC, a Delaware limited  liability
company ("Bluestem"),  Bank One, NA, as Agent thereunder ("Term Agent"), and the
financial institutions from time to time party thereto as Lenders (collectively,
"Term  Lenders"  and,  together  with  Revolving  Lenders,  "Lenders"  and, each
individually,  a "Lender")  are parties to that certain  Senior Term Second Lien
Secured  Credit  Agreement  (as  amended,  restated,  supplemented  or otherwise
modified from time to time, the "Term Credit  Agreement" and,  together with the
Revolving Credit Agreement,  the "Credit  Agreements" and, each individually,  a
"Credit  Agreement")  dated as of  December  22,  2003,  pursuant  to which Term
Lenders have agreed to make a term loan to Pledgor; and

     WHEREAS,  certain of the  relative  rights and  remedies  of the  Revolving
Lenders and Term  Lenders are set forth in that  certain  Collateral  Agency and
Intercreditor  Agreement  dated December 22, 2003 among  Revolving  Agent,  Term
Agent,  Bank One,  NA, as  Collateral  Agent  thereunder  ("Collateral  Agent"),
Lenders,  Cherokee Partners, LLC, a Delaware limited liability company, Bluestem
and Pledgor (as amended, restated,  supplemented or otherwise modified from time
to time, the "Intercreditor Agreement"); and

     WHEREAS,  it is a condition  precedent to the  extensions  of credit by the
applicable  Lenders under the applicable  Credit  Agreements  that,  among other
things,  Pledgor  shall  have  executed  and  delivered  to  Pledgee a  security
agreement  granting to Pledgee,  for the benefit of Lenders, a security interest
in the Collateral (as defined herein); and

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

     NOW,  THEREFORE,  in  consideration  of the premises and in order to induce
Lenders to extend credit under the Credit Agreements, Pledgor hereby agrees with
Pledgee as follows:


                                                                               1


<PAGE>


                                    ARTICLE I

                           Definitions and References
                           --------------------------

     Section 1.1. General  Definitions.  As used herein, the terms defined above
shall have the meanings  indicated above, and the following terms shall have the
following meanings:

     "Code" means the Uniform  Commercial  Code as now or hereafter in effect in
the State of Texas; provided,  that if by reason of mandatory provisions of law,
the perfection or the effect of perfection or  non-perfection of any Lien in any
Collateral  is  governed  by the  Uniform  Commercial  Code  as in  effect  in a
jurisdiction  other than Texas,  "Code" means the Uniform  Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such perfection or the effect of perfection or non-perfection.

     "Collateral" has the meaning given such term in Section 2.1.

     "Commitments" means the agreement or commitment by Lenders to make loans or
otherwise  extend credit to Pledgor under the Credit  Agreements,  and any other
agreement,  commitment,  statement of terms or other document  contemplating the
making of loans or  advances or other  extension  of credit by Lenders to or for
the  account of Pledgor  which is now or at any time  hereafter  intended  to be
secured by the Collateral under this Agreement.

     "Equity" means shares of capital stock or a partnership,  limited liability
company,  profits, capital or member interest, or options, warrants or any other
right to substitute for or otherwise acquire the capital stock or a partnership,
limited  liability  company,   profits,  capital  or  member  interest  of  each
Subsidiary (as defined in Section 2.1(a)).

     "Lien" means any collateral assignment,  lien, pledge, encumbrance,  charge
or security interest.

     "Loan Papers" means,  collectively,  the Revolving Loan Papers and the Term
Loan Papers.

     "Notes" means, collectively, the Revolving Notes and the Term Notes.

     "Obligation  Documents"  means the Credit  Agreements,  the Notes, the Loan
Papers,  and all other documents and  instruments  under, by reason of which, or
pursuant  to  which,  any or all of the  Obligations  are  evidenced,  governed,
secured,  or otherwise dealt with, and all other agreements,  certificates,  and
other documents,  instruments and writings  heretofore or hereafter delivered in
connection herewith or therewith.

     "Obligations"  means all present and future  indebtedness,  obligations and
liabilities  of whatever type which are or shall be secured  pursuant to Section
2.2.

     "Other  Liable Party" means any Person,  other than Pledgor,  but including
each  Subsidiary,  who may now or may at any  time  hereafter  be  primarily  or
secondarily  liable for any of the Obligations or who may now or may at any time
hereafter  have  granted to Pledgee  or any Lender a Lien upon any  property  as
security for the Obligations.


                                                                               2



<PAGE>


     "Person" means any individual, corporation,  partnership, limited liability
company,  association,  trust,  other  entity or  organization,  or any court or
governmental department,  commission,  board, bureau, agency, or instrumentality
of any  nation  or of any  province,  state,  commonwealth,  nation,  territory,
possession,   county,   parish,  or  municipality,   whether  now  or  hereafter
constituted or existing.

     "Pledged Equity" has the meaning given it in Section 2.1(a).

     "Revolving Loan Papers" means the Revolving Credit Agreement, the Revolving
Notes,   this   Agreement,   each  Master  Debt  Guaranty  (as  defined  in  the
Intercreditor  Agreement) which may now or hereafter be executed,  each Security
Document (as defined in the Intercreditor  Agreement) which may now or hereafter
be executed,  all mortgages,  mortgage  amendments  and mortgage  supplements or
modifications now or at any time hereafter  delivered pursuant to Section 5.1 of
the  Revolving  Credit  Agreement,  and all  other  certificates,  documents  or
instruments delivered in connection with the Revolving Credit Agreement,  as the
foregoing may be amended from time to time.

     "Revolving  Notes" means,  collectively,  the promissory notes from time to
time  executed  by Pledgor  and  payable to the order of each  Revolving  Lender
pursuant  to the terms of the  Revolving  Credit  Agreement  and shall  include,
without  limitation,  that certain Note dated December 22, 2003,  payable to the
order of Bank One, NA, in the original principal amount of $200,000,000, bearing
interest as therein  provided and with interest and  principal  being payable as
therein provided.

     "Term Loan Papers" means the Term Credit  Agreement,  the Term Notes,  this
Agreement,  each Master Debt  Guaranty  which may now or  hereafter be executed,
each Security  Document  which may now or hereafter be executed,  all mortgages,
mortgage amendments and mortgage supplements or modifications now or at any time
hereafter  delivered  in  connection  with the  Term  Credit  Agreement,  as the
foregoing may be amended from time to time.

     "Term Notes" means,  collectively,  the promissory  notes from time to time
executed by Pledgor and payable to the order of each Term Lender pursuant to the
terms of the Term Credit Agreement.

     Section 1.2. Other  Definitions.  Reference is hereby made to the Revolving
Credit  Agreement for a statement of the terms thereof.  All  capitalized  terms
used in this Agreement which are defined in the Revolving  Credit  Agreement and
not otherwise  defined  herein shall have the same meanings  herein as set forth
therein,  except where the context  otherwise  requires.  All terms used in this
Agreement  which are defined in the Code and not otherwise  defined herein or in
the Intercreditor  Agreement shall have the same meanings herein as set forth in
the Code, except where the context otherwise requires.

     Section 1.3. Schedules. All schedules attached to this Agreement are a part
hereof for all purposes.

     Section 1.4. Amendment of Defined Instruments. Unless the context otherwise
requires or unless otherwise provided herein,  references in this Agreement to a
particular  agreement,  instrument  or  document  also refer to and  include all
renewals, extensions,


                                                                               3



<PAGE>


amendments,  modifications,  supplements or  restatements of any such agreement,
instrument  or document,  provided  that  nothing  contained in this Section 1.4
shall be  construed  to  authorize  any Person to execute or enter into any such
renewal, extension, amendment, modification, supplement or restatement.

     Section 1.5.  References  and Titles.  All  references in this Agreement to
Schedules, Articles, Sections,  subsections, and other subdivisions refer to the
Schedules,  Articles,  Sections,  subsections  and  other  subdivisions  of this
Agreement unless expressly provided otherwise. Titles appearing at the beginning
of any subdivision  are for  convenience  only and do not constitute any part of
any such  subdivision  and  shall be  disregarded  in  construing  the  language
contained in this Agreement.  The words "this  Agreement,"  "herein,"  "hereof,"
"hereby,"  "hereunder"  and words of similar import refer to this Agreement as a
whole and not to any particular  subdivision  unless  expressly so limited.  The
phrases "this Section" and "this  subsection"  and similar phrases refer only to
the Sections or subsections  hereof in which the phrase occurs. The word "or" is
not exclusive,  and the word  "including" (in all of its forms) means "including
without limitation".  Pronouns in masculine, feminine and neuter gender shall be
construed to include any other  gender,  and words in the singular form shall be
construed  to include  the plural and vice versa  unless the  context  otherwise
requires.

                                   ARTICLE II

                                Security Interest
                                -----------------

     Section 2.1. Grant of Security Interest.  As collateral security for all of
the  Obligations,  Pledgor  hereby  pledges and assigns to Pledgee and grants to
Pledgee a continuing  security interest for the benefit of Lenders in and to all
of the Pledgor's  following rights,  interests and property  (collectively,  the
"Collateral"):

     (a) all of the issued and outstanding  Equity (i) of Bluestem  described on
Schedule 1 attached hereto,  (ii) of Bluestem that Pledgor now owns or hereafter
acquires, and (iii) of any other Restricted Subsidiary of Pledgor (together with
Bluestem,   referred  to  herein   collectively  as   "Subsidiaries"   and  each
individually  a  "Subsidiary")  now owned or  hereafter  created or  acquired by
Pledgor including,  without  limitation,  the Equity of each Subsidiary owned by
Pledgor on the date hereof (all of the foregoing being herein  sometimes  called
the "Pledged Equity");

     (b) any and all  proceeds,  and all dividends  and  distributions  (cash or
otherwise)  payable  and/or  distributable  with  respect  to, all or any of the
Pledged Equity; and

     (c) all cash, securities, dividends and other property at any time and from
time to time  receivable or otherwise  distributed  in respect of or in exchange
for any or all of the  Pledged  Equity  and any other  property  substituted  or
exchanged therefor.

     Section 2.2.  Obligations  Secured. The security interest created hereby in
the  Collateral  constitutes  continuing  collateral  security  for  all  of the
following  obligations,  indebtedness and  liabilities,  whether now existing or
hereafter incurred:


                                                                               4


<PAGE>


     (a) Credit Agreement Indebtedness.  The payment by Pledgor, as and when due
and  payable,  of all  amounts  from time to time owing by  Pledgor  under or in
respect  of the  Credit  Agreements,  the Notes or any of the  other  Obligation
Documents.

     (b)  Renewals.  All  renewals,   extensions,   amendments,   modifications,
supplements, or restatements of, or substitutions for, any of the foregoing.

     (c) Performance. The due performance and observance by Bluestem and Pledgor
of all of their other obligations from time to time existing under or in respect
of any of the Obligation Documents.

     (d) Oil & Gas Hedge  Transactions.  The payment and  performance of any and
all present or future  obligations of any Credit Party according to the terms of
any  present  or  future  Oil  &  Gas  Hedge  Transaction,   including,  without
limitation, any present or future swap agreements, cap, floor, collar, exchange,
transaction,  forward  agreement  or other  exchange  or  protection  agreements
relating  to crude oil,  natural gas or other  hydrocarbons,  or any option with
respect to any such  transaction now existing or hereafter  entered into between
and/or among any Credit  Party,  Pledgee,  any Lender or any affiliate of any of
the foregoing.

                                   ARTICLE III

                    Representations, Warranties and Covenants
                    -----------------------------------------

     Section  3.1.  Representations  and  Warranties.   Pledgor  represents  and
warrants as follows:

     (a)  Ownership  and Liens.  Pledgor  has good and  marketable  title to the
Collateral free and clear of all Liens,  encumbrances or adverse claims,  except
for the Lien  created by this  Agreement.  No effective  financing  statement or
other instrument similar in effect covering all or any part of the Collateral is
on file in any  recording  office  except  such as have  been  filed in favor of
Pledgee relating to this Agreement.

     (b) No Conflicts or Consents.  Neither the ownership or the intended use of
the Collateral by Pledgor,  nor the grant of the security interest by Pledgor to
Pledgee  herein,  will (i)  conflict  with any  provision of (a) any domestic or
foreign law, statute, rule or regulation,  (b) the certificate of incorporation,
articles of  incorporation,  charter or bylaws of Pledgor or any Subsidiary,  or
(c) any agreement,  judgment,  license, order or permit applicable to or binding
upon Pledgor or any Subsidiary; or (ii) result in or require the creation of any
Lien upon any assets or  properties  of Pledgor  other than the Lien  created by
this Agreement. No consent,  approval,  authorization or order of, and no notice
to or filing with any  Subsidiary  or any other Person is required in connection
with the grant by Pledgor of the security  interest  herein,  or,  except to the
extent  required by  applicable  law,  the exercise by Pledgee of its rights and
remedies hereunder.

     (c) Security  Interest.  Pledgor has and will have at all times full right,
power and authority to grant a security interest in the Collateral to Pledgee in
the manner provided herein, free and clear of any Lien. This Agreement creates a
valid and  binding  security  interest  in favor of  Pledgee  in the  Collateral
securing the Obligations. The taking possession by Pledgee (for the


                                                                               5


<PAGE>


benefit of  Lenders)  of all  certificates,  instruments  and cash  constituting
Collateral  from  time  to time  and  the  filing  of the  financing  statements
delivered  concurrently  herewith by Pledgor to Pledgee will  perfect  Pledgee's
security interest hereunder in the Collateral securing the Obligations,  subject
to no Liens. No further or subsequent  filing,  recording,  registration,  other
public  notice or other action is necessary or desirable to perfect or otherwise
continue,  preserve or protect such security  interest  except for  continuation
statements or filings as contemplated in Section 3.3(b).  Upon completion of the
perfection acts  contemplated in this Section 3.1(c),  Pledgee will have a first
priority perfected Lien in the Collateral.

     (d) Pledged  Equity.  (i) Pledgor is the legal and beneficial  owner of the
Pledged  Equity;  (ii) the Pledged Equity is duly  authorized and issued,  fully
paid and  non-assessable  (as applicable),  and all documentary,  stamp or other
taxes or fees owing in  connection  with the  issuance,  transfer  and/or pledge
thereof   hereunder  have  been  paid;  (iii)  no  dispute,   right  of  setoff,
counterclaim  or defense  exists with  respect to all or any part of the Pledged
Equity;  (iv) the  Pledged  Equity  is free and  clear  of all  Liens,  options,
warrants, puts, calls or other rights of third Persons, and restrictions,  other
than the Lien  created  by this  Agreement;  (v)  Pledgor  has  full  right  and
authority  to pledge the Pledged  Equity for the purposes and upon the terms set
out herein;  (vi)  certificates (as applicable)  representing the Pledged Equity
have been  delivered to Pledgee,  together with a duly  executed  blank stock or
transfer power for each  certificate;  and (vii) no Subsidiary  has issued,  and
there are not  outstanding,  any  options,  warrants or other  rights to acquire
Equity of any Subsidiary.

     Section 3.2. Affirmative Covenants.  Unless Pledgee shall otherwise consent
in writing,  Pledgor  will at all times comply with the  covenants  contained in
this Section 3.2 from the date hereof and so long as any part of the Obligations
or Commitments is outstanding.

     (a) Ownership and Liens. Pledgor will maintain good title to all Collateral
free and clear of all Liens,  except for the first  priority  security  interest
created by this  Agreement.  Pledgor will cause to be  terminated  any financing
statement or other  registration with respect to the Collateral,  except such as
may  exist or as may have  been  filed in favor of (or  otherwise  assigned  to)
Pledgee.  Pledgor will defend  Pledgee's  right,  title and special property and
security interest in and to the Collateral against the claims of any Person.

     (b)  Further  Assurances.  Pledgor  will at any time and from  time to time
promptly execute and deliver all further  instruments and documents and take all
further action that may be necessary or that Pledgee may  reasonably  request in
order (i) to perfect and protect the security  interest  created or purported to
be created  hereby and the first  priority of such  security  interest;  (ii) to
enable  Pledgee to exercise  and enforce its rights and  remedies  hereunder  in
respect of the  Collateral;  or (iii) to  otherwise  effect the purposes of this
Agreement,  including: (A) authorizing and filing such financing or continuation
statements,  or  amendments  thereto,  as may be  necessary  or that Pledgee may
reasonably  request in order to  perfect  and  preserve  the  security  interest
created or purported to be created  hereby,  and (B)  furnishing to Pledgee from
time to time  statements and schedules  further  identifying  and describing the
Collateral  and such other reports in connection  with the Collateral as Pledgee
may reasonably request, all in reasonable detail.


                                                                               6


<PAGE>


     (c) Delivery of Pledged Equity. All certificates,  instruments and writings
evidencing  the Pledged  Equity shall be delivered to Pledgee on or prior to the
execution and delivery of this Agreement.  All other  certificates,  instruments
and  writings  hereafter  evidencing  or  constituting  Pledged  Equity shall be
delivered  to  Pledgee  promptly  upon the  receipt  thereof  by or on behalf of
Pledgor.  All Pledged  Equity shall be held by or on behalf of Pledgee  pursuant
hereto and shall be  delivered  in the same  manner and with the same  effect as
described  in Section 2.1 and Section  3.1.  Upon  delivery,  such Equity  shall
thereupon  constitute  "Pledged Equity" and shall be subject to the Liens herein
created,  for the purposes and upon the terms and  conditions  set forth in this
Agreement and the other Loan Papers.

     (d) Proceeds of Pledged Equity. If Pledgor shall receive,  by virtue of its
being or having been an owner of any Pledged Equity,  any (i) Equity  (including
any certificate  representing  any Equity or distribution in connection with any
increase or  reduction  of capital,  reorganization,  reclassification,  merger,
consolidation,  sale of assets,  or spinoff or  split-off),  promissory  note or
other  instrument or writing;  (ii) option or right,  whether as an addition to,
substitution  for, or in exchange for, any Pledged  Equity or  otherwise;  (iii)
dividends or other distributions payable in cash (except such dividends or other
distributions permitted to be retained by Pledgor pursuant to Section 4.7) or in
securities  or other  property;  or (iv)  dividends  or other  distributions  in
connection  with a partial or total  liquidation or dissolution or in connection
with a reduction of capital,  capital surplus or paid-in surplus,  Pledgor shall
receive the same in trust for the benefit of Pledgee,  shall  segregate  it from
Pledgor's other property,  and shall promptly deliver it to Pledgee in the exact
form received,  with any necessary  endorsement or appropriate stock or transfer
powers duly executed in blank, to be held by Pledgee as Collateral.

     (e) Status of Pledged  Equity.  The  certificates  evidencing  the  Pledged
Equity (as applicable)  shall at all times be valid and genuine and shall not be
altered.  The  Pledged  Equity at all times  shall be duly  authorized,  validly
issued,  fully paid, and non-assessable (as applicable),  shall not be issued in
violation of the  pre-emptive  rights of any Person or of any agreement by which
Pledgor or any Subsidiary is bound, and shall not be subject to any restrictions
or  conditions  with respect to the  transfer,  voting or capital of any Pledged
Equity.

     Section 3.3. Negative Covenants.  Unless Pledgee shall otherwise consent in
writing,  Pledgor will at all times comply with the covenants  contained in this
Section 3.3 from the date hereof and so long as any part of the  Obligations  or
the Commitments is outstanding.

     (a) Transfer or Encumbrance. Pledgor will not sell, assign (by operation of
law or otherwise),  transfer, exchange, lease or otherwise dispose of any of the
Collateral,  nor will Pledgor  grant a Lien upon or file or record any financing
statement or other registration with respect to the Collateral, nor will Pledgor
allow any such Lien,  financing  statement,  or other  registration  to exist or
deliver actual or constructive possession of the Collateral to any other Person.

     (b)  Financing   Statement  Filings.   Pledgor  recognizes  that  financing
statements  pertaining to the Collateral have been or may be filed where Pledgor
is organized or formed, maintains any Collateral, has its records concerning any
Collateral,  has its chief executive  office or chief place of business,  or has
its principal place of residence. Without limitation of any other


                                                                               7


<PAGE>


covenant  herein,  Pledgor will not cause or permit any change to be made in its
name,  identity  or  corporate  structure,  or  any  change  to be  made  to its
jurisdiction  of formation or  organization  unless  Pledgor shall have notified
Pledgee of such change at least thirty (30) days prior to the effective  date of
such change,  and shall have first taken all action  required by Pledgee for the
purpose of further  perfecting or protecting  the security  interest in favor of
Pledgee in the Collateral.  In any notice furnished pursuant to this subsection,
Pledgor will  expressly  state that the notice is required by this Agreement and
contains facts that may require  additional  filings of financing  statements or
other  notices for the purposes of continuing  perfection of Pledgee's  security
interest in the Collateral.

     (c) Impairment of Security Interest.  Pledgor will not take or fail to take
any action which would in any manner  impair the  enforceability  or priority of
Pledgee's security interest in any Collateral.

     (d)  Restrictions  on  Pledged  Equity.  Pledgor  will not  enter  into any
agreement  creating,  or otherwise permit to exist, any restriction or condition
upon the transfer, voting or control of any Pledged Equity.

                                   ARTICLE IV

                       Remedies, Powers and Authorizations
                       -----------------------------------

     Section 4.1. Provisions Concerning the Collateral.

     (a) Additional  Financing  Statement  Filings.  Pledgor  hereby  authorizes
Pledgee to file one or more financing or continuation statements, and amendments
thereto,  relating  to the  Collateral.  Pledgor  further  agrees that a carbon,
photographic or other reproduction of this Agreement or any financing  statement
describing  any  Collateral is  sufficient  as a financing  statement and may be
filed in any jurisdiction Pledgee may deem appropriate.

     (b) Power of  Attorney.  Pledgor  hereby  irrevocably  appoints  Pledgee as
Pledgor's attorney-in-fact and proxy, with full authority in the place and stead
of Pledgor  and in the name of Pledgor or  otherwise,  from time to time to give
notification to Pledgor, any Subsidiary,  registrar,  transfer agent,  financial
intermediary,  or other Person of Pledgee's  security  interests  hereunder and,
following the occurrence  and during the  continuance of an Event of Default and
in  Pledgee's  discretion,  to take any action  (except for the  exercise of any
voting  rights  pertaining  to the Pledged  Equity or any part  thereof)  and to
execute any  instrument,  certificate or notice which Pledgee may deem necessary
or advisable to  accomplish  the purposes of this  Agreement  including:  (i) to
request or instruct  Pledgor or any  Subsidiary  (and each  registrar,  transfer
agent,  or similar  Person  acting on behalf of Pledgor  or any  Subsidiary)  to
register  the pledge or transfer  of the  Collateral  to  Pledgee;  (ii) to ask,
demand,  collect, sue for, recover,  compound,  receive and give acquittance and
receipts  for  moneys  due and to become  due under or in  respect of any of the
Collateral;   (iii)  to  receive,  indorse  and  collect  any  drafts  or  other
instruments,  documents and chattel  paper;  and (iv) to file any claims or take
any action or institute  any  proceedings  which  Pledgee may deem  necessary or
desirable for the  collection  of any of the  Collateral or otherwise to enforce
the rights of Pledgee with respect to any of the Collateral.


                                                                               8


<PAGE>


     (c)  Performance  by Pledgee.  If Pledgor fails to perform any agreement or
obligation  contained herein,  Pledgee may itself perform,  or cause performance
of,  such  agreement  or  obligation,  and the  expenses  of Pledgee  reasonably
incurred in connection therewith shall be payable by Pledgor under Section 4.4.

     (d) Collection  Rights.  Pledgee shall have the right at any time, upon the
occurrence and during the  continuance  of a Default or an Event of Default,  to
notify any or all obligors  (including  each  Subsidiary)  under any accounts or
general  intangibles  included among the Collateral of the assignment thereof to
Pledgee  and to direct such  obligors  to make  payment of all amounts due or to
become due to Pledgor thereunder directly to Pledgee and, upon such notification
and at the  expense of Pledgor  and to the extent  permitted  by law, to enforce
collection  thereof and to adjust,  settle or  compromise  the amount or payment
thereof,  in the same manner and to the same extent as Pledgor  could have done.
After  Pledgor  receives  notice that  Pledgee has given any notice  referred to
above in this subsection,  (i) all amounts and proceeds  (including  instruments
and  writings)  received  by  Pledgor in  respect  of such  accounts  or general
intangibles  shall be received  in trust for the  benefit of Pledgee  hereunder,
shall be segregated from other funds of Pledgor and shall be forthwith paid over
to Pledgee in the same form as so received (with any necessary  endorsement)  to
be held as cash  collateral  and (A)  released to Pledgor upon the remedy of all
Defaults  or  Events  of  Default,  or (B) if any Event of  Default  shall  have
occurred  and be  continuing,  applied as  specified  in Section  4.3;  and (ii)
Pledgor will not adjust,  settle or compromise the amount or payment of any such
account or general  intangible or release wholly or partly any account debtor or
obligor thereof or allow any credit or discount thereon.

     Section 4.2. Event of Default  Remedies.  If an Event of Default shall have
occurred  and be  continuing,  Pledgee may from time to time in its  discretion,
without limitation and without notice except as expressly provided below:

     (a) exercise in respect of the Collateral,  in addition to other rights and
remedies provided for herein,  under the other Obligation Documents or otherwise
available to it, all the rights and remedies of a secured party on default under
the Code (whether or not the Code applies to the affected Collateral);

     (b) require Pledgor to, and Pledgor hereby agrees that it will upon request
of Pledgee  forthwith,  assemble  all or part of the  Collateral  as directed by
Pledgee and make it available to Pledgee at a place to be  designated by Pledgee
which is reasonably convenient to both parties;

     (c) reduce its claim to judgment  against Pledgor or foreclose or otherwise
enforce,  in whole or in part,  the  security  interest  created  hereby  by any
available judicial procedure;

     (d) dispose of, at its office, on the premises of Pledgor or elsewhere, all
or any part of the  Collateral,  as a unit or in  parcels,  by public or private
proceedings,  and by way of one or more contracts (it being agreed that the sale
of any part of the  Collateral  shall not exhaust  Pledgee's  power of sale, but
sales  may be  made  from  time  to  time,  and at any  time,  until  all of the
Collateral has been sold or until the  Obligations  have been paid and performed
in full),  and at any such sale it shall not be  necessary to exhibit any of the
Collateral;


                                                                               9


<PAGE>


     (e) buy (or allow any Lender to buy) the  Collateral,  or any part thereof,
at any public sale;

     (f) buy (or allow any Lender to buy) the  Collateral,  or any part thereof,
at any  private  sale  if the  Collateral  is of a type  customarily  sold  in a
recognized  market or is of a type which is the  subject  of widely  distributed
standard price quotations; and

     (g) apply by appropriate judicial proceedings for appointment of a receiver
for the Collateral, or any part thereof, and Pledgor hereby consents to any such
appointment.

     Pledgor agrees that, to the extent notice of sale shall be required by law,
at least ten (10)  days'  notice to  Pledgor of the time and place of any public
sale or the time after  which any  private  sale is to be made shall  constitute
reasonable  notification.  Pledgee  shall not be  obligated  to make any sale of
Collateral  regardless of notice of sale having been given.  Pledgee 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.

     Section 4.3.  Application  of Proceeds.  If any Event of Default shall have
occurred and be continuing, Pledgee may in its discretion apply any cash held by
Pledgee as Collateral,  and any cash proceeds  received by Pledgee in respect of
any sale of,  collection from, or other  realization upon all or any part of the
Collateral,  in  the  order  and  manner  contemplated  by  Section  4.4  of the
Intercreditor Agreement.

     Section 4.4. Release and Expenses. In addition to, and not in qualification
of, any similar obligations under other Obligation Documents:

     (a) Pledgor agrees to release and forever discharge Pledgee and each Lender
from and against any and all claims,  losses and  liabilities  growing out of or
resulting from this Agreement  (including  enforcement of this  Agreement).  The
foregoing  release and discharge shall apply whether or not such claims,  losses
and liabilities are in any way or to any extent owed, in whole or in part, under
any claim or theory of strict  liability or are, to any extent caused,  in whole
or in part,  by any  negligent  act or  omission  of any kind by  Pledgee or any
Lender.

     (b) Pledgor  agrees to pay on demand all  reasonable  costs and expenses of
Pledgee in connection with the preparation,  execution, delivery,  modification,
and amendment of this Agreement, and the perfection and preservation of the Lien
created under this Agreement, including, without limitation, the reasonable fees
and  expenses of counsel for Pledgee  with  respect  thereto and with respect to
advising  Pledgee as to its rights under this Agreement.  Pledgor further agrees
to pay on demand all costs and expenses of Pledgee,  if any (including,  without
limitation, reasonable attorneys' fees and expenses), in connection with the (i)
the custody, preservation, use or operation of, or the sale of, collection from,
or other realization upon, any Collateral;  and (ii) the exercise or enforcement
of any of the rights of Pledgee hereunder (whether through  negotiations,  legal
proceedings, or otherwise).

     Section  4.5.  Non-Judicial  Remedies.  In granting to Pledgee the power to
enforce its rights hereunder without prior judicial process or judicial hearing,
Pledgor expressly waives,


                                                                              10


<PAGE>


renounces  and  knowingly  relinquishes,  to the  fullest  extent  permitted  by
applicable law, any legal right which might otherwise require Pledgee to enforce
its rights by judicial  process.  In so  providing  for  non-judicial  remedies,
Pledgor recognizes and concedes that such remedies are consistent with the usage
of trade,  are  responsive  to  commercial  necessity,  and are the  result of a
bargain at arm's  length.  Nothing  herein is  intended  to  prevent  Pledgee or
Pledgor from resorting to judicial process at either party's option.

     Section  4.6.  Other  Recourse.  Pledgor  waives,  to  the  fullest  extent
permitted by applicable  law, any right to require Pledgee or Lenders to proceed
against any other  Person,  exhaust any  Collateral  or other  security  for the
Obligations,  or to have any Other  Liable Party joined with Pledgor in any suit
arising out of the Obligations or this Agreement,  or pursue any other remedy in
Pledgee's  power.  Pledgor  further waives,  to the fullest extent  permitted by
applicable  law, any and all notice of acceptance  of this  Agreement and of the
creation,  modification,  rearrangement,  renewal or extension for any period of
any of the Obligations from time to time. Pledgor further waives, to the fullest
extent  permitted  by  applicable  law,  any  defense  arising  by reason of any
disability  or other  defense  of any  Other  Liable  Party or by  reason of the
cessation from any cause  whatsoever of the liability of any Other Liable Party.
Until all of the Obligations shall have been paid in full, Pledgor shall have no
right to subrogation  and Pledgor  waives,  to the fullest  extent  permitted by
applicable  law, the right to enforce any remedy which Pledgee or any Lender has
or may hereafter have against any Other Liable Party, and waives, to the fullest
extent  permitted by applicable law, any benefit of and any right to participate
in any other  security  whatsoever  now or  hereafter  held by Pledgee.  Pledgor
authorizes  Pledgee and each  Lender,  without  notice or demand and without any
reservation of rights against Pledgor and without affecting  Pledgor's liability
hereunder or on the Obligations, from time to time to (a) take or hold any other
property of any type from any other Person as security for the Obligations,  and
exchange,  enforce,  waive and  release any or all of such other  property;  (b)
renew, extend for any period, accelerate,  modify, compromise, settle or release
any of the obligations of any Other Liable Party in respect to any or all of the
Obligations or other security for the Obligations;  (c) waive, enforce,  modify,
amend or supplement any of the  provisions of any  Obligation  Document with any
Person other than Pledgor; and (d) release or substitute any Other Liable Party.

     Section 4.7. Voting Rights, Dividends Etc. in Respect of Pledged Equity.

     (a)  So long as no Default or Event of Default shall have  occurred  and be
continuing, Pledgor may receive and retain any and all dividends,  distributions
or interest paid in respect of the Pledged Equity;  provided,  however, that any
and all

     (i)  dividends,  distributions  and interest  paid or payable other than in
     cash in respect of, and instruments and other property received, receivable
     or  otherwise  distributed  in respect of or in exchange  for,  any Pledged
     Equity,

     (ii) dividends and other  distributions  paid or payable in cash in respect
     of any Pledged Equity in connection with a partial or total  liquidation or
     dissolution or in connection  with a reduction of capital,  capital surplus
     or paid-in surplus, and


                                                                              11


<PAGE>


     (iii) cash paid,  payable or otherwise  distributed in redemption of, or in
     exchange for, any Pledged Equity,

     shall be, and shall  forthwith be delivered to Pledgee to hold as,  Pledged
Equity and shall,  if received by Pledgor,  be received in trust for the benefit
of Pledgee,  be segregated  from the other property or funds of Pledgor,  and be
forthwith  delivered to Pledgee in the exact form  received  with any  necessary
endorsement or appropriate  stock or transfer  powers duly executed in blank, to
be held by Pledgee as Collateral.

     (b) Upon the occurrence and during the continuance of a Default or an Event
of Default:

     (i)   all rights  of  Pledgor   to  receive   and  retain  the   dividends,
     distributions  and  interest  payments  which  Pledgor  would  otherwise be
     authorized to receive and retain pursuant to subsection (a) of this Section
     4.7 shall  automatically  cease, and all such rights shall thereupon become
     vested in Pledgee which shall  thereupon have the right to receive and hold
     as Pledged Equity such dividends, distributions and interest payments;

     (ii)  without limiting the generality of the foregoing,  Pledgee may at its
     option exercise any and all rights of conversion, exchange, subscription or
     any other rights,  privileges  or options  pertaining to any of the Pledged
     Equity  (except  voting  rights) as if it were the absolute  owner thereof,
     including  the right to  exchange,  in its  discretion,  any and all of the
     Pledged   Equity   upon   the   merger,   consolidation,    reorganization,
     recapitalization or other adjustment of Pledgor or any Subsidiary,  or upon
     the exercise by Pledgor or any Subsidiary of any right, privilege or option
     pertaining to any Pledged Equity, and, in connection therewith,  to deposit
     and  deliver  any  and  all of  the  Pledged  Equity  with  any  committee,
     depository,  transfer agent,  registrar or other designated agent upon such
     terms and conditions as it may determine; and

     (iii) all dividends  and  interest  payments  which are received by Pledgor
     contrary to the  provisions of subsection (b) (i) of this Section 4.7 shall
     be received in trust for the benefit of Pledgee,  shall be segregated  from
     other  funds of  Pledgor,  and shall be  forthwith  paid over to Pledgee as
     Pledged  Equity  in the  exact  form  received,  to be held by  Pledgee  as
     Collateral.

     Anything herein to the contrary  notwithstanding,  Pledgee may not exercise
     any voting rights pertaining to the Pledged Equity,  and Pledgor may at all
     times  exercise any and all voting rights  pertaining to the Pledged Equity
     or any part thereof for any purpose not inconsistent with the terms of this
     Agreement or any other Obligation  Document;  provided,  however,  upon the
     occurrence and during the  continuance of a Default or an Event of Default,
     Pledgor will not exercise or refrain from exercising any such right, as the
     case may be, if Pledgee  gives notice that,  in  Pledgee's  judgment,  such
     action would result in a Material  Adverse Change with respect to the value
     of the Pledged  Equity or the benefits to Pledgee of its security  interest
     hereunder.

     Section  4.8.  Private  Sale of Pledged  Equity.  Pledgor  recognizes  that
Pledgee may deem it  impracticable to effect a public sale of all or any part of
the Pledged  Equity and that  Pledgee may,  therefore,  determine to make one or
more private sales of any such securities to a


                                                                              12


<PAGE>


restricted  group of  purchasers  who will be  obligated  to agree,  among other
things, to acquire such securities for their own account, for investment and not
with a view to the distribution or resale thereof. Pledgor acknowledges that any
such  private  sale may be at prices and on terms less  favorable  to the seller
than the prices and other terms which might have been  obtained at a public sale
and,  notwithstanding  the  foregoing,  agrees that such private  sales shall be
deemed to have been made in a  commercially  reasonable  manner and that Pledgee
shall have no obligation to delay the sale of any such securities for the period
of  time  necessary  to  permit  Pledgor  or any  Subsidiary  to  register  such
securities  (with no obligation of Pledgor or any Subsidiary to accomplish  such
registration)  for public sale under the Securities Act of 1933, as amended (the
"Securities Act").

                                    ARTICLE V

                                  Miscellaneous
                                  -------------

     Section 5.1.  Notices.  Any notice or  communication  required or permitted
hereunder shall be given in writing,  sent by personal delivery, by telecopy, by
delivery  service with proof of delivery,  or by registered or certified  United
States mail, postage prepaid, addressed to the appropriate party as follows:

           To Pledgor:       c/o Quest Resource Corporation
                             5901 N. Western, Suite 200
                             Oklahoma City, Oklahoma 73118
                             Attn: Jerry D. Cash
                             Fax No.: (405) 840-9894

           To Pledgee:       Bank One, NA, as Collateral Agent
                             1717 Main Street, 4th Floor
                             Mail Code TX1-2448
                             Dallas, Texas  75201
                             Attn: J. Scott Fowler
                             Fax No.: (214) 290-2332

or to such  other  address  or to the  attention  of such  other  individual  as
hereafter  shall be  designated  in  writing  by the  applicable  party  sent in
accordance  herewith.  Any such notice or communication  shall be deemed to have
been given (a) in the case of personal delivery or delivery  service,  as of the
date of first  attempted  delivery  at the  address  or in the  manner  provided
herein,  (b) in the  case  of  telecopy,  upon  receipt,  or (c) in the  case of
registered or certified  United States mail, three (3) days after deposit in the
mail.

     Section 5.2.  Amendments.  No amendment of any provision of this  Agreement
shall be  effective  unless it is in writing and signed by Pledgor and  Pledgee,
and no  waiver  of any  provision  of  this  Agreement,  and no  consent  to any
departure by Pledgor  therefrom,  shall be effective unless it is in writing and
signed by Pledgee,  and then such waiver or consent  shall be effective  only in
the specific  instance  and for the specific  purpose for which given and to the
extent specified in such writing.


                                                                              13


<PAGE>


     Section 5.3.  Preservation of Rights.  No failure on the part of Pledgee or
any Lender to exercise, and no delay in exercising, any right hereunder or under
any other Obligation  Document shall operate as a waiver thereof;  nor shall any
single or  partial  exercise  of any such  right  preclude  any other or further
exercise  thereof or the exercise of any other right.  Neither the execution nor
the delivery of this  Agreement  shall in any manner  impair or affect any other
security  for the  Obligations.  The rights and  remedies of Pledgee and Lenders
provided herein and in the other Obligation  Documents are cumulative of and are
in addition to, and not  exclusive  of, any rights or remedies  provided by law.
The rights of Pledgee  and Lenders  under any  Obligation  Document  against any
party  thereto are not  conditional  or  contingent on any attempt by Pledgee or
Lenders  to  exercise  any of its or their  rights  under any  other  Obligation
Document against such party or against any other Person.

     Section 5.4.  Unenforceability.  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  invalidity  without
invalidating the remaining  portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.

     Section 5.5. Survival of Agreements.  All representations and warranties of
Pledgor  herein,  and all  covenants  and  agreements  herein shall  survive the
execution  and delivery of this  Agreement,  the  execution  and delivery of any
other Obligation Documents and the creation of the Obligations.

     Section 5.6. Other Liable Party. Neither this Agreement nor the exercise by
Pledgee  or the  failure  of Pledgee  to  exercise  any  right,  power or remedy
conferred  herein or by law shall be  construed  as  relieving  any Other Liable
Party  from  liability  on the  Obligations  or  any  deficiency  thereon.  This
Agreement  shall  continue  irrespective  of the fact that the  liability of any
Other  Liable  Party  may  have  ceased  or  irrespective  of  the  validity  or
enforceability  of any other  Obligation  Document to which Pledgor or any Other
Liable Party may be a party,  and  notwithstanding  the  reorganization,  death,
incapacity  or bankruptcy of any Other Liable  Party,  and  notwithstanding  the
reorganization  or bankruptcy  or other event or proceeding  affecting any Other
Liable Party.

     Section  5.7.  Binding  Effect and  Assignment.  This  Agreement  creates a
continuing  security  interest  in the  Collateral  and (a) shall be  binding on
Pledgor and its successors and permitted assigns, and (b) shall inure,  together
with all rights and remedies of Pledgee hereunder, to the benefit of Pledgee and
Lenders  and their  respective  successors,  transferees  and  assigns.  Without
limiting the generality of the foregoing, Pledgee and Lenders may pledge, assign
or otherwise  transfer any or all of their respective rights under any or all of
the  Obligation  Documents  to any other  Person,  and such other  Person  shall
thereupon  become  vested with all of the  benefits in respect  thereof  granted
herein or  otherwise.  None of the rights or duties of Pledgor  hereunder may be
assigned or otherwise transferred without the prior written consent of Pledgee.

     Section 5.8.  Termination.  It is  contemplated  by the parties hereto that
there may be times when no Obligations are outstanding, but notwithstanding such
occurrences,  this  Agreement  shall remain valid and shall be in full force and
effect as to subsequent outstanding  Obligations.  Upon the satisfaction in full
of the Obligations, upon the termination or expiration


                                                                              14


<PAGE>


of each Credit Agreement and any other Commitment of Lenders to extend credit to
Pledgor,  and upon  written  request for the  termination  hereof  delivered  by
Pledgor to Pledgee,  this  Agreement and the security  interest  created  hereby
shall  terminate  and all  rights to the  Collateral  shall  revert to  Pledgor.
Pledgee will,  upon Pledgor's  request and at Pledgor's  expense,  (a) return to
Pledgor such of the Collateral as shall not have been sold or otherwise disposed
of or applied  pursuant  to the terms  hereof,  and (b)  execute  and deliver to
Pledgor such  documents as Pledgor  shall  reasonably  request to evidence  such
termination.

     Section 5.9. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND  GOVERNED  BY THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED
STATES OF AMERICA.

     Section 5.10.  Counterparts.  This Agreement may be separately  executed in
any number of  counterparts,  all of which when so  executed  shall be deemed to
constitute one and the same Agreement.

     Section 5.11. Loan Paper. This Agreement is a "Loan Paper",  and, except as
expressly  provided  herein to the  contrary,  this  Agreement is subject to all
provisions of the Credit Agreements governing the Loan Papers.

                           [Signature Pages to Follow]


                                                                              15


<PAGE>



     IN WITNESS WHEREOF,  Pledgor has executed and delivered this Agreement,  as
of the date first above written.

                               QUEST CHEROKEE, LLC,
                               a Delaware limited liability company


                               By:   /s/ Jerry Cash
                                     ------------------------------
                               Name: Jerry D. Cash
                                     ------------------------------
                               Title: Manager
                                     ------------------------------




Bluestem  hereby  acknowledges  and consents to the pledge of the Collateral and
hereby agrees to observe and perform each and every  provision of this Agreement
applicable to Bluestem.

                               BLUESTEM PIPELINE, LLC,
                               a Delaware limited liability company


                               By:   /s/ Jerry Cash
                                     ------------------------------
                               Name: Jerry D. Cash
                                     ------------------------------
                               Title: Manager
                                     ------------------------------






                                [Signature Page]



<PAGE>


                                   SCHEDULE 1
                                   ----------












                                [Signature Page]