EXECUTION COPY

                                    GUARANTY

     THIS  GUARANTY  (as the  same may be  amended,  restated,  supplemented  or
otherwise  modified from time to time,  this  "Guaranty") is made as of November
14,  2005,  by each of  BLUESTEM  PIPELINE,  LLC, a Delaware  limited  liability
company,  J-W  GAS  GATHERING,  L.L.C.,  a  Kansas  limited  liability  company,
PONDEROSA GAS PIPELINE COMPANY,  INC., a Kansas  corporation,  PRODUCERS SERVICE
INCORPORATED,  a Kansas  corporation,  QUEST CHEROKEE OILFIELD  SERVICE,  LLC, a
Delaware  limited  liability  company,  QUEST  ENERGY  SERVICE,  INC.,  a Kansas
corporation,  QUEST  OIL  & GAS  CORPORATION,  a  Kansas  corporation,  and  STP
CHEROKEE,  INC., an Oklahoma  corporation  (each,  an "Initial  Guarantor,"  and
together with any additional  Subsidiaries which become parties to this Guaranty
by executing a  Supplement  hereto in the form  attached  hereto as Annex I, the
"Guarantors"),  in favor of Guggenheim Corporate Funding, LLC, as Administrative
Agent (the  "Administrative  Agent") for the benefit of the Secured  Parties (as
defined in the Security  Agreement).  Each  capitalized term used herein and not
defined herein shall have the meaning  ascribed  thereto in the Second Lien Term
Loan Agreement described below.

                                   WITNESSETH:

     WHEREAS, Quest Cherokee, LLC and Quest Resource Corporation  (collectively,
the "Borrowers") have entered into a Second Lien Term Loan Agreement dated as of
the date hereof,  by and among the  Borrowers,  the  Administrative  Agent,  and
certain  financial  institutions from time to time party thereto (the "Lenders")
(as the same may be amended,  restated,  supplemented or otherwise modified from
time to time, the "Second Lien Term Loan Agreement") which Second Lien Term Loan
Agreement provides,  subject to the terms and conditions thereof, for extensions
of credit and other financial accommodations by the Lenders to the Borrowers;

     WHEREAS,  it is a condition  precedent to the  extensions  of credit by the
Lenders under the Second Lien Term Loan  Agreement  that each of the  Guarantors
execute and deliver  this  Guaranty,  whereby  each of the  Guarantors,  without
limitation and with full recourse,  shall  guarantee the payment when due of all
Indebtedness,  including, without limitation, all principal, interest, letter of
credit  reimbursement  obligations  and other  amounts that shall be at any time
payable by each Borrower  under the Second Lien Term Loan Agreement or the other
Loan Documents; and

     WHEREAS,  in consideration  of the direct and indirect  financial and other
support that the Borrowers have provided, and such direct and indirect financial
and other support as the Borrowers may in the future provide, to the Guarantors,
and in order to induce the  Lenders and the  Administrative  Agent to enter into
the  Second  Lien Term Loan  Agreement,  each of the  Guarantors  is  willing to
guarantee  the  Indebtedness  under the Second Lien Term Loan  Agreement and the
other Loan Documents;

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



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     Section 1.  Representations,  Warranties and Covenants.  In order to induce
the Administrative Agent and the Lenders to enter into the Second Lien Term Loan
Agreement and to make the Loans and the other  financial  accommodations  to the
Borrowers, each of the Guarantors represents and warrants to each Lender and the
Administrative  Agent as of the date of this  Agreement,  giving  effect  to the
consummation  of the  transactions  contemplated  by the Loan  Documents  on the
Effective  Date,  and thereafter on each date as required by Section 6.02 of the
Second Lien Term Loan Agreement that:

     (a) It (i) is a corporation,  partnership or limited liability company duly
incorporated  or  organized,  as the case may be,  validly  existing and in good
standing under the laws of its  jurisdiction of  incorporation  or organization,
(ii) is  duly  qualified  to do  business  as a  foreign  entity  and is in good
standing under the laws of each jurisdiction where the business by it makes such
qualification  necessary,   except  where  the  failure  to  qualify  could  not
reasonably  be expected  to have a Material  Adverse  Effect,  and (iii) has all
requisite  corporate,   partnership  or  limited  liability  company  power  and
authority,  as the case may be, to own, operate and encumber its property and to
conduct its business in each jurisdiction in which its business is conducted.

     (b)  It  has  the  requisite   corporate,   limited  liability  company  or
partnership,  as applicable,  power and authority and legal right to execute and
deliver this Guaranty and to perform its  obligations  hereunder.  The execution
and  delivery  by it of  this  Guaranty  and  the  performance  by  each  of its
obligations hereunder have been duly authorized by proper proceedings,  and this
Guaranty  constitutes a legal,  valid and binding  obligation of each Guarantor,
enforceable  against such  Guarantor,  in accordance  with its terms,  except as
enforceability  may  be  limited  by  (i)  bankruptcy,   insolvency,  fraudulent
conveyances,  reorganization  or  similar  laws  relating  to or  affecting  the
enforcement of creditors'  rights generally,  (ii) general equitable  principles
(whether considered in a proceeding in equity or at law), and (iii) requirements
of reasonableness, good faith and fair dealing.

     (c) Neither the  execution  and  delivery by it of this  Guaranty,  nor the
consummation by it of the transactions herein contemplated, nor compliance by it
with the terms and  provisions  hereof,  will (i)  conflict  with the charter or
other organizational documents of such Guarantor,  (ii) conflict with, result in
a breach of or  constitute  (with or without  notice or lapse of time or both) a
default under any law, rule,  regulation,  order,  writ,  judgment,  injunction,
decree or award  (including,  without  limitation,  any  environmental  property
transfer laws or regulations)  applicable to such Guarantor or any provisions of
any  indenture,  instrument or agreement to which such  Guarantor is party or is
subject or which it or its property is bound or affected, or require termination
of any such  indenture,  instrument  or agreement,  except where such  conflict,
breach or default could not  reasonably  be expected to have a Material  Adverse
Effect,  (iii)  result in or require  the  creation  or  imposition  of any Lien
whatsoever  upon any of the  property  or assets of such  Guarantor,  other than
Liens permitted or created by the Loan  Documents,  or (iv) require any approval
of such  Guarantor's  board of directors or shareholders  or unitholders  except
such as have been  obtained.  Except as set forth in Section  7.03 of the Second
Lien  Term  Loan  Agreement  the  execution,  delivery  and  performance  by the
Guarantors of each of the Loan  Documents to which such  Guarantor is a party do
not and will not  require any  registration  with,  consent or  approval  of, or
notice to, or other action to, with or by any governmental authority,  including
under any environmental  property transfer laws or regulations,  except filings,
consents or notices which have been made.


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     (d) It has no Debt  other than Debt  permitted  under  Section  9.02 of the
Second Lien Term Loan Agreement.

     In addition to the  foregoing,  each of the Guarantors  covenants  that, so
long as any Lender has any  Commitment  outstanding  under the Second  Lien Term
Loan  Agreement or any amount  payable under the Second Lien Term Loan Agreement
or any other Indebtedness shall remain unpaid, it will, and, if necessary,  will
enable the Borrowers to, fully comply with those covenants and agreements of the
Borrowers  applicable to such  Guarantor set forth in such Second Lien Term Loan
Agreement.

     Section 2. The  Guaranty.  Each of the  Guarantors  hereby  unconditionally
guarantees,  jointly  and  severally  with the  other  Guarantors,  the full and
punctual  payment and  performance  when due (whether at stated  maturity,  upon
acceleration or otherwise) of the Indebtedness,  including,  without limitation,
(i) the principal of and interest on each Loan made to each Borrower pursuant to
the Second  Lien Term Loan  Agreement,  (ii) all other  amounts  payable by each
Borrower under the Second Lien Term Loan Agreement and the other Loan Documents,
including,  without limitation, all obligations under Swap Agreements, and (iii)
the punctual and faithful performance,  keeping,  observance, and fulfillment by
each Borrower of all of the agreements,  conditions,  covenants, and obligations
of such Borrower  contained in the Loan  Documents  (all of the foregoing  being
referred to collectively as the "Guaranteed Indebtedness"). Upon (x) the failure
by any Borrower, or any of its Affiliates,  as applicable, to pay punctually any
such amount or perform such obligation,  and (y) such failure  continuing beyond
any applicable  grace or notice and cure period,  each of the Guarantors  agrees
that it shall  forthwith on demand pay such amount or perform such obligation at
the place and in the manner  specified in the Second Lien Term Loan Agreement or
the relevant Loan Document,  as the case may be. Each of the  Guarantors  hereby
agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty
of  payment  and is  not a  guaranty  of  collection.  This  Guaranty  shall  be
subordinated  in right of payment to the Guaranty  granted by the  Guarantors to
the Administrative Agent pursuant to the Senior Credit Facility and any right to
payment  under this  Guaranty  shall at all times be subject to the terms of the
Intercreditor Agreement.

     Section 3. Guaranty Unconditional.  Except as otherwise provided in Section
2 of this Agreement,  the obligations of each of the Guarantors  hereunder shall
be  unconditional  and absolute  and,  without  limiting the  generality  of the
foregoing, shall not be released, discharged or otherwise affected by:

          (i) any extension, renewal, settlement, indulgence, compromise, waiver
     or release of or with respect to the  Guaranteed  Indebtedness  or any part
     thereof  or  any  agreement  relating  thereto,  or  with  respect  to  any
     obligation of any other  guarantor of any of the  Guaranteed  Indebtedness,
     whether (in any such case) by operation of law or otherwise, or any failure
     or  omission  to enforce  any right,  power or remedy  with  respect to the
     Guaranteed  Indebtedness  or any part  thereof  or any  agreement  relating
     thereto, or with respect to any obligation of any other guarantor of any of
     the  Guaranteed  Indebtedness;


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<PAGE>


          (ii) any modification or amendment of or supplement to the Second Lien
     Term  Loan  Agreement,  any Swap  Agreement  or any  other  Loan  Document,
     including,  without  limitation,  any such amendment which may increase the
     amount of, or the  interest  rates  applicable  to,  any of the  Guaranteed
     Indebtedness guaranteed hereby;

          (iii)  any  release,  surrender,   compromise,   settlement,   waiver,
     subordination  or  modification,  with  or  without  consideration,  of any
     collateral  securing the Guaranteed  Indebtedness or any part thereof,  any
     other  guaranties  with respect to the Guaranteed  Indebtedness or any part
     thereof,  or any other  obligation  of any person or entity with respect to
     the Guaranteed  Indebtedness or any part thereof,  or any  nonperfection or
     invalidity  of  any  direct  or  indirect   security  for  the   Guaranteed
     Indebtedness;

          (iv) any  change in the  corporate,  partnership  or other  existence,
     structure or ownership of any Borrower or any other guarantor of any of the
     Guaranteed Indebtedness, or any insolvency,  bankruptcy,  reorganization or
     other similar  proceeding  affecting any Borrower or any other guarantor of
     the  Guaranteed  Indebtedness,  or any of their  respective  assets  or any
     resulting  release or  discharge of any  obligation  of any Borrower or any
     other guarantor of any of the Guaranteed Indebtedness;

          (v) the  existence  of any  claim,  setoff or other  rights  which the
     Guarantors may have at any time against any Borrower,  any other  guarantor
     of  any of the  Guaranteed  Indebtedness,  the  Administrative  Agent,  any
     Secured  Party or any other Person,  whether in  connection  herewith or in
     connection  with any unrelated  transactions,  provided that nothing herein
     shall --------  prevent the assertion of any such claim by separate suit or
     compulsory counterclaim;

          (vi) the enforceability or validity of the Guaranteed  Indebtedness or
     any part  thereof or the  genuineness,  enforceability  or  validity of any
     agreement  relating thereto or with respect to any collateral  securing the
     Guaranteed  Indebtedness  or any part thereof,  or any other  invalidity or
     unenforceability relating to or against any Borrower or any other guarantor
     of any of the Guaranteed Indebtedness, for any reason related to the Second
     Lien Term Loan Agreement, any Swap Agreement or any other Loan Document, or
     any  provision of applicable  law or regulation  purporting to prohibit the
     payment  by  any  Borrower  or  any  other   guarantor  of  the  Guaranteed
     Indebtedness, of any of the Guaranteed Indebtedness;

          (vii) the  failure  of the  Administrative  Agent to take any steps to
     perfect and maintain  any  security  interest in, or to preserve any rights
     to, any security or collateral for the Guaranteed Indebtedness, if any;

          (viii)the election by, or on behalf of, any one or more of the Holders
     of Secured  Indebtedness,  in any proceeding instituted under Chapter 11 of
     Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the "Bankruptcy
     Code"), of the application of Section 1111(b)(2) of the Bankruptcy Code;

          (ix) any borrowing or grant of a security interest by any Borrower, as
     debtor-in-possession, under Section 364 of the Bankruptcy Code;


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<PAGE>


          (x) the disallowance, under Section 502 of the Bankruptcy Code, of all
     or any portion of the claims of the Secured  Parties or the  Administrative
     Agent for repayment of all or any part of the Guaranteed Indebtedness;

          (xi) the  failure of any other  guarantor  to sign or become  party to
     this Guaranty or any amendment, change, or reaffirmation hereof; or

          (xii)  any other  act or  omission  to act or delay of any kind by any
     Borrower,  any  other  guarantor  of  the  Guaranteed   Indebtedness,   the
     Administrative  Agent,  any Secured  Party or any other Person or any other
     circumstance whatsoever which might, but for the provisions of this Section
     3, constitute a legal or equitable discharge of any Guarantor's obligations
     hereunder.

     Section 4.  Discharge Only Upon Payment In Full;  Reinstatement  In Certain
Circumstances.  Each of the  Guarantors'  obligations  hereunder shall remain in
full force and effect until all Guaranteed  Indebtedness  (other than contingent
indemnity obligations and Indebtedness in respect of Swap Agreements) shall have
been paid in full in cash and the  Commitments  under the Second  Lien Term Loan
Agreement  shall have  terminated or expired.  If at any time any payment of the
principal of or interest on any Loan or any other amount payable by any Borrower
or any other party under the Second Lien Term Loan Agreement, any Swap Agreement
or any other  Loan  Document  is  rescinded  or must be  otherwise  restored  or
returned upon the insolvency,  bankruptcy or  reorganization  of any Borrower or
otherwise,  each of the Guarantors'  obligations  hereunder with respect to such
payment  shall be reinstated as though such payment had been due but not made at
such time.

     Section 5. General Waivers; Additional Waivers.

     (A) General Waivers.  Each of the Guarantors  irrevocably waives acceptance
hereof,  presentment,  demand or  action on  delinquency,  protest  and,  to the
fullest extent permitted by law, any notice not provided for herein or under the
other Loan Documents,  as well as any requirement that at any time any action be
taken by any Person against any Borrower,  any other guarantor of the Guaranteed
Indebtedness, or any other Person.

     (B) Additional  Waivers.  Notwithstanding  anything herein to the contrary,
each  of the  Guarantors  hereby  absolutely,  unconditionally,  knowingly,  and
expressly waives:

          (i) any  right  it may  have to  revoke  this  Guaranty  as to  future
     indebtedness or notice of acceptance hereof;

          (ii) (1) notice of acceptance hereof; (2) notice of any loans or other
     financial  accommodations  made or extended under the Loan Documents or the
     creation or existence  of any  Guaranteed  Indebtedness;  (3) notice of the
     amount  of  the  Guaranteed   Indebtedness,   subject,   however,  to  each
     Guarantor's  right to make  inquiry  of  Administrative  Agent and  Secured
     Parties to  ascertain  the  amount of the  Guaranteed  Indebtedness  at any
     reasonable  time;  (4)  notice  of any  adverse  change  in  the  financial
     condition  of any  Borrower or of any other fact that might  increase  such
     Guarantor's risk hereunder;  (5) notice of presentment for payment, demand,
     protest, and notice thereof as to any instruments among the Loan Documents;
     (6) notice of any Default or Event of


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<PAGE>

     Default;  and (7) all other notices  (except if such notice is specifically
     required  to be  given  to such  Guarantor  hereunder  or  under  the  Loan
     Documents) and demands to which each Guarantor might otherwise be entitled;

          (iii) its right, if any, to require the  Administrative  Agent and the
     other Secured  Parties to institute suit against,  or to exhaust any rights
     and remedies which the  Administrative  Agent and the other Secured Parties
     have or may have  against,  the other  Guarantors  or any third  party,  or
     against any collateral provided by the other Guarantors or any third party;
     and each  Guarantor  further  waives any  defense  arising by reason of any
     disability  or other  defense  (other than the defense that the  Guaranteed
     Indebtedness  shall have been fully and finally  performed and indefeasibly
     paid) of the other  Guarantors or by reason of the cessation from any cause
     whatsoever of the liability of the other Guarantors in respect thereof;

          (iv) (a) any rights to assert against the Administrative Agent and the
     other  Secured   Parties  any  defense  (legal  or   equitable),   set-off,
     counterclaim,  or  claim  which  such  Guarantor  may  now or at  any  time
     hereafter  have against the other  Guarantors  or any other party liable to
     the  Administrative  Agent and the other Secured Parties;  (b) any defense,
     set-off, counterclaim, or claim, of any kind or nature, arising directly or
     indirectly  from the  present or future  lack of  perfection,  sufficiency,
     validity, or enforceability of the Guaranteed  Indebtedness or any security
     therefor;  and (c) any defense such Guarantor has to performance hereunder,
     and any right such  Guarantor has to be  exonerated,  arising by reason of:
     the  impairment or suspension of the  Administrative  Agent's and the other
     Secured  Parties'  rights or  remedies  against the other  Guarantors;  the
     alteration by the Administrative Agent and the other Secured Parties of the
     Guaranteed Indebtedness; any discharge of the other Guarantors' obligations
     to the  Administrative  Agent and the other Secured Parties by operation of
     law as a  result  of the  Administrative  Agent's  and  the  other  Secured
     Parties'  intervention or omission; or the acceptance by the Administrative
     Agent and the other Secured Parties of anything in partial  satisfaction of
     the Guaranteed Indebtedness; and

          (v) any defense arising by reason of or deriving from (a) any claim or
     defense based upon an election of remedies by the Administrative  Agent and
     the other Secured Parties; or (b) any election by the Administrative  Agent
     and the other  Secured  Parties  under  Section  1111(b) of Title 11 of the
     United  States Code entitled  "Bankruptcy",  as now and hereafter in effect
     (or any  successor  statute),  to limit the  amount  of, or any  collateral
     securing, its claim against the Guarantors:

     Section 6. Subordination of Subrogation.  Until the Guaranteed Indebtedness
have been paid in full in cash and  finally  performed  (other  than  contingent
indemnity  obligations and  Indebtedness in respect of the Swap  Agreements) the
Guarantors  (i)  shall  have  no  right  of  subrogation  with  respect  to such
Guaranteed Indebtedness and (ii) waive any right to enforce any remedy which the
Secured  Parties  or the  Administrative  Agent now have or may  hereafter  have
against any  Borrower,  any endorser or any  guarantor of all or any part of the
Indebtedness or any other Person,  and until such time the Guarantors  waive any
benefit of, and any right to participate in, any security or collateral given to
the  Secured  Parties  and the  Administrative  Agent to secure  the  payment or
performance  of  all or any  part of the  Guaranteed  Indebtedness or


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any  other  liability  of each  Borrower  to the  Secured  Parties.  Should  any
Guarantor  have the  right,  notwithstanding  the  foregoing,  to  exercise  its
subrogation   rights,  each  Guarantor  hereby  expressly  and  irrevocably  (A)
subordinates   any  and  all  rights  at  law  or  in  equity  to   subrogation,
reimbursement,  exoneration,  contribution,  indemnification or set off that the
Guarantor may have to the payment in full in cash of the Guaranteed Indebtedness
until  the  Guaranteed  Indebtedness  are  paid  in full  in  cash  (other  than
contingent indemnity obligations and Indebtedness in respect of Swap Agreements)
and  (B)  waives  any and all  defenses  available  to a  surety,  guarantor  or
accommodation  co-obligor until the Guaranteed  Indebtedness are paid in full in
cash (other than contingent  indemnity  obligations  other than  Indebtedness in
respect of Swap  Agreements).  Each Guarantor  acknowledges and agrees that this
subordination  is intended to benefit the  Administrative  Agent and the Secured
Parties  and shall not limit or  otherwise  affect  such  Guarantor's  liability
hereunder or the  enforceability of this Guaranty,  and that the  Administrative
Agent,  the Secured  Parties  and their  respective  successors  and assigns are
intended  third party  beneficiaries  of the waivers and agreements set forth in
this Section 6.

     Section 7. Contribution with Respect to Guaranteed Indebtedness.

     (a) To the  extent  that any  Guarantor  shall  make a payment  under  this
Guaranty (a "Guarantor  Payment") which, taking into account all other Guarantor
Payments then previously or concurrently  made by any other  Guarantor,  exceeds
the  amount  which  otherwise  would have been paid by or  attributable  to such
Guarantor  if each  Guarantor  had paid the  aggregate  Guaranteed  Indebtedness
satisfied by such Guarantor  Payment in the same proportion as such  Guarantor's
"Allocable  Amount" (as defined below) (as determined  immediately prior to such
Guarantor  Payment)  bore  to the  aggregate  Allocable  Amounts  of each of the
Guarantors  as  determined  immediately  prior to the  making of such  Guarantor
Payment,  then,  following  payment in full in cash of the Guarantor Payment and
the Guaranteed  Indebtedness  (other than contingent  indemnity  obligations and
Indebtedness in respect of Swap Agreements), and all Commitments have terminated
or  expired,  such  Guarantor  shall be  entitled  to receive  contribution  and
indemnification  payments from,  and be reimbursed by, each other  Guarantor for
the  amount of such  excess,  pro rata based  upon  their  respective  Allocable
Amounts in effect immediately prior to such Guarantor Payment.

     (b)  As of  any  date  of  determination,  the  "Allocable  Amount"  of any
Guarantor  shall be equal to the maximum amount of the claim which could then be
recovered from such Guarantor under this Guaranty  without  rendering such claim
voidable or avoidable  under Section 548 of Chapter 11 of the Bankruptcy Code or
under any applicable state Uniform  Fraudulent  Transfer Act, Uniform Fraudulent
Conveyance Act or similar statute or common law.

     (c) This Section 7 is intended  only to define the  relative  rights of the
Guarantors,  and  nothing  set forth in this  Section 7 is  intended to or shall
impair the  obligations of the  Guarantors,  jointly and  severally,  to pay any
amounts as and when the same shall become due and payable in accordance with the
terms of this Guaranty.

     (d) The parties  hereto  acknowledge  that the rights of  contribution  and
indemnification hereunder shall constitute assets of the Guarantor or Guarantors
to which such contribution and indemnification is owing.


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     (e) The rights of the indemnified Guarantors against other Guarantors under
this Section 7 shall be exercisable  upon the full and  indefeasible  payment of
the Guaranteed  Indebtedness  (other than contingent  indemnity  obligations and
Indebtedness in respect of Swap  Agreements) in full in cash and the termination
or expiry (or in the case of all Letters of Credit full  collateralization),  on
terms  reasonably  acceptable to the  Administrative  Agent,  of the Commitments
under the Second Lien Term Loan Agreement.

     Section 8. Stay of Acceleration. If acceleration of the time for payment of
any amount  payable by any Borrower  under the Second Lien Term Loan  Agreement,
any counterparty to any Swap Agreement or any other Loan Document is stayed upon
the  insolvency,  bankruptcy or  reorganization  of any Borrower or any of their
Affiliates,  all such amounts otherwise subject to acceleration  under the terms
of the Second Lien Term Loan  Agreement,  any Swap  Agreement  or any other Loan
Document  shall  nonetheless  be  payable  by each of the  Guarantors  hereunder
forthwith  on  demand by the  Administrative  Agent.

     Section 9. Notices.  All notices,  requests and other communications to any
party hereunder shall be given in the manner  prescribed in Section 12.01 of the
Second Lien Term Loan Agreement with respect to the Administrative  Agent at its
notice address  therein and, with respect to any  Guarantor,  in the care of the
Borrowers at the address of the Borrowers set forth in the Second Lien Term Loan
Agreement,  or such other address or telecopy number as such party may hereafter
specify for such  purpose by notice to the  Administrative  Agent in  accordance
with the provisions of such Section 12.01.

     Section 10. No Waivers. No failure or delay by the Administrative  Agent or
any Secured Party in exercising any right,  power or privilege  hereunder  shall
operate as a waiver  thereof  nor shall any single or partial  exercise  thereof
preclude  any other or further  exercise  thereof or the  exercise  of any other
right,  power or privilege.  The rights and remedies  provided in this Guaranty,
the  Second  Lien Term Loan  Agreement,  any Swap  Agreement  and the other Loan
Documents  shall be  cumulative  and not  exclusive  of any  rights or  remedies
provided by law.

     Section 11. Successors and Assigns. This Guaranty is for the benefit of the
Administrative Agent and the Secured Parties and their respective successors and
permitted  assigns,  provided,  that no Guarantor shall have any right to assign
its rights or obligations  hereunder  without the consent of the  Administrative
Agent, and any such assignment in violation of this Section 11 shall be null and
void; and in the event of an assignment of any amounts  payable under the Second
Lien Term Loan  Agreement,  any Swap  Agreement  or the other Loan  Documents in
accordance  with the respective  terms  thereof,  the rights  hereunder,  to the
extent applicable to the indebtedness so assigned,  may be transferred with such
indebtedness.  This Guaranty  shall be binding upon each of the  Guarantors  and
their respective successors and assigns.

     Section 12. Changes in Writing.  Other than in connection with the addition
of  additional  Subsidiaries,   which  become  parties  hereto  by  executing  a
Supplement hereto in the form attached as Annex I, neither this Guaranty nor any
provision hereof may be changed,  waived,  discharged or terminated  orally, but
only in writing signed by each of the Guarantors


                                       8
<PAGE>


and the  Administrative  Agent  with the  consent  of the  requisite  Lenders as
required under the terms of the Second Lien Term Loan Agreement.

     Section  13.  CHOICE  OF LAW.  THIS  GUARANTY  SHALL BE  GOVERNED  BY,  AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     Section 14. CONSENT TO JURISDICTION; JURY TRIAL.

     (A) CONSENT TO JURISDICTION.  EACH GUARANTOR HEREBY IRREVOCABLY  SUBMITS TO
THE  NON-EXCLUSIVE  JURISDICTION  OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
COURT SITTING IN NEW YORK,  NEW YORK IN ANY ACTION OR PROCEEDING  ARISING OUT OF
OR RELATING TO ANY CREDIT DOCUMENTS AND EACH GUARANTOR HEREBY IRREVOCABLY AGREES
THAT ALL  CLAIMS  IN  RESPECT  OF SUCH  ACTION  OR  PROCEEDING  MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT  FORUM.  NOTHING HEREIN SHALL
LIMIT  THE  RIGHT  OF THE  ADMINISTRATIVE  AGENT OR ANY  SECURED  PARTY TO BRING
PROCEEDINGS AGAINST ANY GUARANTOR IN THE COURTS OF ANY OTHER  JURISDICTION.  ANY
JUDICIAL  PROCEEDING BY ANY GUARANTOR  AGAINST THE  ADMINISTRATIVE  AGENT OR ANY
SECURED PARTY OR ANY AFFILIATE OF THE ADMINISTRATIVE  AGENT OR ANY SECURED PARTY
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR  CONNECTED  WITH THIS  GUARANTY  OR ANY OTHER  CREDIT  DOCUMENT  SHALL BE
BROUGHT ONLY IN A COURT SITTING IN NEW YORK, NEW YORK.

     (B) WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY
JUDICIAL  PROCEEDING  INVOLVING,  DIRECTLY OR  INDIRECTLY,  ANY MATTER  (WHETHER
SOUNDING IN TORT,  CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED  WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE  RELATIONSHIP
ESTABLISHED THEREUNDER.

     Section 15. No Strict  Construction.  The parties hereto have  participated
jointly  in the  negotiation  and  drafting  of this  Guaranty.  In the event an
ambiguity or question of intent or interpretation arises, this Guaranty shall be
construed  as if drafted  jointly by the parties  hereto and no  presumption  or
burden of proof shall arise favoring or  disfavoring  any party by virtue of the
authorship of any provisions of this Guaranty.

     Section  16.  Expenses  of  Enforcement,  Etc.  Subject to the terms of the
Second  Lien Term Loan  Agreement,  if an Event of Default has  occurred  and is
continuing under the Second Lien Term Loan Agreement, the Lenders shall have the
right at any time to direct the  Administrative  Agent to  commence  enforcement
proceedings with respect to the Guaranteed Indebtedness. The Guarantors agree to
reimburse  the  Administrative  Agent and the Secured  Parties for any costs and
out-of-pocket expenses (including reasonable attorneys' fees and time


                                       9
<PAGE>


charges of attorneys for the Administrative Agent and the Secured Parties, which
attorneys may be employees of the  Administrative  Agent or the Secured Parties)
paid or incurred by the Administrative  Agent or any Secured Party in connection
with the  collection and  enforcement  of amounts due under the Loan  Documents,
including without limitation this Guaranty.  The Administrative  Agent agrees to
distribute payments received from any of the Guarantors hereunder to the Secured
Parties on a pro rata basis for  application in accordance with the terms of the
Second Lien Term Loan Agreement and the Intercreditor Agreement.

     Section  17.  Setoff.  At any time after all or any part of the  Guaranteed
Indebtedness  have become due and payable (by  acceleration or otherwise),  each
Secured Party and the Administrative  Agent may, without notice to any Guarantor
and  regardless of the  acceptance of any security or collateral for the payment
hereof,  appropriate  and apply  toward  the  payment  of all or any part of the
Guaranteed  Indebtedness  (i) any  indebtedness  due or to become  due from such
Secured Party or the Administrative Agent to any Guarantor, and (ii) any moneys,
credits or other  property  belonging to any  Guarantor,  at any time held by or
coming into the possession of such Secured Party or the Administrative  Agent or
any of their respective affiliates.

     Section  18.   Financial   Information.   Each  Guarantor   hereby  assumes
responsibility  for keeping itself  informed of the financial  condition of each
Borrower and any and all endorsers and/or other Guarantors of all or any part of
the Guaranteed  Indebtedness,  and of all other  circumstances  bearing upon the
risk of nonpayment of the  Guaranteed  Indebtedness,  or any part thereof,  that
diligent inquiry would reveal, and each Guarantor hereby agrees that none of the
Secured  Party or the  Administrative  Agent  shall have any duty to advise such
Guarantor of  information  known to any of them  regarding such condition or any
such circumstances.  In the event any Secured Party or the Administrative Agent,
in its sole  discretion,  undertakes at any time or from time to time to provide
any such  information to a Guarantor,  such Secured Party or the  Administrative
Agent shall be under no obligation (i) to undertake any investigation not a part
of its regular  business  routine,  (ii) to disclose any information  which such
Secured Party or the  Administrative  Agent,  pursuant to accepted or reasonable
commercial  finance or banking  practices,  wishes to maintain  confidential  or
(iii) to make any other or future  disclosures of such  information or any other
information to such Guarantor.

     Section  19.  Severability.  Wherever  possible,  each  provision  of  this
Guaranty  shall be interpreted in such manner as to be effective and valid under
applicable  law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such  provision  shall be  ineffective  to the extent of
such  prohibition  or  invalidity  without  invalidating  the  remainder of such
provision or the remaining provisions of this Guaranty.

     Section 20. Merger. This Guaranty represents the final agreement of each of
the  Guarantors  with  respect to the  matters  contained  herein and may not be
contradicted by evidence of prior or contemporaneous  agreements,  or subsequent
oral   agreements,   between  any   Guarantor  and  any  Secured  Party  or  the
Administrative Agent.

     Section 21. Headings. Section headings in this Guaranty are for convenience
of reference  only and shall not govern the  interpretation  of any provision of
this Guaranty.

                           [SIGNATURE PAGES TO FOLLOW]


                                       10
<PAGE>



     IN WITNESS WHEREOF,  each Initial  Guarantor has caused this Guaranty to be
duly  executed  by its  authorized  officer as of the day and year  first  above
written.

BLUESTEM PIPELINE, LLC, as a            QUEST CHEROKEE OILFIELD SERVICE,
Guarantor                               LLC, as a Guarantor

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

J-W GAS GATHERING, L.L.C., as a         QUEST ENERGY SERVICE, INC., as a
Guarantor                               Guarantor

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

PONDEROSA GAS PIPELINE COMPANY,         QUEST OIL & GAS CORPORATION, as
INC., as a Guarantor                    a Guarantor

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

PRODUCERS SERVICE INCORPORATED, as      STP CHEROKEE, INC. , as a
a Guarantor                             Guarantor

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






                           Signature Page to Guaranty

<PAGE>




Acknowledged and Agreed to:

GUGGENHEIM CORPORATE FUNDING, LLC,  as Administrative Agent

By: /s/  Todd L. Boehly
    -------------------------------
    Name:  Todd L. Boehly
    Title: Managing Director








                           Signature Page to Guaranty