EXECUTION COPY


                                                EXHIBIT F-2 TO CREDIT AGREEMENT


                                    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 Credit Agreement
described below.

                                   WITNESSETH:

     WHEREAS, Quest Cherokee, LLC and Quest Resource Corporation  (collectively,
the  "Borrowers")  have entered into a Senior Credit  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  as  Lenders  (the
"Lenders")  (as the same may be amended,  restated,  supplemented  or  otherwise
modified  from time to time,  the "Credit  Agreement")  which  Credit  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 Credit  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 Credit 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  Credit  Agreement,  each of the  Guarantors  is willing  to  guarantee  the
Indebtedness under the Credit Agreement and the other Loan Documents;



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     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:

     Section 1.  Representations,  Warranties and Covenants.  In order to induce
the Administrative  Agent and the Lenders to enter into the Credit Agreement and
to make the Loans and the other financial accommodations to the Borrowers and to
issue the  Letters  of Credit  described  in the Credit  Agreement,  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 Credit  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

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have been obtained.  Except as set forth in Section 7.03 of the Credit 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.

     (d) It has no Debt  other than Debt  permitted  under  Section  9.02 of the
Credit Agreement.

     In addition to the  foregoing,  each of the Guarantors  covenants  that, so
long as any Lender has any Commitment  outstanding under the Credit Agreement or
any amount payable under the Credit  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 Credit 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  Credit  Agreement,  (ii) any  reimbursement  obligations  in  respect of LC
Disbursements  of each Borrower or the  performance by it of such  reimbursement
obligations,  (iii) all other amounts  payable by each Borrower under the Credit
Agreement  and the other Loan  Documents,  including,  without  limitation,  all
obligations   under  Swap  Agreements,   and  (iv)  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 Credit 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.

     Section  3.  Guaranty  Unconditional.   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


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     with  respect  to any  obligation  of  any  other  guarantor  of any of the
     Guaranteed Indebtedness;

          (ii) any  modification  or  amendment of or  supplement  to the Credit
     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 Credit
     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;


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<PAGE>



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

          (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  and all Letters of Credit issued
under the Credit  Agreement  shall have terminated or expired or, in the case of
all Letters of Credit, are fully  collateralized on terms reasonably  acceptable
to the  Administrative  Agent. If at any time any payment of the principal of or
interest on any Loan or reimbursement  obligation in respect of LC Disbursements
or any other amount  payable by any Borrower or any other party under the Credit
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;


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          (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 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:

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     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
Issuing  Bank,  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
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 and Letters of
Credit have terminated or expired or, in the case of all Letters of Credit,  are
fully collateralized on terms reasonably acceptable to the Administrative Agent,
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

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<PAGE>

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.

     (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 and
all Letters of Credit issued under the Credit Agreement.

     Section 8. Stay of Acceleration. If acceleration of the time for payment of
any amount payable by any Borrower under the Credit 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 Credit
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
Credit 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  Credit  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 Credit  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

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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 Credit  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  and the  Administrative  Agent
with the consent of the requisite Lenders as required in Section 12.02(b) of the
Credit 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.

                                       9

<PAGE>


     (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
Credit  Agreement,  if an Event of Default has occurred and is continuing  under
the Credit 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 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 Credit 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 Parties 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

                                       10

<PAGE>


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]

                                       11

<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  Guarantor     QUEST CHEROKEE OILFIELD SERVICE,
                                            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,             STP CHEROKEE, INC., as a Guarantor
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



                           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