GUARANTY

Exhibit 10.4

GUARANTY

THIS GUARANTY (this "Guaranty") is dated as of December 22, 2003, by QUEST

RESOURCE CORPORATION, a Nevada corporation ("Guarantor"), in favor of CHEROKEE

ENERGY PARTNERS LLC, a Delaware limited liability company ("Cherokee").

W I T N E S S E T H:

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WHEREAS, Cherokee is acquiring certain Class A membership interests in

Quest Cherokee, LLC, a Delaware limited liability company ("Quest Cherokee")

pursuant to that certain Membership Interest Purchase Agreement (the "Member

Purchase Agreement") dated December 22, 2003 by and among Cherokee, Quest

Cherokee, Quest Oil & Gas Corporation, a Kansas corporation ("QOG"), Quest

Energy Service, Inc., a Kansas corporation ("QES"), STP Cherokee, Inc., an

Oklahoma corporation ("STPC"), Ponderosa Gas Pipeline Company, Inc., a Kansas

corporation ("PGPC"), Producers Service, Incorporated, a Kansas corporation

("PSI"), and J-W Gas Gathering, L.L.C., a Kansas limited liability company

("JW", and together with QOG, QES, STPC, PGPC and PSI, the "Quest

Subsidiaries").

WHEREAS, in connection with the Member Purchase Agreement, the Quest

Subsidiaries are parties to those agreements described on Exhibit A attached

hereto (together with the Member Purchase Agreement, the "Obligation

Documents"); and

WHEREAS, as a condition to Cherokee entering into the Member Purchase

Agreement, Guarantor is obligated to execute and deliver this Guaranty; and

WHEREAS, the board of directors of Guarantor has determined that valuable

benefits will be derived by it as a result of the Member Purchase Agreement; and

WHEREAS, the board of directors of Guarantor has determined that

Guarantor's execution, delivery and performance of this Guaranty may reasonably

be expected to benefit Guarantor, directly or indirectly, and are in the best

interests of Guarantor; and

WHEREAS, Guarantor has further determined that the benefits accruing to it

from the Obligation Documents exceed Guarantor's anticipated liability under

this Guaranty.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of

which are hereby acknowledged and confessed, Guarantor hereby covenants and

agrees as follows:

1. Guarantor hereby absolutely and unconditionally guarantees the prompt,

complete and full payment and performance when due, no matter how such shall

become due, of the Obligations, and further guarantees that the Quest

Subsidiaries will properly and timely perform the Obligations, including

satisfaction of any payment and indemnification obligations thereunder. As used

herein, "Obligations" shall mean, collectively, the payment and performance by

the Quest Subsidiaries of (i) all payment and indemnity obligations of the Quest

Subsidiaries created under and evidenced by the Obligation Documents and (ii)

with respect to the LLC Agreement described on Exhibit A (the "LLC Agreement")

that is a part of the Obligation Documents, all payment and indemnity

obligations together with any obligations

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regarding Defects (as defined in the LLC Agreement) and any distributions or

allocations owing in connection therewith, for the benefit of Cherokee, its

successors and permitted transferees and assignees.

2. If Guarantor is or becomes liable for any of the Obligations or any

other obligations under the Obligation Documents otherwise than under this

Guaranty, such liability shall not be in any manner impaired or affected hereby,

and the rights of Cherokee hereunder shall be cumulative of any and all other

rights that Cherokee may ever have against Guarantor. The exercise by Cherokee

of any right or remedy hereunder or under any other instrument, at law or in

equity, shall not preclude the concurrent or subsequent exercise of any other

right or remedy.

3. In the event of default or breach by the Quest Subsidiaries in

performance of the Obligations, or any part thereof, when such Obligations

become due, either by their terms or as the result of the exercise of any power

to accelerate or to compel performance, Guarantor shall, on demand, and without

further notice of dishonor and without any notice having been given to Guarantor

previous to such demand of the acceptance by Cherokee of this Guaranty, and

without any notice having been given to such Guarantor previous to such demand

of the creating or incurring of such Obligations, perform such Obligations as

set forth in this Guaranty, and it shall not be necessary for Cherokee, in order

to enforce such payment by Guarantor, first, to institute suit or exhaust its

remedies against the Quest Subsidiaries or others liable on such Obligations, to

have the Quest Subsidiaries joined with Guarantor in any suit brought under this

Guaranty or to enforce their rights against any security which shall ever have

been given to secure such Obligations; provided, however, that in the event

Cherokee elects to enforce and/or exercise any remedies it may possess with

respect to any security for the Obligations prior to demanding payment and/or

performance from Guarantor, Guarantor shall nevertheless be obligated hereunder

for any and all sums still owing to Cherokee on the Obligations and not repaid

or recovered incident to the exercise of such remedies and for performance of

all Obligations not performed.

4. Notice to Guarantor of the acceptance of this Guaranty and of the

making, renewing or assignment of the Obligations and each item thereof, are

hereby expressly waived by Guarantor.

5. Any payment on the Obligations shall be deemed to have been made by the

Quest Subsidiaries unless express written notice is given to Cherokee at the

time of such payment that such payment is made by Guarantor as specified in such

notice.

6. If all or any part of the Obligations at any time are secured, Guarantor

agrees that Cherokee may at any time and from time to time, at its discretion

and with or without valuable consideration, allow substitution or withdrawal of

collateral or other security and release collateral or other security or

compromise or settle any amount due or owing under the Obligation Documents or

amend or modify in whole or in part the Obligation Documents in accordance with

the terms thereof without impairing or diminishing the obligations of Guarantor

hereunder. Guarantor further agrees that if the Quest Subsidiaries execute in

favor of Cherokee any collateral agreement, mortgage or other security

instrument, the exercise by Cherokee of any right or remedy thereby conferred on

Cherokee shall be wholly discretionary with Cherokee, and

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that the exercise or failure to exercise any such right or remedy shall in no

way impair or diminish the obligation of Guarantor hereunder. Guarantor further

agrees that Cherokee shall not be liable for its failure to use diligence in the

collection or enforcement of the Obligations or in preserving the liability of

any Person liable for the Obligations, and Guarantor hereby waives presentment

for payment, notice of nonpayment, protest and notice thereof (including notice

of acceleration), and diligence in bringing suits against any Person liable on

the Obligations, or any part thereof.

7. Guarantor agrees that Cherokee, in its discretion, may (a) bring suit

against all guarantors (including, without limitation, Guarantor hereunder) of

the Obligations and any other obligor jointly and severally or against any one

or more of them, (b) compound or settle with any one or more of such guarantors

and other obligors for such consideration as Cherokee may deem proper, and (c)

release one or more of such guarantors or obligors from liability hereunder, and

that