"EXHIBIT 4"

                  INDENTURE OF TRUST AMENDMENT NO. 2 BETWEEN
                  CONCORD ENERGY INCORPORATED AND FIRST UNION
                  NATIONAL BANK, AS SUCCESSOR TRUSTEE DATED AS
                  OF OCTOBER 31, 1997

     INDENTURE  OF TRUST  AMENDMENT  NO. 2,  dated as of October  31,  1997 (the
"Amendment  No. 2"), by and  between  CONCORD  ENERGY  INCORPORATED,  a Delaware
Corporation  having  its  principal  place  of  business  at 1515  Simmons  St.,
Jourdanton,  Texas (the  "Company")  and First Union  National  Bank, a national
banking  associations  organized  under  the  laws  of the  United  States  (the
"Trustee").

                              W I T N E S S E T H:

     WHEREAS,  the Company and First Fidelity  Bank,  National  Association,  as
predecessor  trustee have previously  executed an Indenture of Trust dated as of
May 8, 1995 (the "Original  Indenture")  and an Indenture of Trust  Amendment #1
dated as of April 30, 1997 which  extended the due date of the notes from May 1,
1997 to November 1, 1997; and

     WHEREAS,  the Company  issued  $2,920,000  aggregate  principal  amount 10%
Promissory Notes due November 1, 1997 ("Notes") to the noteholders listed in the
Consent  to  Amendment  attached  hereto  (each a  "Holder"  and  together,  the
"Holders") pursuant to such Original Indenture; and

     WHEREAS, the Company has requested that the Original Indenture, as amended,
be amended in order to extend the  maturity  date of the Notes from  November 1,
1997 to December 31, 1997; and

     WHEREAS,  each of the Holders have  consented to such a change in the terms
of the Original Indenture and the Notes; and

     WHEREAS,  it is  necessary  to amend the  Original  Indenture  by  adopting
Amendment No. 2 (together with the Original Indenture, the "Indenture")

     NOW, THEREFORE, the Issuer and the Company hereby agree as follows:

     Section 1.01. Definitions.  Defined terms shall have the meanings set forth
in the Original Indenture.

     Section 1.02. Amendment of Section 4.04 of Original Indenture. Section 4.04
in the Original Indenture is hereby amended to read as follows:


<PAGE>

     "Section 4.04. Payments Into the Debt Service Fund; Disbursements.

          (A) At least five Business Days prior to each interest payment date
          and any redemption date, the Company shall deposit into the Debt
          Service Fund the amount required to pay the respective interest on,
          and Redemption Price of, the Notes payable on such date. At least five
          Business Days prior to December 31, 1997, the Company shall deposit
          into the Debt Service Fund the amount required to pay the Principal of
          the Notes payable on December 31, 1997.

          (B) The Trustee shall pay out of the Debt Service Fund to the paying
          agent (i) on or before each interest payment date for the Notes, the
          amount required for the interest payable on such date; (ii) on or
          before December 31, 1997, the amount required to pay the principal of
          the Notes; and (iii) on or before any redemption date for the Notes,
          the amount required to pay the principal of the Notes; the amount
          required for the payment of the Redemption Price of such Notes."

     Section 1.03.  Amendment of Schedule A. Exhibit A to the Original Indenture
shall be amended to be  substantially in the form set forth in Exhibit A hereto,
which is incorporated in and forms a part of this Amendment No. 2.

     Section  1.04.  Authority  for  Amendment  No. 2. This  Amendment  No. 2 is
executed in accordance with Section 10.02 of the Original Indenture. Further, in
accordance with  Sub-Section (d) of Section 10.02,  because this Amendment No. 2
will  change  the amount or time of any  payment  required  by the Notes,  it is
necessary to obtain the consent of every Holder.

     Section 1.05.  Exchange of Notes.  In accordance  with Section 10.05 of the
Indenture,  the Trustee shall exchange any Notes currently  outstanding that are
surrendered  to it with new Notes or,  alternatively,  make a  notation  on such
Notes to reflect the changes set forth in this Amendment No. 2.

     Section  1.06.  Indemnification.  The Company  shall  indemnify the Trustee
against any loss or liability, including reasonable expenses, arising out of the
execution of this  Amendment No. 2 except for any loss or liability  incurred by
the Trustee as a result of the Trustee's gross negligence or willful misconduct.

     Section 1.07. Effect of Consent. This Amendment No. 2 shall bind any Holder
who has consented  thereto and every subsequent Holder of a Note or a portion of
a Note that evidences the same debt as the consenting Holder's Note.


                                       2
<PAGE>

     Section  1.08.  Duplicate  Originals.  The  parties  may sign any number of
copies of this  Amendment No. 2. Each signed copy shall be an original,  but all
of them together represent the same agreement.

     Section 1.09.  Counterparts.  This  Amendment  No. 2 may be  simultaneously
executed in several counterparts,  each of which shall be an original and all of
which shall constitute but one and the same instrument.


                                          CONCORD ENERGY INCORPORATED

                                          BY: /S/  DERAL KNIGHT

                                          NAME: DERAL KNIGHT

                                          TITLE: PRESIDENT & CEO

ATTEST:

BY: /S/ SHIRLEY J. BOYLE

NAME: SHIRLEY J. BOYLE

DATE: 11/7/97

                                          FIRST UNION NATIONAL BANK, as
                                          successor Trustee to FIRST FIDELITY
                                          BANK, NATIONAL ASSOCIATION

                                          BY: /S/ JAMES J. WATERS

                                          NAME: JAMES J. WATERS

                                          TITLE: VICE PRESIDENT

ATTEST:

BY: /S/  PAUL O'BRIEN

NAME: PAUL O'BRIEN

TITLE: ASSISTANT VICE PRESIDENT


                                       3
<PAGE>

This Amendment No. 2 is
hereby consented to by:

                                          KNIGHT EQUIPMENT & MANUFACTURING
                                          CORPORATION, as Guarantor

                                          BY: /S/ BARRY LAIDLAW

                                          NAME: BARRY LAIDLAW

                                          TITLE: PRESIDENT


                                          JOINT VENTURE BETWEEN KNIGHT EQUIPMENT
                                          & MANUFACTURING CORPORATION AND
                                          CONCORD ENERGY, INCORPORATED, as
                                          Guarantor

                                          KNIGHT EQUIPMENT & MANUFACTURING
                                               CORPORATION

                                          BY: /S/  BARRY LAIDLAW

                                          NAME: BARRY LAIDLAW

                                          TITLE: PRESIDENT


                                          CONCORD ENERGY INCORPORATED

                                          BY: /S/ DERAL KNIGHT

                                          NAME: DERAL KNIGHT

                                          TITLE:  PRESIDENT & CEO


                                       4
<PAGE>

                              OFFICERS CERTIFICATE

     The undersigned officers of Concord Energy Incorporated  ("Concord") hereby
certify that  Amendment No. 2 to the Indenture of Trust  originally  dated as of
May 8, 1995 ("Indenture") between Concord Energy Incorporated and First Fidelity
Bank, National  Association,  as Trustee has been approved by Concord's Board of
Directors  at a duly  constituted  meeting as required  by Section  10.06 of the
Indenture.

DATED:  Jourdanton, Texas
        October 31, 1997

                                                /S/ DERAL KNIGHT
                                                -----------------------------
                                                Deral Knight, President
                                                Concord Energy Incorporated


                                                /S/ SHIRLEY J. BOYLE
                                                -----------------------------
                                                Shirley J. Boyle, Secretary
                                                Concord Energy Incorporated



                                       5
<PAGE>

                                    EXHIBIT 4

                           CONSENT TO AMENDMENT NO. 2

     We, the  undersigned  Holders of the principal  amount of Notes  identified
below and issued  pursuant to that  certain  Indenture  of Trust (the  "Original
Indenture")  between  Concord  Energy  Incorporated  and  First  Fidelity  Bank,
National  Association,  as  Trustee,  dated as of May 8, 1995,  as amended as of
April 30, 1997, hereby consent to Amendment No. 2, dated as of October 31, 1997,
to such Original  Indenture,  which  Amendment  extends the maturity date of the
Notes from  November 1, 1997 to December  31,  1997.  We further  indemnify  the
Trustee in connection with any loss or liability  including  reasonable expenses
arising  out of the  execution  of such  Amendment  No. 2 except for any loss or
liability  incurred by the Trustee as a result of the Trustee's gross negligence
or willful misconduct.


BY: /S/ NUNZIO LOCASTRO                     BY: /S/ JOYCE MARINO
    -----------------------------               -----------------------------
    Nunzio Locastro                             Joyce Marino
    6 Warwick Road                              32 East River Road
    East Brunswick, NJ 08816                    Rumson, NJ 07760

    Principal Amount:  $70,000                  Principal Amount:  $200,000

BY: /S/ VINCENT A. STABILE                  BY: /S/ GERALD CHIARA
    -----------------------------               -----------------------------
    Madeline Stabile                            Gerald Chiara
      Foundation, Inc.                          94 Boulevard
    2 Claridge Drive                            Mountain Lakes, NJ  07046
    Claridge House 2, Apt. 11LE
    Verona, NJ 07044                            Principal Amount:  $50,000

    Principal Amount:  $1,075,000

BY: /S/ VINCENT A. STABILE                  BY: /S/ JADWIGA Z. MUES
    -----------------------------               -----------------------------
    Vincent A. Stabile                          Jadwiga Z. Mues Trust
    Trustee UTC 7185                            Jadwiga Z. Mues TTEE DTD
    2 Claridge Drive                              8/31/95
    Claridge House 2, Apt. 11LE                 1211 Gulf of Mexico Drive
    Verona, NJ 07044                            Apt. 210
                                                Long Boat Key, FL 34228
    Principal Amount $400,000
                                                Principal Amount: $30,000


                                       6
<PAGE>

BY: /S/ STEVEN N. BLATT                     BY: /S/ VINCENT CALARINO          
    -----------------------------               -----------------------------
    Steven N. Blatt                             Vincent Calarino           
      Revocable Trust                           473 K FDR Drive, Apt. K1101
    Steven N. Blatt, Trustee                    New York, NY 10002         
    10216 W. 80th Street, Apt. 321                                         
    Overland Park, KS 66204                     Principal Amount: $20,000  
                                                
    Principal Amount: $220,000

BY: /S/ PAUL JOSEPH                             BY: /S/ TAMMY BALNER
    -----------------------------               -----------------------------
    Lewco Securities                            Tammy Balner
    A/C Schroder Inc.                           /S/ PETER BALNER
    Harborside Plaza 401, Plaza 3               -----------------------------
    Jersey City, NJ 07311                       Peter Balner JT WROS
                                                P.O. Box 7209
    Principal Amount: $70,000                   Watchung, NJ 07060
    
                                                Principal Amount:  $100,000

BY: /S/ MEL SCHLESINGER                     BY: /S/ LEWIS COVELER
    -----------------------------               -----------------------------
    Mel Schlesinger                             Lewis Coveler
    33 Ethan Allen Dr.                          /S/ LINDA COVELER
    Cranbury, NJ 08512                          -----------------------------
                                                Linda Coveler JT WROS
    Principal Amount:  $100,000                 2640 Talbot
                                                Houston, TX 77005

                                                Principal Amount:  $50,000

BY: /S/ AGNES J. HENDRY                     BY: /S/ MARIA WINTER
    -----------------------------               -----------------------------
    Agnes J. Hendry                             Maria Winter Cust. for
    1430 Rahway Road                            Eric M. Winter
    Scotch Plains, NJ 07076-9998                Old Army Post Road
                                                Morristown, NJ 07960
    Principal Amount: $20,000
                                                Principal Amount: $5,000

BY: /S/ HARRY HART                          BY: /S/ HANS LERCH
    -----------------------------               -----------------------------
    Harry Hart                                  Hans Lerch
    12 Powderhorn Drive                         198 High Street
    Covent Station, NJ 07961                    Manchester, CT 06040

    Principal Amount: $25,000                   Principal Amount: $50,000


                                       7
<PAGE>

BY: /S/ JOEL KAPLAN                         BY: /S/ JANICE F. DLUGI
    -----------------------------               -----------------------------
    Joel Kaplan                                 Janice F. Dlugi
    /S/ ROCHELLE KAPLAN                         8 Barberry Row
    -----------------------------               Chester, NJ 07930            
    Rochelle Kaplan JT WROS                                                  
    23 Redgrave Avenue                          Principal Amount: $25,000    
    Staten Island, NY 10306                                                  
                                                
    Principal Amount: $75,000

BY: /S/ MARY NOVAK                              BY: /S/ WILLIAM L. LURIE
    -----------------------------               -----------------------------
    Mary Novak                                  William L. Lurie
    587 7th Street                              93 Taylor Lane
    Brooklyn, NY 11215                          Harrison, NY 10528

    Principal Amount: $ 165,000                 Principal Amount: $25,000

BY: /S/ ART WEBER                           BY: /S/ WALTER W. PEINE
    -----------------------------               -----------------------------
    Art Weber                                   Walter W. Peine
    /S/ GAIL WEBER                              667 W. 161st. Apt. 5B
    -----------------------------               New York, NY 10032
    Gail Weber JT WROS                     
    28 Chamberlain Road                         Principal Amount: $35,000 
    Flemington, NJ 08822                       

    Principal Amount: $20,000

BY: /S/ FONG MEI CHANG
    -----------------------------           
    Fong Mei Chang
    6317 Sun High Drive
    Newport Richey, FL  34655

    Principal Amount:  $90,000


                                       8
<PAGE>

                                    EXHIBIT 4

                           CONCORD ENERGY INCORPORATED
                                PROMISSORY NOTE

$____________________                                  Bernardsville, New Jersey
                                                                     May 8, 1995

     THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
     AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE
     OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER ALL
     APPLICABLE  SECURITIES  LAWS OR UNLESS  EXEMPTIONS  FROM SUCH  REGISTRATION
     REQUIREMENTS  ARE AVAILABLE,  WHICH  EXEMPTIONS SHALL BE ESTABLISHED TO THE
     REASONABLE SATISFACTION OF THE COMPANY, BY OPINION OF COUNSEL OR OTHERWISE.

          FOR VALUE RECEIVED, the undersigned,  Concord Energy Incorporated (the
"Company"),   promises  to  pay  to  the  order  of   __________________,   SS#:
________________  (the "Note  Holder") at  ______________________  or such other
place as may be  designated  in writing by Note  Holder,  the  principal  sum of
_________________($______)   DOLLARS,  together  with  interest  as  hereinafter
provided.  The principal and interest  amount due hereunder shall be paid to the
Note Holder in the following manner:

     (a) The  Company  shall pay the Note  Holder in whose name this  Promissory
Note is registered  upon the registry  books  maintained by First Union National
Bank (the "Trustee"), as trustee, as of the close of business on the seventh day
(whether or not a business day) of the month preceding any interest payment date
(a  "Record  Date"),  semiannual  interest  on  the  principal  amount  of  this
Promissory  Note on November 1 and May 1, commencing on November 1, 1995, at the
rate of ten (10%) percent per annum on the basis of a 360 day year, comprised of
twelve (12) months with thirty (30) days per month, provided, however, that upon
any Event of Default, as herein described,  and so long as such Event of Default
is continuing,  this  Promissory Note shall bear interest at the rate of 15% per
annum.

     (b) The Company shall pay the Note Holder the entire  unpaid  principal sum
of this Promissory Note on the 30th day of November, 1997.


                                       9
<PAGE>

     (c) This Promissory  Note,  issuable in the  denomination of $10,000 or any
integral  multiple of $5,000 in excess  thereof,  is one in a series of notes in
the aggregate principal amount of $2,920,000 (collectively,  the "Notes") issued
under and pursuant to the Indenture of Trust,  dated as of May 8, 1995,  amended
May 30, 1997 and October 31, 1997,  (the  "Indenture"),  between the Company and
the  Trustee and the Notes may be redeemed  prior to  maturity in  multiples  of
$10,000 in principal amount only, at any time at the option of the Company, at a
redemption  price equal to 100% of the principal  amount  thereof,  plus accrued
interest to the date of  redemption,  as more fully  described in the Indenture.
The  Notes  are also  subject  to  mandatory  redemption  at any  time  upon the
accumulation of at least $50,000 in the Revenue Fund.

     Payment of principal of and interest on this  Promissory Note is guaranteed
by a  Guaranty  Agreement  (the  "Guaranty")  executed  by  Knight  Equipment  &
Manufacturing  Corporation  ("KEMCO") and the joint venture  between the Company
and KEMCO formed  pursuant to a Joint Venture  Agreement  dated October 18, 1994
(the "Joint Venture",  and together with KEMCO, the  "Guarantors").  The Company
and KEMCO have also entered into a Stock  Purchase  Agreement  dated November 9,
1994,  pursuant  to  which  the  Company  has  agreed  to  purchase  100% of the
outstanding shares of capital stock of KEMCO. KEMCO and the Trustee have entered
into a security  agreement  dated as of May 8, 1995 (the  "Security  Agreement")
pursuant to which  certain  assets of KEMCO are pledged to the Trustee to secure
KEMCO's obligations under the Guaranty.

     Capitalized  terms used  herein and not  otherwise  defined  shall have the
meaning ascribed to them in the Indenture.

     Section 1. The Company represents and warrants to the Note Holder that:

          (a) The Company is a corporation duly organized,  validly existing and
is in good standing under the laws of the state of its incorporation and has all
requisite   corporate  power  and  authority  to  own,  operate  and  lease  its
properties,  to carry on its business as now being  conducted and to perform its
obligations  hereunder  and  under  each  of the  Indenture  (collectively,  the
"Transaction Documents"). The Company is duly qualified to do business and is in
good standing as a foreign corporation in each jurisdiction where the failure to
be so  qualified  would have a material  adverse  effect  upon its  business  or
assets.


                                       10
<PAGE>

          (b) The execution,  delivery and performance by the Company of each of
the Transaction  Documents has been duly  authorized by all requisite  corporate
action on the part of the Company. No consent, license, approval, authorization,
registration,   filing  or  similar  requirement   ("Permit")  is  necessary  in
connection  therewith,  there are no  pending  or, to the  Company's  knowledge,
threatened  investigations or legal  proceedings  ("Actions") which question the
transactions  contemplated  thereby and none of such  transactions will conflict
with or result in any  violation of or  constitute a breach of or default  under
the  certificate  of  incorporation  or by-laws of the Company or any applicable
laws, rules,  regulations,  agreements with governmental  authorities (together,
"Laws"), orders, injunctions,  judgments, awards or decrees (together, "Orders")
or  other  agreements,  understandings,  deeds,  notes,  mortgages  or  licenses
(together,  "Contracts") by which the Company or its assets are affected or will
result in the creation of any lien,  charge or encumbrance  (together,  "Liens")
upon any of the  assets of the  Company  pursuant  to any  Contracts.  Each such
Transaction  Document has been duly  executed  and  delivered by the Company and
constitutes the legal, valid and binding  obligation of the Company  enforceable
in  accordance  with its terms except as such  enforceability  may be limited by
bankruptcy, insolvency,  reorganization,  moratorium or similar laws relating to
or affecting creditors' rights or by general equitable principles.

          (c)  There  are no  Actions  which  would,  if  adversely  determined,
severally or in the  aggregate,  materially  and adversely  affect the business,
operations,  assets or financial or other  condition  (together,  the "Financial
Condition")  of the  Company  and its  Subsidiaries,  taken  as a  whole  or the
transactions  contemplated  by the Transaction  Documents.  For purposes of this
Promissory  Note,  "Subsidiary"  shall mean each  entity of which the Company or
another  Subsidiary  may now or  hereafter  control  or own more than 50% of the
capital or equity.

          (d) Each of the Company and its Subsidiaries is in compliance with and
not in default or violation in any material respect of any Laws, Orders, Permits
or Contracts  applicable to its business which violation or default could have a
material  adverse  effect on the  Financial  Condition  of the  Company  and its
Subsidiaries  taken as a whole and has not  received  notice of any claim to the
contrary.  To the Company's knowledge,  the Company and each of its Subsidiaries
have all material Permits necessary for the conduct of their business.

          (e)  The  Company  has  heretofore  duly  filed  all  forms,  reports,
statements and schedules with the Securities and Exchange Commission (the "SEC")
required to be filed since May 18, 1993,  as set forth in Exhibit A hereto,  and
has


                                       11
<PAGE>

delivered  to the Note  Holder  a copy of the most  recent  Form  10-KSB  of the
Company  for the fiscal  year ended  ________________,  ____ and the most recent
Form 10-QSB of the Company for the period  ended  ________________,  ____.  Such
forms,  reports,  statements and schedules were, as of their  respective  filing
dates, true and accurate in all material respects and did not contain any untrue
statement of a material  fact or omit to state a material  fact  required  under
applicable  Laws to be  stated  therein  or  necessary  in  order  to  make  the
statements  made therein,  in light of the  circumstances  under which they were
made,  not  misleading.   The  audited  and  unaudited   consolidated  financial
statements  of the  Company  included  in such  filings  have been  prepared  in
accordance with generally accepted accounting principles applied on a consistent
basis (except as stated in such  financial  statements)  and fairly  present the
financial position of the Company as of the dates thereof and the results of its
operations  and  changes in  financial  position  for the  periods  then  ended,
subject, in the case of the unaudited financial  statements,  to normal year-end
audit  adjustments  which are not  expected  to be  material  in  amount.  Since
_______________,  ____, there have been no material liabilities, either absolute
or  unliquidated,  incurred  by the  Company  which  are  not  reflected  on the
financial  statements  contained  in such  filing and there has been no material
adverse  change in the Financial  Condition of the Company and its  Subsidiaries
taken as a whole, from such date to the date hereof.

          (f)  The  Company  is  not  an  "investment  company",  or  a  company
"controlled  by an  investment  company",  within the meaning of the  Investment
Company Act of 1940, as amended.

          (g)  To  the  Company's  knowledge,  the  Transaction  Documents,  the
Confidential  Offering  Memorandum  dated May 4, 1995 and prepared in connection
with the issuance,  sale and delivery of the Notes (the  "Confidential  Offering
Memorandum") and all of the Exhibits and other written material delivered by the
Company to the Note Holders in  connection  with the  transactions  contemplated
hereby do not contain any statement that is false or misleading  with respect to
any material fact and do not omit to state a material fact necessary in order to
make the statements therein not false or misleading. There is no additional fact
(other than facts  generally  known to the public) of which the Company is aware
that has not been  disclosed  in  writing  to the Note  Holder  that  materially
affects  adversely or, so far as the Company can reasonably  foresee on the date
hereof,  will materially affect adversely the Financial Condition of the Company
and its Subsidiaries taken as a whole.

          (h) The  Indenture  is not  required to be  qualified  under the Trust
Indenture Act of 1939, as amended.


                                       12
<PAGE>

     Section 2.  Until the date on which the Notes  have been paid in full,  the
Company shall:

          (a)  Comply  with  all  Laws,  Orders  and  Permits,  except  for such
noncompliance  that does not have a  material  adverse  effect on the  Financial
Condition of the Company and its Subsidiaries taken as a whole;

          (b) Maintain  its  corporate  existence,  its  qualification  and good
standing in all jurisdictions where such maintenance is necessary to the conduct
of its business and the ownership of its assets;

          (c) Use the  proceeds  received  by it from the  sale of the  Notes as
described in the Confidential Offering Memorandum;

          (d) Cause each  Subsidiary  to comply with each of the  covenants  set
forth in Sections 2(a) through 2(c), inclusive and Section 2(h) (which covenants
shall,  for purposes of this Section 2(d) apply to each such Subsidiary as if it
were the Company referred to therein);

          (e) File on a timely basis any and all forms,  statements,  reports or
schedules required to be filed with the SEC pursuant to the Securities  Exchange
Act of 1934;

          (f)  Promptly  furnish  copies of any  forms,  statements,  reports or
schedules filed with the SEC to Note Holder and the Trustee;

          (g) Provide to Note Holder and the Trustee prompt notice of:

               (i) any Event of Default, as hereinafter defined;

               (ii) any amendment of the certificate of incorporation or by-Laws
          of the Company; or

               (iii) (A) any material  change since the date of this  Promissory
Note in the Financial  Condition of the Company and its Subsidiaries  taken as a
whole or (B) the occurrence or non-occurrence,  since such date, of any event of
which the Company has knowledge,  in either case,  that has had or is reasonably
likely to have a 


                                       13
<PAGE>

materially  adverse  effect on the  Financial  Condition  of the Company and its
Subsidiaries taken as a whole;

          (h) Not sell or dispose,  nor cause any Subsidiary to sell or dispose,
all or a substantial part of the assets of such  Subsidiary,  except as provided
in the Security Agreement.

     Section 3. Each of the following shall constitute an Event of Default under
this Promissory Note, whatever the reason for such event and whether it shall be
voluntary or involuntary or be affected by operation of laws or orders;

          (a) The Company  shall fail to make any payment of  principal  on this
Promissory  Note when due or shall fail to make within three days after the date
when due, any payment of interest on this Promissory Note; or

          (b) Any  representation  or warranty made hereunder or in any document
delivered to the Note Holder with respect to this  Promissory  Note shall at any
time prove to have been  incorrect or  misleading  in any material  respect when
made; or

          (c) The Company  shall cease to maintain  its  corporate  existence or
shall default in any material  respect in the  performance  or observance of any
term,  covenant,  condition  or  agreement  contained  herein,  and such default
continues for the period and after the notice specified below, or

          (d) The Company or any  Subsidiary  shall fail to pay,  in  accordance
with its terms and when due and  payable,  the  principal  of or interest on any
liability  for  borrowed  money in excess of $25,000 or any other  liability  in
excess of $25,000 evidenced by bonds,  debentures,  notes or similar instruments
("Indebtedness")  owed to any  party or the  maturity  of any such  Indebtedness
shall have been  accelerated  or been required to be prepaid prior to the stated
maturity thereof or any event shall have occurred and be continuing  which, with
the  passage  of  time or the  giving  of  notice  or  both,  would  permit  the
acceleration of such maturity; or

          (e) (i) The Company or any  Subsidiary  shall (A) commence a voluntary
case  under  Federal  bankruptcy  laws,  (B)  file a  petition  seeking  to take
advantage of any other laws relating to bankruptcy, insolvency,  reorganization,
winding up or composition or adjustment of debits ("Bankruptcy"), (C) consent to
or fail to contest in a timely and appropriate manner any petition filed against
it in any  involuntary  case under such  Bankruptcy laws or such other laws, (D)
apply for or consent to, or fail to 


                                       14
<PAGE>

contest in a timely or appropriate  manner, the appointment of, or the taking of
possession  by,  a  receiver,  custodian,  trustee  or  liquidator  or the  like
("Receiver")  of itself or of a substantial  part of its property,  (E) admit in
writing its  inability  to pay, or  generally  not be paying,  its debts as they
become due, (F) make a general  assignment for the benefit of creditors,  or (G)
take any corporate action for the purpose of effecting any of the foregoing; or

               (ii) A case or other  proceeding  shall be commenced  against the
Company or any  Subsidiary  in any court of competent  jurisdiction  seeking (A)
relief  under  Federal  bankruptcy  laws or under any  other  laws  relating  to
Bankruptcy,  or  (B)  the  appointment  of a  Receiver  of  the  Company  or any
Subsidiary  of all or any  substantial  part of the assets of the Company or any
Subsidiary and such case or proceeding  shall  continue  undismissed or unstayed
for a period of 60  consecutive  calendar  days, or an order granting the relief
requested  in such case or  proceeding  against  the  Company or any  Subsidiary
(including, but not limited to, an order for relief under Bankruptcy laws) shall
be entered, or

          (f) A judgment  or order for the payment of money shall be entered and
become final  against the Company or any  Subsidiary  which,  together  with all
other outstanding undischarged or unstayed judgments against the Company and its
Subsidiaries, exceeds $50,000 in the aggregate, and such judgment or order shall
continue  undischarged  or unstayed for 60 days provided that for the purpose of
calculating the $50,000 amount,  judgments which, in the opinion of counsel, are
covered by the Company's  insurance  shall not be included in such figure to the
extent so covered; or

          (g) There shall be an Event of Default under any of the Guaranty,  the
Transaction  Documents  or any  Additional  Security  Document,  as such term is
defined in each of the respective  documents,  or the Guaranty,  the Transaction
Documents,  or any Additional  Security  Document shall be or become or shall be
claimed to be or to have become in any respect invalid or  unenforceable  or the
Trustee shall at any time cease to have a valid,  fully perfected first priority
security interest in the collateral referred to in the Security Agreement or any
Additional Security Document.

     A default  under  clause (c),  (d) or (f) hereof is not an Event of Default
until the Trustee or the Note Holders of at least a majority in principal amount
of the then  outstanding  Notes notify the Company in writing of the default and
the  Company  does not cure the  default  within 30 days  after  receipt  of the
notice.  The notice must  specify the  default,  demand that it be remedied  and
state  that the  notice is a  "Notice  of  


                                       15
<PAGE>

Default".  If  the  Note  Holders  of a  majority  in  principal  amount  of the
outstanding  Notes  request  the  Trustee to give such  written  notice on their
behalf, the Trustee shall do so.

     The Company will deliver to the Trustee within 10 days after the occurrence
thereof  written  notice of any event  which  with the  giving of notice and the
lapse of time would become an Event of Default  under Section 3 (d). The Trustee
shall not be deemed to have  knowledge of any default  unless either any officer
of the  Trustee  assigned  by the  Trustee to  administer  its  corporate  trust
business has actual knowledge of such default or the Trustee shall have received
written notice thereof from the Company or a Note Holder.

     Upon the occurrence of any Event of Default described in Sections 3 (e) (i)
or 3 (e) (ii) above,  the entire unpaid principal amount of this Promissory Note
and any  interest  accrued and unpaid  thereon  shall  automatically  be due and
payable.  Upon the occurrence  and during the  continuance of any other Event of
Default,  the Trustee by written notice to the Company, or the Note Holders of a
majority in principal  amount of the outstanding  Notes by written notice to the
Company and the Trustee,  may declare the principal of and all accrued  interest
on all the Notes to be  immediately  due and payable.  No right or remedy herein
conferred  is intended to be  exclusive of any other rights or remedies and each
and every right or remedy shall be cumulative  and shall be in addition to every
other right or remedy given  hereunder or now or  hereafter  existing  under the
Guaranty, the Transaction Documents,  the Additional Security Documents, if any,
or by law or equity.  No delay or omission in the exercise of any right or power
accruing upon the occurrence of any Event of Default shall impair any such right
or power or shall be construed to be a waiver of any such Event of Default or an
acquiescence  therein. All amounts advanced by, or on behalf of, the Note Holder
or the Trustee in exercising its rights  hereunder  (including,  but not limited
to,  reasonable  legal  expenses  and   disbursements   incurred  in  connection
therewith),  together with interest thereon from the date of such advance, shall
be payable by the Company on demand to the party that advanced such amount.

     The Note Holder  shall not, by any act,  delay,  omission or  otherwise  be
deemed to have waived any of his rights or remedies  hereunder  and no waiver by
the Note Holder of his rights or remedies  hereunder shall be valid against Note
Holder  unless in writing,  signed by Note  Holder,  and then only to the extent
therein  set  forth.  The  waiver  by the Note  Holder  of any  right or  remedy
hereunder  upon any one occasion shall not be construed as a bar to any right or
remedy which he would otherwise have had on any further occasion.


                                       16
<PAGE>

     The Company hereby waives  presentment for payment,  protest and notice for
non-payment of this Promissory Note.


                                            CONCORD ENERGY INCORPORATED

         (SEAL)

                                            BY: _____________________________
ATTEST:                                         DERAL KNIGHT, CEO


___________________________
Shirley J. Boyle, Secretary



                                       17
<PAGE>

                                    EXHIBIT A

             Filings by the Company with the SEC since May 18, 1993

 1.  Form 8-K of the Company dated May 18, 1993
 2.  Form 8-K/A#1 of the Company dated May 18, 1993
 3.  Form 10-KSB of the Company for the fiscal year ended June 30, 1993
 4.  Form 10-QSB of the Company for the quarterly period ended 
     September 30, 1993
 5.  Form 10-QSB of the Company for the quarterly period ended December 31, 1993
 6.  Form 10-QSB of the Company for the quarterly period ended March 31, 1994
 7.  Form 10-KSB of the Company for the fiscal year ended June 30, 1994
 8.  Form 10-QSB of the Company for the quarterly period ended 
     September 30, 1994
 9.  Form 10-QSB of the Company for the quarterly period ended December 31, 1994
10.  Form 10-QSB of the Company for the quarterly period ended March 31, 1995.
11.  Form 10-KSB of the Company for the fiscal year ended June 30, 1995.
12.  Form 10-QSB of the Company for the quarterly period ended 
     September 30, 1995.
13.  Form 10-QSBA of the Company for the quarterly period ended 
     September 30, 1995.
14.  Form 10-QSB of the Company for the quarterly period ended 
     December 31, 1995.
15.  Form 10-QSBA of the Company for the quarterly period ended 
     December 31, 1995.
16.  Form 10-QSB of the Company for the quarterly period ended March 31, 1996.
17.  Form 10-QSBA of the Company for the quarterly period ended March 31, 1996.
18.  Form 10-KSB of the Company for the fiscal year ended June 30, 1996.
19.  Form 10-QSB of the Company for the quarterly period ended 
     September 30, 1996.
20.  Form 10-QSB of the Company for the quarterly period ended 
     December 31, 1996.
21.  Form 10-QSB of the Company for the quarterly period ended March 31, 1997.
22.  Form 10-KSB of the Company for the fiscal year ended June 30, 1996.


                                       18
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This Note is one of the  $2,920,000.00  principal  amount of 10% Promissory
Notes of Concord  Energy  Incorporated  due  November 1, 1997  described  in the
within-mentioned Indenture.

                                            FIRST UNION NATIONAL BANK,
                                            as Trustee


                                            BY:___________________________

                                            Date:_______________________