Exhibit
      4.3

     

    SECURITY
      AGREEMENT

    (All
      Personal Property)

     

    THIS
      SECURITY AGREEMENT is made and entered into as of ___________, 2008,
      by
KY
      USA ENERGY, INC., a
      Kentucky corporation, with an address at 321 Somerset Road, London, Kentucky
      40741 (“Debtor”),
      in
      favor of NSES
      12, LLC,
      a
      Delaware limited liability company, with an address at 38 Grove Street, Building
      C, Ridgefield, Connecticut 06877 (“Secured
      Party”).

     

    Background:

     

    1. On
      even
      date herewith, Debtor, as Borrower and Secured Party, as Lender, executed that
      certain Senior Secured Credit Agreement (as amended, supplemented or modified
      from time to time, the “Credit
      Agreement”)
      pursuant to which, Secured Party agreed to make loans to Debtor from time to
      time on the conditions set forth in the Credit Agreement; and

     

    2. Secured
      Party has conditioned its obligations under the Credit Agreement upon, among
      other things, the execution and delivery by Debtor of this Security Agreement,
      and Debtor has agreed to enter into this Security Agreement.

     

    Agreements:

     

    In
      order
      to comply with the terms and conditions of the Credit Agreement and for and
      in
      consideration of the premises and the agreements herein contained and other
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Debtor hereby agrees with Secured Party as follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    Section
      1.1 Terms
      Defined Above.
      As used
      in this Security Agreement, the terms “Debtor,”
      “Secured
      Party,”
and
      “Credit
      Agreement”
shall
      have the meanings indicated above.

     

    Section
      1.2 Definitions
      Contained in the Credit Agreement.
      Unless
      otherwise defined herein or the context otherwise requires, all capitalized
      terms used but not defined in this Security Agreement have the meanings given
      to
      those terms in the Credit Agreement.

     

    Section
      1.3 Certain
      Definitions.
      As used
      in this Security Agreement, the following terms shall have the following
      meanings, unless the context otherwise requires:

     

    “Accounts”
has
      the
      meaning indicated in subsection
      2.1(a)
      hereof.

     

    “Code”
means
      the Uniform Commercial Code as presently in effect in the State of New York,
      and
      as amended from time to time.

     

    “Collateral”
means
      all property, including without limitation cash or other proceeds, in which
      Secured Party shall have a security interest pursuant to Section
      2.1
      of this
      Security Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Default”
means
      the occurrence of any of the events specified in Section
      5.3
      hereof,
      whether or not any requirement for notice or lapse of time or other condition
      precedent has been satisfied.

     

    “Equipment”
has
      the
      meaning indicated in subsection
      2.1(b)
      hereof.

     

    “Event
      of Default”
means
      the occurrence of any of the events specified in Section 5.3
      hereof;
provided
      that any
      requirement for notice or lapse of time or other condition precedent has been
      satisfied.

     

    “General
      Intangibles”
has
      the
      meaning indicated in subsection
      2.1(c)
      hereof.

     

    “Inventory”
has
      the
      meaning indicated in subsection
      2.1(d)
      hereof.

     

    “Other
      Liable Party”
means
      any person, other than Debtor, who is or becomes primarily or secondarily liable
      for any of the Secured Obligations or who grants Secured Party a lien on any
      property as security for the Secured Obligations.

     

    “Related
      Rights”
means
      all chattel papers, electronic chattel papers, payment intangibles, promissory
      notes, letter of credit rights, supporting obligations, documents and
      instruments relating to the Accounts or the General Intangibles and all rights
      now or hereafter existing in and to all security agreements, leases, and other
      contracts securing or otherwise relating to any Accounts or General Intangibles
      or any such chattel papers, electronic chattel papers, payment intangibles,
      promissory notes, letter of credit rights, documents and
      instruments.

     

    “Secured
      Obligations”
has
      the
      meaning indicated in Section
      2.2
      hereof.

     

    “Security
      Agreement”
means
      this Security Agreement, as the same may from time to time be amended or
      supplemented.

     

    “Security
      Documents”
means
      this Security Agreement together with all financing statements filed in
      connection with this Security Agreement.

     

    Section
      1.4 Terms
      Defined in Code.
      Unless
      otherwise defined herein, all terms used herein which are defined in the Code
      shall have the same meaning herein.

     

    ARTICLE
      II

    SECURITY
      INTEREST

     

    Section
      2.1 Grant
      of Security Interest.
      As
      collateral security for all of the Secured Obligations, Debtor hereby grants
      to
      Secured Party a security interest in, a general lien upon, and a right of
      set-off against all of Debtor’s right, title and interest in its assets,
      tangible or intangible, including but not limited to the following and whether
      now owned or later acquired:

     

    (a) all
      of
      Debtor’s accounts (as is defined in the Code) of any kind (the “Accounts”);
      all
      chattel papers, electronic chattel papers, payment intangibles, promissory
      notes, letter of credit rights, documents and instruments relating to the
      Accounts; and all rights in and to all security agreements, leases, and other
      contracts securing or otherwise relating to any Accounts or any such chattel
      papers, documents and instruments; and

     

    
      
        
        

      

      
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    (b) all
      of
      Debtor’s equipment (as defined in the Code) in all of its forms, and wherever
      located, together with all parts thereof and all accessions or additions
      thereto, (collectively, the “Equipment”);
      and

     

    (c) all
      of
      Debtor’s general intangibles (as defined in the Code) of any kind (the
“General
      Intangibles”);
      all
      chattel papers, electronic chattel papers, payment intangibles, promissory
      notes, letter of credit rights, documents and instruments relating to the
      General Intangibles; and all rights in and to all security agreements, leases,
      and other contracts securing or otherwise relating to any General Intangibles
      or
      any such chattel papers, documents and instruments; and

     

    (d) all
      of
      Debtor’s inventory (as defined in the Code) in all of its forms, and wherever
      located, together with all accessions or additions thereto and products thereof
      (collectively the “Inventory”);
      and

     

    (e) all
      of
      Debtor’s investment property (as defined in the Code) wherever
      located;

     

    (f) all
      of
      Debtor’s deposit accounts (as defined in the Code) wherever
      located;

     

    (g) any
      additional tangible or intangible property from time to time delivered to or
      deposited with Secured Party as security for the Secured Obligations or
      otherwise pursuant to the terms of this Security Agreement; and

     

    (h) the
      proceeds, products, supporting obligations, Related Rights, additions to,
      substitutions for and accessions of any and all Collateral described in
      subparagraphs (a)–(g) in this Section
      2.1.

     

    Section
      2.2 Secured
      Obligations.
      The
      security interest in, general lien upon, and right of set-off against the
      Collateral is granted to secure the following (collectively, the “Secured
      Obligations”):

     

    (a) the
      payment of all the Obligations (as defined in the Credit Agreement) of Debtor
      to
      Secured Party now or hereafter existing including, without limitation, the
      Indebtedness of Debtor under the Note, and any and all renewals, extensions
      for
      any period or rearrangement of the Obligations; and

     

    (b) the
      performance of all obligations of Debtor under this Security Agreement, the
      Permitted Swap Agreements and the other Loan Documents. 

     

    Section
      2.3 Ordinary
      Course of Business.
      Secured
      Party hereby authorizes and permits Debtor to hold, process, sell, or otherwise
      dispose of Inventory for fair consideration, all in the ordinary course of
      Debtor’s business.

     

    
      
        
        

      

      
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    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

     

    In
      order
      to induce Secured Party to accept this Security Agreement, Debtor represents
      and
      warrants to Secured Party (which representations and warranties will survive
      the
      creation of any Secured Obligations and the extension of any credit under the
      Credit Agreement) that:

     

    Section
      3.1 Ownership
      and Liens.
      Except
      for the security interest of Secured Party granted in this Security Agreement
      and except for liens, security interests and other encumbrances permitted under
      the Credit Agreement (“Permitted
      Encumbrances”),
      Debtor owns good and valid title to the Collateral free and clear of any other
      liens, adverse claims or options other than Permitted Encumbrances. Debtor
      has
      rights in or the right, power and authority to grant a security interest in
      the
      Collateral to Secured Party in the manner provided herein, free and clear of
      any
      other liens, adverse claims and options other than Permitted Encumbrances.
      No
      other lien, adverse claim or option has been created by Debtor or is known
      by
      Debtor to exist with respect to any Collateral other than Permitted
      Encumbrances. No financing statement or other security instrument is on file
      in
      any jurisdiction covering any part of the Collateral other than those in favor
      of Secured Party other than Permitted Encumbrances. At the time the security
      interest in favor of Secured Party attaches, good and valid title to all
      after-acquired property included within the Collateral, free and clear of any
      other Liens, adverse claims or options (other than those permitted by the first
      sentence of this Section 3.1)
      will be
      vested in Debtor.

     

    Section
      3.2 Status
      of Accounts.
      Each
      Account hereafter arising will represent and to the best knowledge of Debtor,
      each Account now existing represents, the valid and legally enforceable
      obligations of a bona fide account debtor and is not and will not be subject
      to
      contra accounts, set-offs, defenses or counterclaims by or available to account
      debtors obligated on the Accounts except as disclosed to Secured Party in
      writing; and the amount shown as to each Account on Debtor’s books will be the
      true and undisputed amount owing and unpaid thereon, subject to any discounts,
      allowances, rebates, credits and adjustments to which the account debtor has
      a
      right and which have arisen in Debtor’s ordinary course of business or which
      have otherwise been disclosed to Secured Party in writing.

     

    Section
      3.3 Status
      of Related Rights.
      All
      Related Rights are, and those hereafter arising will be, valid and
      genuine.

     

    Section
      3.4 Inventory
      Not Covered by Other Documents.
      None of
      the Inventory is, and at the time the security interest in favor of Secured
      Party attaches none of the Inventory hereafter acquired will be, covered by
      any
      document (as defined in the Code).

     

    Section
      3.5 Name;
      Organization; Authority.
      The
      exact legal name of Debtor is set forth in the opening paragraph of this
      Security Agreement. Debtor is a corporation, duly organized, validly existing,
      and in good standing under the laws of the Commonwealth of Kentucky. Debtor
      is
      qualified to do business and in good standing in each other state in which
      the
      nature of its business requires it to be so qualified, except where the failure
      to so qualify could not reasonably be expected to cause a Material Adverse
      Effect on the Collateral or Debtor’s ability to satisfy its obligations under
      the Credit Agreement or the legality, validity or enforceability of this
      Security Agreement. The execution, delivery and performance of this Security
      Agreement has been duly authorized by all corporate action, and this Security
      Agreement constitutes the valid and binding obligation of Debtor, enforceable
      against Debtor in accordance with its terms, except as the enforceability
      thereof may be limited or affected by bankruptcy, insolvency, reorganization,
      moratorium or similar laws affecting the enforcement of creditors rights
      generally and by general equitable principles.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Section
      3.6 Location.
      Debtor’s chief executive office and chief place of business is located at the
      address set forth in the opening paragraph of this Security Agreement. The
      office where Debtor keeps its records concerning the Accounts and the General
      Intangibles and the original of all the Related Rights has the same address
      as
      Debtor’s chief executive office and chief place of business. Debtor’s Inventory
      and Equipment (other than mobile goods) is located in the Commonwealth of
      Kentucky and such other states as Debtor shall have from time to time given
      notice of to Secured Party.

     

    Section
      3.7 Secured
      Party’s Security Interest.
      This
      Security Agreement creates a valid and binding security interest in the
      Collateral securing the Secured Obligations. Upon filing the financing
      statements described in Section 4.10 of this Security Agreement covering the
      Collateral in the Office of the Secretary of State for the Commonwealth of
      Kentucky, Secured Party will have a fully perfected security interest in that
      Collateral in which a security interest may be perfected by filing, subject
      only
      to Permitted Encumbrances. No further or subsequent filing, recording,
      registration or other public notice of such security interest is necessary
      in
      any office or jurisdiction in order to perfect such security interest or to
      continue, preserve or protect such security interest except for continuation
      statements or for filings upon the occurrence of any of the events stated in
      Section 4.10
      of this
      Security Agreement. Such perfected security interest in the Collateral
      constitutes a first-priority security interest under the Code, subject only
      to
      Permitted Encumbrances.

     

    ARTICLE
      IV

    COVENANTS
      AND AGREEMENTS

     

    A
      deviation from the provisions of this Article
      IV
      shall
      not constitute a Default under this Security Agreement if such deviation is
      consented to in writing (in the manner provided in the Credit Agreement) in
      advance by Secured Party. Without the prior written consent of Secured Party,
      Debtor will at all times comply with the covenants contained in this
Article
      IV,
      from
      the date hereof and for so long as any part of the Secured Obligations (other
      than indemnity obligations and similar obligations that survive the termination
      of the Loan Documents for which no notice of a claim has been received by
      Debtor) or the commitment of Secured Party to make loans under the Credit
      Agreement is outstanding.

     

    Section
      4.1 Title;
      Prohibited Liens and Filings.
      Debtor
      agrees to protect the title to the Collateral. Debtor will not pledge, mortgage,
      otherwise encumber, create or suffer a lien to exist on any of the Collateral
      (other than in favor of Secured Party or as permitted by the Credit Agreement)
      or sell, assign or otherwise transfer any of the Collateral (other than as
      permitted by the Credit Agreement) to or in favor of any person other than
      Secured Party. Debtor will not file or, to the extent it is able, permit to
      be
      filed or recorded any financing statement or other security instrument with
      respect to the Collateral other than in favor of Secured Party or as permitted
      by the Credit Agreement.

     

    
      
        
        

      

      
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    Section
      4.2 Taxes,
      Etc.
      Debtor
      agrees to pay prior to delinquency all taxes, charges, liens and assessments
      against the Collateral which, if unpaid, might result in the imposition of
      a
      lien on the Collateral; provided,
      however,
      Debtor
      shall not be required to pay any tax, charge, lien or assessment that is not
      yet
      past due or is being contested in good faith by appropriate proceedings
      diligently conducted by or on behalf of Debtor and if Debtor shall have set
      up
      reserves therefor adequate under generally accepted accounting
      principles.

     

    Section
      4.3 Possession
      of Collateral.
      Secured
      Party shall be deemed to have possession of any of the Collateral in transit
      to
      it or set apart for it. Otherwise, the Collateral shall remain in Debtor’s
      possession or control at all times (except (i) where Secured Party chooses
      to
      perfect its security interest by possession in addition to the filing of a
      financing statement and (ii) with respect to Inventory that Debtor may sell
      in
      the ordinary course of its business) at Debtor’s risk of loss and shall (except
      for temporary removal consistent with its normal use) be kept at locations
      owned
      or leased by Borrowers.

     

    Section
      4.4 Inspection
      of Collateral.
      Upon
      reasonable notice, Secured Party may from time to time during normal business
      hours, inspect Debtor’s records concerning the Accounts and the General
      Intangibles, the originals of the Related Rights, the Equipment, the Inventory
      and other Collateral but not as to unreasonably interfere with the business
      of
      Debtor.

     

    Section
      4.5 Further
      Assurances.
      Debtor
      will from time to time sign, execute, deliver and file, alone or with Secured
      Party, upon reasonable request, any financing statements, security agreements
      or
      other documents necessary or convenient to perfect or continue in favor of
      Secured Party a first-priority security interest in the Collateral; procure
      any
      necessary instruments or documents as may be reasonably requested by Secured
      Party; and take all further action that may be necessary or desirable, or that
      Secured Party may reasonably request, to confirm, perfect, preserve and protect
      the security interests intended to be granted hereby. Notwithstanding the
      previous sentence, however, Debtor hereby authorizes Secured Party to execute
      and deliver on behalf of Debtor and to file such financing statements, security
      agreements and other documents without the signature of Debtor either in Secured
      Party’s name or in the name of Debtor and as attorney-in-fact for Debtor. Debtor
      shall do all such additional and further acts or things, give such assurances
      and execute such documents or instruments as Secured Party reasonably requires
      to vest more completely in and assure to Secured Party its rights under this
      Security Agreement, including, without limiting the generality of the foregoing,
      (a) marking conspicuously each chattel paper or electronic chattel paper
      included in the Collateral and, at the request of Secured Party, each of
      Debtor’s records pertaining to the Collateral with a legend, in form and
      substance satisfactory to Secured Party, indicating that such chattel paper
      or
      Collateral is subject to the security interest granted by this Security
      Agreement and (b) if any Account, General Intangible or Related Right is
      evidenced by a promissory note, chattel paper, electronic chattel paper or
      other
      instrument, transferring, delivering, assigning to Secured Party such promissory
      note, chattel paper, electronic chattel paper or other instrument duly endorsed
      and authenticated and accompanied by duly executed instruments of transfer
      and
      assignment, all in form and substance reasonably satisfactory to Secured Party,
      to be held by Secured Party as Collateral under this Security
      Agreement.

     

    
      
        
        

      

      
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    Section
      4.6 Filing
      Reproductions.
      At the
      option of Secured Party, a photographic or other reproduction of this Security
      Agreement or of a financing statement covering the Collateral shall be
      sufficient as a financing statement and may be filed as a financing
      statement.

     

    Section
      4.7 Delivery
      of Information.
      Debtor
      will transmit promptly to Secured Party all information that Debtor may have
      or
      receive with respect to (a) the Collateral or (b) account debtors or obligors
      in
      respect of the Accounts, the General Intangibles and the Related Rights, in
      each
      case which could reasonably be expected to materially and adversely affect
      the
      aggregate value of the Collateral or Secured Party’s rights or remedies with
      respect thereto.

     

    Section
      4.8 Compromise
      of Collateral.
      Debtor
      will not adjust, settle or compromise any of the Accounts, the General
      Intangibles or the Related Rights without the prior written consent of Secured
      Party, other than in a manner that does not materially affect the aggregate
      value of the Collateral and is in the ordinary course of business.

     

    Section
      4.9 Expenses.
      Debtor
      agrees to pay to Secured Party at Secured Party’s offices, all advances,
      charges, costs and expenses (including reasonable attorneys’ fees and legal
      expenses) incurred by Secured Party in connection with the transaction which
      gives rise to this Security Agreement, in connection with confirming, perfecting
      and preserving the security interest created under this Security Agreement,
      in
      connection with protecting Secured Party against the claims or interests of
      any
      Person against the Collateral, and in exercising any right, power or remedy
      conferred by this Security Agreement or by law or in equity (including, but
      not
      limited to, reasonable attorneys’ fees and legal expenses incurred by Secured
      Party in the collection of instruments deposited with or purchased by Secured
      Party and amounts incurred in connection with the operation, maintenance or
      foreclosure of any or all of the Collateral). The amount of all such advances,
      charges, costs and expenses shall be due and payable by Debtor to Secured Party
      upon ten (10) days after invoice or demand by Secured Party together with
      interest thereon from the due date at the Default Rate as provided in the Credit
      Agreement.

     

    Section
      4.10 Financing
      Statement Filings; Notifications.
      Debtor
      recognizes that financing statements pertaining to the Collateral will be filed
      with the Office of the Secretary of State for the Commonwealth of Kentucky.
      Debtor will promptly notify Secured Party of any condition or event that may
      change the proper location for the filing of any financing statements or other
      public notice or recordings for the purpose of perfecting a security interest
      in
      the Collateral. Without limiting the generality of the foregoing, Debtor will
      (a) promptly notify Secured Party of any change to a jurisdiction other than
      as
      represented in Section
      3.5
      or
Section 3.6
      (i)
      in the
      location of Debtor’s chief executive office or chief place of business;
      (ii)
      in the
      location of the Inventory (other than Inventory sold or leased in the ordinary
      course of business); (iii)
      in the
      location of the Equipment (other than Equipment removed in the ordinary course
      of business for not more than thirty (30) days) or disposed of as permitted
      by
      the Credit Agreement; (iv)
      in the
      location of the office where Debtor keeps its records concerning the Accounts;
      or (v)
      in the
“location” of Debtor within the meaning of the Code; (b) prior to any of the
      Collateral becoming so related to any particular real estate so as to become
      a
      fixture on such real estate, notify Secured Party of the description of such
      real estate and the name of the record owner thereof; and (c) promptly notify
      Secured Party of any change in Debtor’s name, identity or limited liability
      company structure. In any notice furnished pursuant to this section, Debtor
      will
      expressly state that the notice is required by this Security Agreement and
      contains facts that will or may require additional filings of financing
      statements or other notices for the purpose of continuing perfection of Secured
      Party’s security interest in the Collateral.

     

    
      
        
        

      

      
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    Section
      4.11 Maintenance
      of Collateral Generally.
      Except
      as otherwise provided in the Credit Agreement, (A) Debtor will maintain all
      the Collateral in good condition, repair, and working order (ordinary wear
      and
      tear excepted), and substantially in accordance with any manufacturer’s manual
      if applicable; (B) Debtor will not misuse, abuse, waste, destroy, endanger
      or allow the Collateral to deteriorate, except, with respect to the Equipment
      only, for ordinary wear and tear from its intended use; (C) Debtor will
      promptly, or in the case of any loss or damage to any goods included in the
      Collateral as soon as practicable, make or cause to be made all repairs,
      replacements or other improvements to the Collateral as are necessary or
      desirable to accomplish the foregoing; and (D) Debtor will not use any
      Collateral in violation of any law, statute, ordinance or regulation or allow
      it
      to be so used.

     

    Section
      4.12 Account
      Obligations.
      The
      Debtor will duly perform or cause to be performed all obligations of Debtor
      with
      respect to the goods or services, the sale or lease or rendition of which gave
      rise or will give rise to each Account relating thereto.

     

    Section
      4.13 Use
      of
      Inventory.
      If an
      Event of Default has occurred and is continuing, Debtor may use its Inventory
      in
      any lawful manner not inconsistent with this Security Agreement and with the
      terms of insurance thereon and may sell, lease or otherwise dispose of its
      Inventory in the ordinary course of business. Debtor will not and shall not
      be
      permitted to use any item of Inventory in a manner inconsistent with the holding
      thereof for sale, lease or disposition in the ordinary course of business or
      in
      contravention of the terms of any agreement. A sale, lease or disposition in
      the
      ordinary course of business does not include the exchange of items of Inventory
      for goods in kind or otherwise or transfers of items of Inventory made in
      satisfaction of present or future Secured Obligations.

     

    Section
      4.14 Proceeds.
      Upon
      the terms and conditions set forth in the Credit Agreement and at the request
      of
      Secured Party, Debtor will deliver to Secured Party promptly upon receipt,
      all
      proceeds received by Debtor from the sale or disposition of the Collateral
      in
      the exact form in which they are received. To evidence Secured Party’s rights in
      this regard, Debtor will assign or endorse proceeds to Secured Party as Secured
      Party reasonably requests. Secured Party may, from time to time, in its
      discretion, hold non-cash proceeds as part of the Collateral or apply cash
      proceeds received by Secured Party in the manner set forth in Section
      5.2
      of this
      Security Agreement. Upon the terms and conditions set forth in the Credit
      Agreement and at the request of Secured Party, Debtor will notify obligors
      on
      all of the Collateral to make payments directly to Secured Party, and thereafter
      Secured Party may endorse as Debtor’s agent any checks, instruments, chattel
      paper or other documents connected with the Collateral, take control of proceeds
      of the Collateral and may hold the non-cash proceeds as part of the Collateral
      and may apply cash proceeds received by Secured Party in the manner set forth
      in
Section
      5.2
      of this
      Security Agreement and may take any action necessary to obtain, preserve and
      enforce the liens granted hereunder and maintain and preserve the
      Collateral.

     

    
      
        
        

      

      
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    Section
      4.15 Insurance.
      Debtor
      shall have and maintain, with financially sound and reputable insurers,
      insurance (subject to customary deductible and retention) satisfactory in all
      respects to Secured Party covering the goods included in the Collateral against
      such liabilities, risks and contingencies, by such methods and in such amounts
      as provided in the Credit Agreement. Policies evidencing any such property
      insurance will name Secured Party as an additional insured and loss payee and
      provide for a minimum of thirty (30) days prior written notice to Secured Party
      of any cancellation. Debtor shall furnish Secured Party with certificates or
      other evidence of compliance with the foregoing insurance provisions as provided
      in the Credit Agreement. Secured Party may act as attorney-in-fact for Debtor
      and Debtor hereby irrevocably appoints Secured Party as Debtor’s true and lawful
      attorney-in-fact, with full power of substitution, in Secured Party’s name or
      Debtor’s name or otherwise, but at Debtor’s cost and expense and without notice
      to Debtor upon the occurrence and during the continuance of an Event of Default,
      to obtain, adjust, sell and cancel such insurance and endorse any draft drawn
      by
      insurers of the goods included in the Collateral. If any insurance policy
      covering the goods included in the Collateral expires or is canceled before
      the
      Secured Obligations are paid in full or before the termination of the Secured
      Party’s commitment to make loans as provided in the Credit Agreement, at Secured
      Party’s option, Secured Party may, at Debtor’s expense, obtain replacement
      insurance which may, but need not, be single interest insurance in favor of
      Secured Party.

     

    Section
      4.16 Collateral
      not to be Fixture or Accession.
      Debtor
      will not permit any Collateral to become so related to any particular real
      estate so as to become a fixture on such real estate or to be installed in
      or
      affixed to other goods so as to become an accession to such other goods unless
      such other goods are included in the Collateral; in the event that any
      Collateral is to become so related to any particular real estate or so installed
      or affixed to other goods, prior thereto Debtor will (i)
      notify
      Secured Party of such fact and (ii)
      upon
      demand of Secured Party furnish written consents to Secured Party’s security
      interest and disclaimers of any interest in such Collateral signed by any Person
      having an interest in such real estate or such other goods, if
      applicable.

     

    Section
      4.17 Delivery
      of Certificate of Title to Equipment.
      In the
      case of Equipment now owned constituting goods in which a security interest
      is
      perfected by a notation on the certificate of title or similar evidence of
      the
      ownership of such goods, Debtor shall, as soon as practicable after a request
      by
      Secured Party, deliver to Secured Party any and all certificates of title,
      applications for title or similar evidence of ownership of such Equipment and
      shall cause Secured Party to be named as lienholder on any such certificate
      of
      title or other evidence of ownership. In the case of such Equipment hereafter
      acquired, other than Equipment with respect to which purchase money liens are
      required and allowed as Permitted Encumbrances, Debtor shall provide evidence
      of
      ownership within ten (10) days of its acquisition of such Equipment. Debtor
      shall provide notice to Secured Party of any material loss or damage to any
      Equipment and shall not permit any such Equipment to become a fixture to real
      estate or an accession to other personal property other than as permitted in
      the
      Credit Agreement.

     

    Section
      4.18 Third-Party
      Acknowledgments; Control Agreements.
      If any
      of the Collateral is in the possession of a third-party, Debtor will join with
      Secured Party in notifying the third-party of Secured Party’s security interest
      and obtaining an acknowledgment in form and substance reasonably satisfactory
      to
      Secured Party from such third-party that it is holding the Collateral for the
      benefit of the Secured Party. Debtor will fully cooperate with Secured Party
      in
      obtaining a control agreement in form and substance reasonably satisfactory
      to
      Secured Party with respect to any Collateral consisting of deposit accounts,
      investment property, electronic chattel paper or letter of credit
      rights.

     

    
      
        
        

      

      
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    ARTICLE
      V

    RIGHTS,
      REMEDIES AND DEFAULT

     

    Section
      5.1 With
      Respect to Collateral.
      Secured
      Party is hereby fully authorized and empowered (without the necessity of any
      further consent or authorization from Debtor) and the right is expressly granted
      to Secured Party, and Debtor hereby constitutes, appoints and makes Secured
      Party as Debtor’s true and lawful attorney-in-fact and agent for Debtor and in
      Debtor’s name, place and stead with full power of substitution, in Secured
      Party’s name or Debtor’s name or otherwise, for Secured Party’s sole use and
      benefit, but at Debtor’s cost and expense, to exercise, without notice, all or
      any of the following powers at any time following the occurrence and during
      the
      continuation of an Event of Default hereunder with respect to all or any of
      the
      Collateral:

     

    (a) notify
      account debtors or the obligors on the Accounts, the General Intangibles and
      the
      Related Rights to make and deliver payment to Secured Party;

     

    (b) to
      demand, sue for, collect, receive and give acquittance for any and all monies
      due or to become due by virtue thereof and otherwise deal with
      proceeds;

     

    (c) to
      receive, take, endorse, assign and deliver any and all checks, notes, drafts,
      documents and other negotiable and non-negotiable instruments and chattel paper
      taken or received by Secured Party in connection therewith;

     

    (d) to
      settle, compromise, compound, prosecute or defend any action or proceeding
      with
      respect thereto;

     

    (e) to
      sell,
      transfer, assign or otherwise deal in or with the same or the proceeds or avails
      thereof or the relative goods, as fully and effectively as if Secured Party
      were
      the absolute owner thereof; and

     

    (f) to
      extend
      the time of payment of any or all thereof and to grant waivers and make any
      allowance or other adjustment with reference thereto;

     

    provided,
      however,
      Secured
      Party shall be under no obligation or duty to exercise any of the powers hereby
      conferred upon it and shall be without liability for any act or failure to
      act
      in connection with the collection of, or the preservation of any rights under,
      any Collateral.

     

    Section
      5.2 Application
      of Cash Sums.
      All
      cash sums paid to and received by Secured Party on account of the Collateral
      will be (a) released to Debtor for use in Debtor’s business or, at the
      option of Secured Party pursuant to the terms and conditions of the Credit
      Agreement, (b) applied by Secured Party on the Secured Obligations whether
      or not such Secured Obligations shall have by its terms matured, in accordance
      with the Credit Agreement; provided,
      however,
      Secured
      Party need not apply or give credit for any item included in such sums until
      Secured Party has received final payment thereof at its banking quarters or
      solvent credits accepted as such by Secured Party; and provided further
      that
      Secured Party’s failure to so apply any such sums shall not be a waiver of
      Secured Party’s right to so apply such sums or any other sums at any
      time.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Section
      5.3 Events
      of Default.
      An
“Event
      of Default”
under
      this Security Agreement shall occur upon the occurrence of an “Event of Default”
under the Credit Agreement.

     

    Section
      5.4 Default
      Remedies.
      Upon
      the occurrence and during the continuation of any Event of Default, Secured
      Party may then, or at any time thereafter and from time to time after giving
      any
      notice required under the Credit Agreement, if any notice is required with
      respect to such Event of Default, apply, set-off, collect, sell in one or more
      sales, lease, or otherwise dispose of, any or all of the Collateral, in its
      then
      condition or, at Secured Party’s option, following any commercially reasonable
      preparation or processing, in such order as Secured Party may elect, and any
      such sale may be made either at public or private sale at its place of business
      or elsewhere, or at any brokers’ board or securities exchange, either for cash
      or upon credit or for future delivery, and Secured Party may be the purchaser
      of
      any or all Collateral so sold and may hold the same thereafter in its own right
      free from any claim of Debtor or right of redemption. No such purchase or
      holding by Secured Party shall be deemed a retention by Secured Party in
      satisfaction of the Secured Obligations. All demands, notices and
      advertisements, and the presentment of property at sale are hereby waived except
      to the extent reasonably necessary to conduct a commercially reasonable sale.
      If, notwithstanding the foregoing provisions, any applicable provision of the
      Code or other law requires Secured Party to give reasonable notice of any such
      sale or disposition or other action, Debtor hereby agrees ten (10) days prior
      written notice shall constitute reasonable notice. Secured Party may require
      Debtor to assemble the Collateral and make it available to Secured Party at
      a
      place designated by Secured Party which is reasonably convenient to Secured
      Party and Debtor. Any sale hereunder may be conducted by an auctioneer or any
      officer or agent of Secured Party.

     

    Section
      5.5 Proceeds.
      Upon
      the occurrence of any Event of Default, the proceeds of any sale or other
      disposition of the Collateral and all sums received or collected by Secured
      Party from or on account of the Collateral shall be applied by Secured Party
      in
      the manner set forth in the Code.

     

    Section
      5.6 Deficiency.
      Debtor
      shall remain liable to Secured Party for any unpaid Secured Obligations,
      advances, costs, charges and expenses, together with interest thereon and shall
      pay the same immediately to Secured Party as set forth in the Credit
      Agreement.

     

    Section
      5.7 Secured
      Party’s Duties.
      The
      powers conferred upon Secured Party by this Security Agreement are solely to
      protect the interest of Secured Party in the Collateral and shall not impose
      any
      duty upon Secured Party to exercise any such powers. Secured Party shall be
      under no duty whatsoever to make or give any presentment, demand for
      performance, notice of nonperformance, protest, notice of protest, notice of
      dishonor, or other notice or demand in connection with any Collateral or the
      Secured Obligations, or to take any steps necessary to preserve any rights
      against prior parties. Secured Party shall not be liable for failure to collect
      or realize upon any or all of the Secured Obligations or Collateral, or for
      any
      delay in so doing, nor shall Secured Party be under any duty to take any action
      whatsoever with regard thereto. Secured Party shall use reasonable care in
      the
      custody and preservation of any Collateral in its possession but need not take
      any steps to keep the Collateral identifiable. Secured Party shall have no
      duty
      to comply with any recording, filing, or other legal requirements necessary
      to
      establish or maintain the validity, priority or enforceability of, or Secured
      Party’s rights in or to, any of the Collateral.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
      5.8 Secured
      Party’s Actions.
      Debtor
      waives any right to require Secured Party to proceed against any Person, exhaust
      any Collateral, or have any Other Liable Party joined with Debtor in any suit
      arising out of the Secured Obligations or this Security Agreement or pursue
      any
      other remedy in Secured Party’s power; waives any and all notice of acceptance
      of this Security Agreement or of creation, modification, rearrangement, renewal
      or extension for any period of any of the Secured Obligations from time to
      time;
      and waives any defense arising by reason of any disability or other defense
      of
      any Other Liable Party, or by reason of the cessation from any cause whatsoever
      of the liability of any Other Liable Party. All dealings between Debtor and
      Secured Party, whether or not resulting in the creation of the Secured
      Obligations, shall conclusively be presumed to have been had or consummated
      in
      reliance upon this Security Agreement. Until all the Secured Obligations shall
      have been paid in full (other than indemnity obligations and similar obligations
      that survive the termination of the Loan Documents for which no notice of a
      claim has been received by Debtor), Debtor shall have no right to subrogation,
      and Debtor waives until all the Secured Obligations shall have been paid in
      full
      (other than indemnity obligations and similar obligations that survive the
      termination of the Loan Documents for which no notice of a claim has been
      received by Debtor) any right to enforce any remedy which Secured Party now
      has
      or may hereafter have against Other Liable Party and waives any benefit of
      and
      any right to participate in any Collateral or security whatsoever now or
      hereafter held by Secured Party. Debtor authorizes Secured Party, without notice
      or demand and without any reservation of rights against Debtor and without
      affecting Debtor’s liability hereunder or on the Secured Obligations, from time
      to time to (a) take and hold any other property as collateral, other than the
      Collateral, for the payment of any or all of the Secured Obligations, and
      exchange, enforce, waive and release any or all of the Collateral or such other
      property; (b) apply the Collateral or such other property and direct the order
      or manner of sale thereof as Secured Party in its discretion may determine;
      (c)
      renew, extend for any period, accelerate, modify, compromise, settle or release
      the obligation of any Other Liable Party with respect to any or all of the
      Secured Obligations or Collateral; (d) waive, enforce, modify, amend or
      supplement any of the provisions of any of the Security Documents, the Credit
      Agreement or the Note or any other promissory note or document evidencing any
      of
      the Secured Obligations (except for an amendment or supplement to any of the
      foregoing to which Debtor is a party to the extent such amendment or supplement
      requires the consent of Debtor); and (e) release or substitute any Other Liable
      Party.

     

    Section
      5.9 Transfer
      of Secured Obligations and Collateral.
      Secured
      Party may transfer any or all of Secured Party’s interest in the Secured
      Obligations, and upon any such transfer Secured Party may transfer its security
      interest in any or all of the Collateral and shall be fully discharged
      thereafter from all liability with respect to the Collateral transferred, and
      the transferee shall be vested with all rights, powers and remedies of Secured
      Party hereunder with respect to Collateral so transferred; provided,
      however,
      with
      respect to any security interest in the Collateral not so transferred, Secured
      Party shall retain all rights, powers and remedies provided under this Security
      Agreement. Secured Party may at any time deliver any or all of the Collateral
      to
      Debtor whose receipt shall be a complete and full acquittance for the Collateral
      so delivered, and Secured Party shall thereafter be discharged from any
      liability therefor.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Section
      5.10 Cumulative
      Security.
      The
      execution and delivery of this Security Agreement in no manner shall impair
      or
      affect any other security (by endorsement or otherwise) for the Secured
      Obligations. No security taken hereafter as security for the Secured Obligations
      shall impair in any manner or affect this Security Agreement. All such present
      and future additional security is to be considered as cumulative
      security.

     

    Section
      5.11 Continuing
      Agreement.
      This is
      a continuing Security Agreement and the grant of a security interest hereunder
      shall remain in full force and effect and all the rights, powers and remedies
      of
      Secured Party hereunder shall continue to exist until (a) the Secured
      Obligations are paid in full (other than indemnity obligations and similar
      obligations that survive the termination of the Loan Documents for which no
      notice of a claim has been received by Debtor), (b) Secured Party has no
      further obligation to advance monies to Debtor under the Credit Agreement and
      (c) Secured Party, upon written request of Debtor, has executed a written
      termination statement, reassigned to Debtor, without recourse, the Collateral
      and all rights conveyed hereby and returned possession of the Collateral to
      Debtor. Furthermore, it is contemplated by the parties hereto that there may
      be
      times when no Secured Obligations are owing; notwithstanding such occurrences,
      however, this Security Agreement shall remain valid and shall be in full force
      and effect as to subsequent Secured Obligations provided Secured Party has
      not
      executed a written termination statement and returned possession of the
      Collateral to Debtor. Otherwise this Security Agreement shall continue
      irrespective of the fact that the liability of any Other Liable Party may have
      ceased, or irrespective of the validity or enforceability of the Note or any
      of
      the Security Documents, including the Credit Agreement, to which any Other
      Liable Party may be a party, and notwithstanding the reorganization, death,
      incapacity or bankruptcy of any Other Liable Party, and notwithstanding the
      reorganization or bankruptcy of Debtor, or any other event or proceeding
      affecting Debtor or any Other Liable Party.

     

    Section
      5.12 Cumulative
      Rights.
      The
      rights, powers and remedies of Secured Party hereunder shall be in addition
      to
      all rights, powers and remedies given by statute or rule of law and are
      cumulative. The exercise of any one or more of the rights, powers and remedies
      provided herein shall not be construed as a waiver of any other rights, powers
      and remedies of Secured Party. Furthermore, regardless of whether or not the
      Uniform Commercial Code is in effect in the jurisdiction where such rights,
      powers and remedies are asserted, Secured Party shall have the rights, powers
      and remedies of a secured party under the Code. Secured Party may exercise
      its
      bankers’ lien or right of set-off with respect to the Secured Obligations in the
      same manner as if the Secured Obligations were unsecured.

     

    Section
      5.13 Exercise
      of Rights, Etc.
      Time
      shall be of the essence for the performance of any act under this Security
      Agreement or the Secured Obligations by Debtor or Other Liable Party, but
      neither Secured Party’s acceptance of partial or delinquent payments nor any
      forbearance, failure or delay by Secured Party in exercising any right, power
      or
      remedy shall be deemed a waiver of any obligation of Debtor or of Other Liable
      Party or of any right, power or remedy of Secured Party or preclude any other
      or
      further exercise thereof; and no single or partial exercise of any right, power
      or remedy shall preclude any other or further exercise thereof, or the exercise
      of any other right, power or remedy.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
      5.14 Remedy
      and Waiver.
      Secured
      Party may remedy any Default or Event of Default without waiving the Default
      or
      Event of Default or waiving any prior or subsequent Default or Event of
      Default.

     

    Section
      5.15 Non-Judicial
      Remedies.
      Secured
      Party may enforce its rights hereunder without prior judicial process or
      judicial hearing, and Debtor expressly waives, renounces and knowingly
      relinquishes any and all legal rights which might otherwise require Secured
      Party to enforce its rights by judicial process. In so providing for
      non-judicial remedies, Debtor recognizes and concedes that such remedies are
      consistent with the usage of the trade, are responsive to commercial necessity,
      and are the result of bargain at arm’s length. Nothing herein is intended to
      prevent Secured Party or Debtor from resorting to judicial process at any
      party’s option.

     

    Section
      5.16 Compliance
      with Other Laws.
      Secured
      Party may comply with the requirements of any applicable state or federal law
      in
      connection with the disposition of all or any part of the Collateral, and
      compliance with such laws will not be considered to adversely affect the
      commercial reasonableness of any sale of all or any part of the
      Collateral.

     

    Section
      5.17 Disclaimer
      of Warranties.
      Secured
      Party may sell the Collateral without giving any warranties as to the
      Collateral. Secured Party may specifically disclaim any warranties of title
      or
      similar warranties. The disclaimer of any such warranties will not be considered
      to adversely affect the commercial reasonableness of any sale of all or any
      part
      of the Collateral.

     

    Section
      5.18 Sales
      on Credit.
      If
      Secured Party sells all or any part of the Collateral upon credit, Debtor will
      be credited only with payments actually made by the purchaser, received by
      the
      Secured Party and applied against the Secured Obligations. In the event the
      purchaser fails to pay for the Collateral, Secured Party may resell the
      Collateral and Debtor shall be credited with the proceeds of such
      sale.

     

    ARTICLE
      VI

    MISCELLANEOUS

     

    Section
      6.1 Preservation
      of Liability.
      Neither
      this Security Agreement nor the exercise by Secured Party of (or the failure
      to
      so exercise) any right, power or remedy conferred herein or by law shall be
      construed as relieving any Person liable on the Secured Obligations from
      liability on the Secured Obligations and for any deficiency
      thereon.

     

    Section
      6.2 Notices.
      Any
      record, notice, demand or document which either party is required or may desire
      to give hereunder shall be given as provided in the Credit Agreement.


     

    Section
      6.3 Choice
      of Law.
      THIS
      SECURITY AGREEMENT HAS BEEN MADE IN AND THE SECURITY INTEREST GRANTED HEREBY
      IS
      GRANTED IN AND EACH SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
      (EXCEPT TO THE EXTENT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THE
      PERFECTION AND PRIORITY OF THE SECURITY INTEREST GRANTED HEREBY) WITHOUT REGARD
      TO ITS CONFLICTS OF LAWS PRINCIPLES.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Section
      6.4 Amendment
      and Waiver.
      This
      Security Agreement may not be amended (nor may any of its terms be waived)
      except in the manner provided in the Credit Agreement.

     

    Section
      6.5 Severability.
      If any
      provision of this Security Agreement is rendered or declared invalid, illegal
      or
      unenforceable by reason of any existing or subsequently enacted legislation
      or
      by a judicial decision which shall have become final, Debtor and Secured Party
      shall promptly meet and discuss substitute provisions for those rendered
      invalid, illegal or unenforceable, but all of the remaining provisions shall
      remain in full force and effect

     

    Section
      6.6 Survival
      of Agreements.
      All
      representations and warranties of Debtor herein, and all covenants and
      agreements herein not fully performed before the effective date of this Security
      Agreement, shall survive such date.

     

    Section
      6.7 Counterparts.
      This
      Agreement may be executed in two or more counterparts, and it shall not be
      necessary that the signatures of all parties hereto be contained on any one
      counterpart hereof. Each counterpart shall be deemed an original, but all such
      counterparts taken together shall constitute one and the same instrument.


     

    Section
      6.8 Successors
      and Assigns.
      The
      covenants and agreements herein contained by or on behalf of Debtor shall bind
      Debtor, Debtor’s legal representatives, successors and assigns and all persons
      who become bound as a debtor to this Security Agreement and shall inure to
      the
      benefit of Secured Party, its successors and permitted assigns under the Credit
      Agreement.

     

    Section
      6.9 Titles
      of Articles, Sections and Subsections.
      All
      titles or headings to articles, sections, subsections or other divisions of
      this
      Security Agreement are only for the convenience of the parties and shall not
      be
      construed to have any effect or meaning with respect to the other content of
      such articles, sections, subsections or other divisions, such other content
      being controlling as to the agreement between the parties hereto.

     

    Section
      6.10 WAIVER
      OF JURY TRIAL.
      TO THE
      MAXIMUM EXTENT NOT PROHIBITED BY LAW, EACH OF THE UNDERSIGNED HEREBY KNOWINGLY,
      VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT WHICH IT MAY HAVE TO A TRIAL
      BY
      JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME ARISING
      OUT
      OF, UNDER OR IN CONNECTION WITH THE NOTE, THIS AGREEMENT OR THE OTHER SECURITY
      DOCUMENTS, OR ANY TRANSACTION CONTEMPLATED THEREBY, BEFORE OR AFTER
      MATURITY.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Section
      6.11 Interest.
      It is
      the intention of the parties hereto to comply strictly to usury laws applicable
      to the Secured Party. Interest on the indebtedness is expressly limited so
      that
      in no contingency or event whatsoever, whether by acceleration of the maturity
      of the Note or otherwise, shall the interest taken, reserved, contracted for,
      charged or received by the Secured Party exceed the maximum amount permissible
      under applicable law. If from any circumstances whatsoever fulfillment of any
      provisions of the Credit Agreement, this Agreement, any of the other Security
      Documents or of any other document evidencing, securing or pertaining to the
      indebtedness evidenced by the Note, at the time performance of such provision
      shall be due, would be usurious under applicable law, then, ipso facto, the
      obligation to be fulfilled shall be reduced to the limit of such validity so
      that the aggregate consideration which constitutes interest that is contracted
      for, taken, reserved, charged for, or received shall not exceed the maximum
      amount allowed by applicable law and such amount that would otherwise be
      excessive interest shall be applied to the reduction of the principal amount
      owing under the Note or on account of any other indebtedness of the Debtor
      to
      the Secured Party, or if principal of the Note and such other indebtedness
      has
      been paid in full, refunded to the Debtor. In determining whether or not the
      interest paid or agreed to be paid for the use, forbearance, or detention of
      sums hereunder exceeds the highest lawful rate, the Debtor and the Secured
      Party
      shall, to the maximum extent permitted by applicable law, (a) characterize
      any
      non-principal payment as an expense, fee or premium rather than as interest,
      (b)
      exclude voluntary prepayments and the effects thereof, (c) amortize, prorate,
      allocate and spread the total amount of interest throughout the full term of
      such indebtedness so that the actual rate of interest on account of such
      indebtedness does not exceed the highest lawful rate, and/or (d) allocate
      interest between portions of such indebtedness, to the end that no such portion
      shall bear interest at a rate greater than that permitted by applicable
      law.

     

    THIS
      SECURITY AGREEMENT, THE CREDIT AGREEMENT, THE NOTE AND THE SECURITY DOCUMENTS
      REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS
      ADDRESSED HEREIN AND THEREIN AND WILL NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
      CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
      UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     

    [Signatures
      On The Following Page]

    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF, the Debtor and Secured Party have caused this instrument to
      be
      executed as of __________ ,
      2008.

    

      
        	
                
                  
                    
                      Debtor:

                    

                  

                

              
	 
	
                KY
                  USA ENERGY, INC.,

              
	
                a
                  Kentucky corporation

              
	 
	
                By:

              	 
	
                Name:  

              	 
	
                Title:

              	 
	 
	
                
                  
                    
                      
                        Secured
                          Party:

                      

                    

                  

                

              
	 
	
                NSES
                  12, LLC,

              
	
                a
                  Delaware limited liability company

              
	 
	
                By:

              	 
	
                Name:  

              	 
	
                Title: