STATE OF TEXAS

            	
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              COUNTIES OF EASTLAND
                

            	
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              AND
                STEPHENS

            	
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    MODIFICATION
      OF LIEN DOCUMENTS 

     

    This
      instrument is executed as of July 3, 2008, by CHARLES HILL DRILLING, INC. (a/k/a
      Charles L. Hill Drilling, Inc.), a Nevada corporation (“Grantor”), 2930 Chesire
      Way, Grand Prairie, Texas 75052, and HD SPECIAL-SITUATIONS, LP (“Lender”), whose
      address is 425 California Street, Suite 1200, San Francisco, California 94104,
      for the purpose of modifying certain liens and security interests to secure
      payment of the indebtedness owing to Lender under the Second Note Purchase
      Agreement (defined below). 

     

    On
      May
      20, 2008, Knight Energy Corp. (“Borrower”) and Lender entered into that certain
      Note Purchase Agreement (the "First Note Purchase Agreement"), and pursuant
      thereto Borrower has executed and delivered to Lender three (3) 15% Senior
      Secured Promissory Notes payable to Lender in the aggregate principal amount
      of
      $1,500,000.00, and having a final maturity date of May 20, 2010 (collectively,
      the "Prior Notes").  

     

    Payment
      of the Prior Notes and the obligations of Borrower under the First Note Purchase
      Agreement are secured, in part, by first liens and first security interests
      created or described in the lien documents executed by Grantor in favor of
      Lender, affecting certain oil and gas properties of Grantor, and recorded as
      described in Exhibit "A" attached (collectively the "Lien Documents"). The
      oil
      and gas properties covered by the Lien Documents will be referred to
      collectively as the "Mortgaged Properties." For further reference, the original
      Lien Documents may be found in the files of Lender at the above address.


     

    Pursuant
      to a Note Purchase Agreement of even date herewith between Borrower and Lender
      (the “Second Note Purchase Agreement”), Borrower has executed and delivered to
      Lender or after the date hereof will execute and deliver to Lender one or more
      15% Senior Secured Promissory Notes payable to Lender in the aggregate principal
      amount of $2,500,000.00, and having a final maturity date of May 20, 2010
      (collectively, the "Additional Notes"). 

     

    Grantor
      and Lender desire to renew and modify the Lien Documents to provide that they
      secure the obligations of Borrower under the Second Note Purchase Agreement
      and
      payment of the Additional Notes, in addition to the obligations of Borrower
      under the First Note Purchase Agreement and payment of the Prior Notes.


     

    In
      consideration of the loans represented by the Second Note Purchase Agreement
      and
      the Additional Notes, and for other valuable consideration, the receipt and
      adequacy of which are hereby acknowledged, Grantor and Lender agree as follows:
      

     

    (a)
      The
      Lien Documents are amended to secure payment of the Additional Notes, including
      the obligations of Borrower under the Second Note Purchase Agreement, and any
      and all additional promissory notes that may be executed by Borrower under
      the
      Second Note Purchase Agreement, and the liens and security interests created
      by
      or described in the Lien Documents are renewed and extended until the Prior
      Notes and the Additional Notes are paid in full and all obligations and
      commitments (including the “Secured Indebtedness,” as defined in sub-clause (b)
      below) under the First Note Purchase Agreement and the Second Note Purchase
      Agreement are satisfied or terminated. 


    
      
        
        

      

      
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    (b) The
      defined term "Secured Indebtedness" as set forth in the Lien Documents is hereby
      amended to include, together with all items currently included in such
      definition of Secured Indebtedness, (i) all indebtedness and obligations of
      Borrower arising pursuant to the terms of the Second Note Purchase Agreement,
      (ii) the Additional Notes and any other promissory notes issued pursuant to
      the
      Second Note Purchase Agreement, and (iii) any and all amendments to, extensions
      of, or substitutes for any of the foregoing indebtedness, obligations and
      liabilities or any part thereof. 

     

    (c)
      The
      Lien Documents, as amended hereby, are ratified, confirmed, and acknowledged
      to
      be valid, subsisting, and binding upon Grantor; no uncured breaches or defaults
      exist under the Lien Documents; and no event has occurred or circumstance exists
      which with the passing of time or giving of notice, will constitute a default
      or
      breach under the Lien Documents. There are no defenses or offsets with respect
      to the First Note Purchase Agreement, the Prior Notes, the Second Note Purchase
      Agreement, the Additional Notes, or the Lien Documents. 

     

    (d)
      It is
      the intention of Grantor and Lender that the Lien Documents shall cover and
      include any and all of Grantor’s right, title and interest in and to any of the
      oil, gas and mineral leases, other interests in oil, gas or other minerals,
      and
      other items of real and personal property described or covered by the Lien
      Documents, including without limitation any right, title and interest of any
      kind in any of the lands covered by such leases and mineral interests, whether
      such right, title and interest of Grantor was or is acquired by Grantor before,
      simultaneously with, or after the inception of such Lien Documents and whether
      such right, title and interest of Grantor was or is acquired before,
      simultaneously with, or after the date of this instrument and notwithstanding
      any fractional quantities of ownership interest which may be set out in the
      description of the property in any of the Lien Documents. 

     

    (e)
      Grantor will execute all additional deeds of trust, mortgages, renewals,
      extensions, or other related documents required by Lender to evidence the liens
      and security interests of Lender. 

     

     To
      secure
      the Secured Indebtedness (as amended in sub-clause (b) above), Grantor has
      granted, bargained, sold, mortgaged, assigned, transferred and conveyed and
      by
      these presents does grant, bargain, sell, mortgage, assign, transfer and convey
      unto Grantor and unto J. Patrick Murphy, as Trustee, and his respective
      successors and substitutes in trust hereunder for the use and benefit of Lender,
      all of Grantor’s right, title and interest, whether now owned or hereafter
      acquired, in and to the Mortgaged Properties. TO HAVE AND TO HOLD the Mortgaged
      Properties, together with the rights, privileges and appurtenances now owned
      or
      hereafter acquired at any time before the release of the Lien Documents in
      anywise belonging or appertaining thereto, unto Lender and unto the Trustee
      named above and to his successors and assigns, forever to secure the payment
      of
      the Secured Indebtedness and the performance of the agreements and covenants
      of
      Borrower and Grantor herein contained and in the First Note Purchase Agreement
      and the Second Note Purchase Agreement. 


    
      
        
        

      

      
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    This
      instrument is binding upon and inures to the benefit of the parties hereto
      and
      their respective successors and assigns. 

    


    
      	
              GRANTOR:

            
	 
	CHARLES
              HILL DRILLING, INC.
	(a/k/a
              Charles L. Hill Drilling, Inc.)
	a
              Nevada corporation


    

     

    
      	  
	
              By:

            	 

	 	
              Bruce
                A. Hall, Chief Financial Officer and 

              Director
                of Knight Energy Corp., the Sole 

              Stockholder
                of Charles Hill Drilling, Inc.

            


    

     

    
      	 	 
	
              LENDER:

            
	 	 
	
              HD
                SPECIAL-SITUATIONS, LP

            
	 	 
	
              By:

            	
               

            
	 	
              Todd
                Selix Blankfort, Managing Member

            


    

    


    
      	 	 
	 	 
	
              THE
                STATE OF TEXAS 

            	
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              COUNTY
                OF _____________

            	
              §

            


    

     

    The
      foregoing instrument was acknowledged before me this ____ day of July, 2008
      by
      Bruce A. Hall, Chief Financial Officer and Director of Knight Energy Corp.,
      the
      Sole Stockholder of Charles Hill Drilling, Inc., a Nevada corporation, on behalf
      of said corporation. 

    


    
      	  

	
              Notary
                Public, State of Texas

            


    


    
      
        
        

      

      
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              STATE
                OF CALIFORNIA

            	
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              COUNTY OF __________________
                

            	
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    This
      instrument was acknowledged before me on this ___ day of July, 2008, by Todd
      Selix Blankfort, Managing Member of HD Special-Situations, LP, a limited
      partnership, on behalf of said limited partnership. 

     

    
      	 	
               

            
	 	
              Notary
                Public in and for

            
	 	
              the
                State of California

            
	
              (PERSONALIZED
                SEAL) 

            	 


    

     

    When
      Recorded, Return To: 

    MURPHY
      MAHON KEFFLER & FARRIER, L.L.P. 

    500
      Throckmorton Street, Suite 1200 

    Fort
      Worth, Texas 76102 

    Attn:
      J.
      Patrick Murphy 


    
      
        
        

      

      
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    EXHIBIT
      “A”

     

    Lien
      Documents 

     

    
      	
              NO.
                

            	 	
              TEXAS
                

            	 	
              INSTRUMENT
                

            	 	
              FILING
                INFO. 

            
	 	 	 	 	 	 	 
	
              1.
                

            	 	
              Eastland
                County 

            	 	
              Deed
                of Trust, Mortgage, Security Agreement, Assignment of Production
                and
                Financing Statement dated May 20, 2008 

            	 	
              Filed:
                05/22/2008 

              Document
                No.: 02801749 

              Volume:
                2597, Page 59 

              Official
                Records 

            
	 	 	 	 	 	 	 
	
              2.
                

            	 	
              Stephens
                County 

            	 	
              Deed
                of Trust, Mortgage, Security Agreement, Assignment of Production
                and
                Financing Statement dated May 20, 2008 

            	 	
              Filed:
                05/22/2008 

              Document
                No.: 1510 

              Volume:
                1931, Page 162 

              Official
                Public Records 

            


    

    


    
      
        
        

      

      
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