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AMENDED AND RESTATED
SECURITY AGREEMENT
 BETWEEN
 SOUTHWEST OILFIELD CONSTRUCTION COMPANY
(DEBTOR)
 AND
 GUARANTY BANK, FSB, AGENT
(SECURED PARTY)
 DECEMBER 28, 2006




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND INTERPRETATION
    
    
    11.1 Terms Defined Above
    
    
    11.2 Terms Defined in Credit Agreement
    
    
    11.3 Additional Defined Terms
    
    
    11.4 Undefined Financial Accounting Terms
    
    
    31.5 References
    
    
    31.6 Articles and Sections
    
    
    31.7 Number and Gender
    
    
    3ARTICLE II GRANT OF SECURITY INTEREST
    
    
    4ARTICLE III REPRESENTATIONS AND WARRANTIES
    
    
    43.1 Validity, Perfection and Priority
    
    
    43.2 No Liens; Other Financing Statements
    
    
    43.3 Location of Debtor and Collateral
    
    
    53.4 Accounts
    
    
    53.5
Tradenames; Prior Names
    
    
    5ARTICLE IV COVENANTS
    
    
    54.1 Further Assurances
    
    
    54.2 Change of Chief Executive Office
    
    
    64.3 Change of Name or Corporate Structure
    
    
    64.4 Title, Prohibited Liens and Filings
    
    
    64.5 Maintain Records and Accounts
    
    
    64.6 Right of Inspection
    
    
    74.7 Possession of Collateral
    
    
    74.8
Financing Statement Filings; Notifications
    
    
    7ARTICLE V ACCOUNTS
    
    
    75.1 Debtor Remains Liable under Accounts
    
    
    75.2
Collections on Accounts
    
    
    7ARTICLE VI POWFR OF ATTORNEY
    
    
    86.1 Appointment as Attorney- in-Fact
    
    
    86.2 No Duty
on the Part of Secured Party
    
    
    9ARTICLE VII
REMEDIES; RIGHTS UPON DEFAULT
    
    
    97.1 Rights and Remedies Generally
    
    
    97.2 Proceeds
    
    
    97.3 Collection of Accounts
    
    
    107.4 Disposition of Collateral
    
    
    107.5 Debtors Accounts
    
    
    107.6 Possession of Collateral
    
    
    10
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Page7.7 Disposition of the Collateral
    
    
    117.8 Recourse
    
    
    127.9 Expenses; Attorneys Fees
    
    
    127.10 Application of Proceeds
    
    
    127.11 Limitation on Duties Regarding Preservation of Collateral
    
    
    127.12 Waiver of Claims
    
    
    137.13 Discontinuance of Proceedings
    
    
    13ARTICLE VIII INDEMNITY
    
    
    138.1 INDEMNITY
    
    
    138.2
Indemnity Obligations Secured by Collateral; Survival
    
    
    14ARTICLE IX MISCELLANEOUS
    
    
    159.1 No Waiver; Remedies Cumulative
    
    
    159.2 Termination; Release
    
    
    159.3 Counterparts
    
    
    159.4 Marshalling
    
    
    159.5 Severability
    
    
    159.6 Financing Statement Filing
    
    
    159.7 Notices and Other Communications
    
    
    169.8 Parties in Interest
    
    
    169.9 Amendments
    
    
    169.10 Entire Agreement
    
    
    169.11 Governing Law
    
    
    169.12 Jurisdiction and Venue
    
    
    16
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AMENDED AND RESTATED
SECURITY AGREEMENT
 AMENDED AND RESTATED SECURITY AGREEMENT Agreement SOUTHWEST OILFIELD CONSTRUCTION COMPANY Debtor GUARANTY BANK, FSB Secured Party
 W I T N E S S E T H:
 Credit Agreement
    ARTICLE I
 DEFINITIONS AND INTERPRETATION
 Terms Defined Above Agreement Credit Agreement Debtor Secured Party
 Terms Defined in Credit Agreement
 Additional Defined Terms
 Accounts




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Account Debtor
 Account Records
 Chattel
Paper
 Collateral
 Equipment
 General Intangibles
 - 2 -




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Indemnitees
 Proceeds
 Secured Obligations
 UCC
 Undefined Financial Accounting Terms
 References
 Articles and Sections
 Number and Gender
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ARTICLE II
 GRANT OF SECURITY INTEREST
 Collateral
 (a)
    
    all Accounts;(b)
    
    all Account Records;(c)
    
    all Chattel Paper;(d)
    
    all Equipment;(e)
    
    all General Intangibles; and(f)
    
    all accessions and additions to any or all of the
foregoing, all substitutions and replacements for any or all of the
foregoing, and all Proceeds and products of any or all of the foregoing.
 ARTICLE III
 REPRESENTATIONS AND WARRANTIES
  Validity, Perfection and Priority
 No Liens; Other Financing Statements
  - 4 -




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Location of Debtor and Collateral
 Accounts.
  Tradenames; Prior Names
 ARTICLE IV
 COVENANTS
  Further Assurances
   - 5 -




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Change of Chief Executive Office
 Change of Name or Corporate Structure
 Title, Prohibited Liens and Filings
 Maintain Records and Accounts
 - 6 -




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Right of Inspection
 Possession of Collateral
 Financing Statement Filings; Notifications
 ARTICLE V
 ACCOUNTS
 Debtor Remains Liable under Accounts
 Collections on Accounts
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ARTICLE VI
 POWER OF ATTORNEY
 Appointment as Attorney-in-Fact
     - 8 -




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No Duty on the Part of Secured Party
 ARTICLE VII
 REMEDIES; RIGHTS UPON DEFAULT
 Rights and Remedies Generally
 Proceeds
 - 9 -




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Collection of Accounts
    Disposition of Collateral
   Debtors Accounts
 Possession of Collateral
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Disposition of the Collateral
 - 11 -




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Recourse
 Expenses; Attorneys Fees
 Application of Proceeds
 first
 second
 third
 fourth
 fifth
 sixth
 seventh
  Limitation on Duties Regarding Preservation of Collateral
 - 12 -




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Waiver of Claims
     Discontinuance of Proceedings
 ARTICLE VIII
 INDEMNITY
 INDEMNITY DEBTOR AGREES TO INDEMNIFY, REIMBURSE, AND HOLD THE INDEMNITEES
HARMLESS FROM ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS (INCLUDING REASONABLE ATTORNEYS FEES AND
EXPENSES) (FOR THE PURPOSES OF THIS SECTION ALL OF THE FOREGOING ARE COLLECTIVELY CALLED
EXPENSES) OF WHATSOEVER KIND OR NATURE WHICH MAY BE IMPOSED
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ON, ASSERTED AGAINST, OR INCURRED BY ANY OF SUCH INDEMNITEES IN ANY WAY RELATING TO OR
ARISING OUT OF THIS AGREEMENT OR THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR IN ANY OTHER WAY
CONNECTED WITH THE ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ENFORCEMENT OF
ANY OF THE TERMS OF OR THE PRESERVATION OF ANY RIGHTS HEREUNDER, INCLUDING, WITHOUT LIMITATION,
THOSE ARISING FROM THE NEGLIGENCE, WHETHER SOLE OR CONCURRENT, OF ANY INDEMNITEE; PROVIDED THAT NO
SUCH INDEMNITEE SHALL BE INDEMNIFIED PURSUANT TO THIS SECTION FOR EXPENSES TO THE EXTENT ARISING
FROM THE WILLFUL MISCONDUCT AND/OR GROSS NEGLIGENCE OF SUCH INDEMNITEE.
    Indemnity Obligations Secured by Collateral: Survival
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ARTICLE IX
 MISCELLANEOUS
 No Waiver, Remedies Cumulative
 Termination, Release
 Counterparts
 Marshalling
 Severability
 Financing Statement Filing
 - 15 -




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Notices and Other Communications
 Parties in Interest
 Amendments
 Entire Agreement . This Agreement constitutes the entire Agreement
between the Parties hereto with respect to the subject hereof and shall supersede any prior
agreements, whether written or oral, between the Parties hereto relating to the subject hereof.
Furthermore, in this regard, this Agreement and the other written Loan Documents represent,
collectively, the final agreement among the Parties hereto and may not be contradicted by evidence
of prior, contemporaneous, or subsequent oral agreements of such Parties. There are no unwritten
oral agreements among such Parties.
 Governing Law This Agreement shall be governed by and construed in accordance with the Laws of the State of Texas (without giving effect to principles thereof relating to conflicts of laws).
 Jurisdiction and Venue All actions or proceedings with
respect to, arising directly or indirectly in connection with, out of, related to or from this
Agreement or any other Loan Document to which any Debtor is a Party may be
litigated at the sole discretion and election of the Secured Party,
in courts having situs in Dallas, Dallas County, Texax. Debtor hereby submits to the
jurisdiction of any local, state, or federal court located in Dallas, Dallas County,
Texas, and hereby waives any rights it may have to transfer or change the jurisdiction or venue of
any litigation brought against it by the Secured Party in accordance with this Section.
 - 16 -




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DEBTOR:SOUTHWEST OILFIELD CONSTRUCTION COMPANYBy:
    /s/ Beverly A. CummingsBeverly A. CummingsExecutive Vice President, Treasurer,
and Chief
Financial Officer - 17 -




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SECURED PARTY:GUARANTY BANK, FSBBy:
    /s/ David M. ButlerDavid M. ButlerVice President - 18 -




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EXHIBIT A
 Section 3.1:
    
    FILING LOCATIONS
Secretary of State of Oklahoma
 A-i




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EXHIBIT B
 DESCRIPTION OF EQUIPMENT
 I.
    
    NEW 2006 REBEL EQUIPMENT, I.E. FALCON RIG MODEL SR -550, Double Drum Well Servicing Unit;
serial # to be issued when unit has been approved by governmental agencies. Including but not
limited to:
 1)
    
    DRAW WORKS, i.e. Tubing Drum; Sandline Drum; Right Angle Gear Box; & Auxiliary Brake;2)
    
    POWER SOURCE, i.e. Engine  CAT Model C-15 ATAAC Engine Tier 3, 540 HP; Transmission,
i.e. Allison M561OA;3)
    
    CARRIER, i.e. Rebel Equipment I-Beam with Eaton tandem front steering axles rated at
20,000# per axle, etc; Leveling Jacks (4); Hydraulic System (300 gallon tank with filtering
system); Air System (Engine driven 27 CFM air compressor, etc); Fuel Tanks (1 aluminum 150
gallon); Tool Boxes (two 18x24x36); Splash Cooling System (one 60 gallon tank);
Hydraulic Winch (Braden Model PD-12-C, 12,000#); Walkways and Handrails (with one ladder);
Work Platform (8x8 with 2 wings); Jack Stands (six i.e., 2 front, 2 for rear and 2 for
mast base screw jacks);4)
    
    MAST, i.e. Rig Works Model 104-252 104 high (252,000# hook load capacity on 8 lines,
225,000# hook load on 6 lines);5)
    
    PAINT, i.e. sandblasted and DuPont primer & customer color, all as set forth below:
 DRAWWORKS:Tubing Drum:
    
    42 X 12 brake flanges, air and splash cooling,
conventional brake linkage system, Wichita 324 air clutch, 16
diameter barrel with Lebus 1 grooving, hardened sprockets and
driven with 140 HS chain.Sandline Drum:
    
    42 X 8 brake flanges, air and splash cooling,
conventional brake linkage system, Wichita 224 air clutch, 12 3/4
diameter barrel, hardened sprockets and driven with 140 HS chain,
drum capacity of 16,500 of 9/1 6 wireline.Right Angle Gear Box:
    
    Rebel fabricated oilbath 550 HP input rated driven by 1810
series drive train. Output hardened sprocket and 140 HS chain.Auxiliary Brake:
    
    (2) Two 48 Kobelt air cooled disc brakes with (1) caliper per disc,
air controlled at operators platform, complete with guard
and mounted on operators side of drawworks.POWER
SOURCE:Engine:
    
    Caterpillar Model C-15 ATAAC Engine Tier 3 rated at 540 HP
at 2100 RPM. Complete with radiator, hydraulic power steering
pump, air inlet safety shut off assembly, transmission oil cooler
assembly, manual fuel primer pump assembly, 12 volt alternator, 27
air compressor, air governor assembly, engine mechanical gauge
cluster assembly, EMS ATI, data linkup, (2) two remote relay
control panel box assemblies (Primary  main drum and
secondary
 B-i




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 sand drum), cab dash panel gauge cluster and
instrumentation assembly, engine manual on/off switch
lock box assembly.Transmission:
    
    Allison M5610A electronically controlled
transmission with drop box and two disconnects. CEC II
controls for the transmission are for automatic in road mode and power shift over
the well. Transmission has a safety lock out and cannot
be put in to road gear until transmission is in road mode
and brakes are released.CARRIER:
    
    Rebel Equipment I-Beam construction with Eaton
tandem front steering axles rated at 20,000# per axle,
Rayco suspension, (4) four 445/65R22.5 tires, power
steering and ABS brakes. Eaton DP521 tandem rear drive
axles rated at 52,000#, Hendrickson suspension, (8) eight
11:00R22.5 tires, ABS brakes. Silent drive tag axle
with air lift and air retract suspension rated at 20,000#
with (4) 11:00R22.5 tires.Leveling Jacks:
    
    (4) four hydraulic jacks, (2) two at front of
carrier and (2) at rear.Hydraulic System:
    
    300 gallon tank complete with filtering system,
P-37 51 GPM at 1800 RPM pump driven by Chelsa PTO, air operated, complete with hoses, piping and control valves.Air System:
    
    Engine driven 27 CFM air compressor, AD-9 air
dryer, air supply tanks, hoses, piping and control
valves.Fuel Tanks:
    
    (1) one aluminum 150 gallon with hoses mounted under decking.Tool Boxes:
    
    (2) two 18 X 24 X 36 mounted under decking.Splash Cooling System:
    
    (1) one 60 gallon tank complete with regulator, hoses, piping and valves for tubing and sandline drums.Hydraulic Winch:
    
    Braden model PD-12-C 12,000# fast layer capacity
complete with hoses, piping and control valve, less
wireline.Walkways & Handrails:
    
    Extending from drawworks to operators position with (1) one ladder and handrails to operators platform.Work Platform:
    
    8 Wide X 8 Long with 2 wing on both sides, Center slide, adjustable height.Jack Stands:
    
    (6) Six fabricated, (2) two for front leveling
jacks, (2) two for rear leveling jacks and (2) two for
mast base screw jacks.MAST:
    
    RigWorks Model 104-252 104 high. 252,000# hook
load capacity on (8) eight lines, 225,000# hook load
capacity on (6) lines, mast support stationary with
adjusting screws in well side mast legs. Mast legs are
made with rectangular tubing, (2) two hydraulic raising
and (1) telescoping cylinder, crown assembly including
(1) one 30 1 grooved sheave, (4) four 24 1 grooved
sheaves, (1) one 24 9/16 sandline sheave and (2) two
catline sheaves.
 B-ii