EXHIBIT
      10.4

     

    FORSTER
      DRILLING CORPORATION

     

    Subordinated
      Note due January 15, 2013

     

    US$1,215,000.00

     

    No.08-1

     

    CUSIP
      No.34659W AC6

     

    FORSTER
      DRILLING CORPORATION, and its wholly owned subsidiaries, Forster Drilling,
      Inc.;
      Forster Tool & Supply, Inc.; and Forster Exploration & Production, Inc.,
(collectively,
      the “Company”) promises to pay to Cede & Co., or its registered assigns, the
      principal sum of $1,215,000 on January 15, 2013. Interest Payment Dates: January
      15, April 15, July 15 and October 15 commencing April 15, 2008. Record Dates:
      December 15, March 15, June 15 and September 15 (whether or not a Business
      Day).

     

    Dated:
      January 3, 2008

     

    
      	
              FORSTER
                DRILLING CORPORATION

            
	 	 
	
              By:

            	
              /s/
                Fred Forster III

            
	
            	
              Fred
                Forster III

            
	 	
              Chairman,
                President and CEO

            


    

     

    Certificate
      of Authentication

     

    This
      is
      one of the Subordinated Notes referred to in the within-mentioned
      Indenture.

     

    BANK
      OF THE OZARKS 

    as
      Trustee 

    


    
      	
              By:

            	
              /s/
                Shelia Mayden

            
	 	
              Shelia
                Mayden, Senior Vice President

            


    

     

    Additional
      provisions of this Subordinated Note are set forth on the other side of this
      Subordinated Note.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (Reverse
      of Subordinated Note)

     

    Subordinated
      Note due January 15, 2013

     

    Capitalized
      terms used herein have the meanings assigned to them in the Indenture (as
      defined below) unless otherwise indicated.

     

    1. Interest.
      FORSTER
      DRILLING CORPORATION, a corporation organized under the laws of the State of
      Nevada (the “Company”), promises to pay interest on the principal amount of this
      Subordinated Note at the rate and in the manner specified below. Interest shall
      accrue at the rate of 17.00% per annum. 

     

    Interest
      will be payable quarterly, in arrears, on January 15, April 15, July 15 and
      October 15 of each year, commencing on April 15, 2008, or if any such day is
      not
      a Business Day on the next succeeding Business Day (each an “Interest Payment
      Date”) to Holders of record of the Subordinated Notes at the close of business
      on the immediately preceding December 15, March 15, June 15 and September 15
      whether or not a Business Day. Interest on the Subordinated Notes will accrue
      from the most recent date to which interest has been paid or, if no interest
      has
      been paid, from the Issue Date. Interest will be computed on the basis of a
      360-day year comprised of twelve 30-day months. To the extent lawful, the
      Company shall pay interest on overdue principal at the rate equal to 1% (one
      percent) in excess of the otherwise then applicable Interest Rate on the
      Subordinated Notes; it shall pay interest on overdue installments of interest
      (without regard to any applicable grace periods) at the same rate to the extent
      lawful.

     

    2. Method
      of Payment.
      The
      Company shall pay interest on the Subordinated Notes (except defaulted interest)
      to the Persons who are registered Holders of Subordinated Notes at the close
      of
      business on the record date next preceding the Interest Payment Date, even
      if
      such Subordinated Notes are cancelled after such record date and on or before
      such Interest Payment Date. The Holder hereof must surrender this Subordinated
      Note to a Paying Agent to collect principal payments. Principal, premium, if
      any, and interest, on the Subordinated Notes will be payable at the office
      or
      agency of the Company maintained for such purpose within Houston, Texas or,
      at
      the option of the Company, payment of interest may be made by check mailed
      to
      the Holders of the Subordinated Notes at their respective addresses set forth
      in
      the register of Holders of Subordinated Notes; provided
      that all
      payments with respect to Subordinated Notes the Holders of which have given
      wire
      transfer instructions to the Company will be required to be made by wire
      transfer of immediately available funds to the accounts specified by the Holders
      thereof. Unless otherwise designated by the Company, the Company’s office will
      be the office of the Trustee maintained for such purpose.

     

    3. Paying
      Agent and Registrar.
      Initially, the Trustee will act as Paying Agent and Registrar. The Company
      may
      change any Paying Agent, Registrar or co-registrar without prior notice to
      any
      Holder of a Subordinated Note. The Company may act in any such
      capacity.

     

    
      
        
        

      

      
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    4. Indenture.
      The
      Company issued the Subordinated Notes under an Indenture dated as of January
      3,
      2008 (the “Indenture”) between the Company, the Subsidiary Guarantors and Bank
      of the Ozarks (the “Trustee”). The terms of the Subordinated Notes include those
      stated in the Indenture and those made part of the Indenture by reference to
      the
      United States Trust Indenture Act of 1939, as amended (15 U.S. Code
§§ 77aaa-77bbbb), as in effect on the date of the Indenture. The
      Subordinated Notes are subject to all such terms, and Holders of Subordinated
      Notes are referred to the Indenture and such act for a statement of such terms.
      The terms of the Indenture shall govern any inconsistencies between the
      Indenture and the Subordinated Notes. The Subordinated Notes are obligations
      of
      the Company limited to the sum of US$1,215,000 in aggregate principal amount
      issued on the Issue Date.

     

    5. Guarantee.
      The
      Obligations of the Company under the Subordinated Notes have been guaranteed,
      jointly and severally, by the Restricted Subsidiaries and such other persons
      that become Restricted Subsidiaries after the Issue Date and each of their
      respective successors. The guarantee issued by each Guarantor ranks senior
      in
      right and priority of payment to all other Indebtedness of such
      Guarantors.

     

    6. Optional
      Redemption.
      Except
      as set forth in Section
      3.10
      of the
      Indenture, the Subordinated Notes will not be redeemable at the Company’s option
      prior to February 15, 2008. Thereafter, the Subordinated Notes will be subject
      to redemption at the option of the Company, in whole or in part, upon not less
      than 30 nor more than 60 days’ notice to the Holders, at 100% of the principal
      amount plus accrued and unpaid interest thereon to the applicable redemption
      date.

     

    Any
      redemption pursuant to Section
      3.07
      of the
      Indenture shall be made pursuant to the provisions of the
      Indenture.

     

    7. Mandatory
      Redemption.
      The
      Company will make mandatory redemption or sinking fund payments with respect
      to
      the Subordinated Notes only as required pursuant to the Indenture.

     

    8. Repurchase
      at Option of Holder.
      The
      Trustee shall establish and maintain within the Revenue Fund (as described
      in
Sections
      5.01 and 5.02
      of the
      Indenture) the Excess Revenue Account. The Excess Revenue Account shall be
      established and maintained so as to create, perfect and establish the priority
      of the security interest of the Trustee in such account and all cash, Permitted
      Investments and other property from time to time deposited therein and otherwise
      to effectuate the lien of the Subordinated Notes.

     

    (a)
      The
      Trustee shall have sole dominion and control over the Excess Revenue Account
      (including, inter alia, the sole power to direct withdrawals or transfers from
      the Excess Revenue Account and to direct the investment and reinvestment of
      funds in the Excess Revenue Account, subject to the provisions of the
Section 3.09
      of the
      Indenture). The Trustee shall make withdrawals and transfers from the Excess
      Revenue Account in accordance with the terms of this Indenture. The Company
      and
      the Trustee acknowledge that the Excess Revenue Account is a “deposit account”
or “investment property” within the meaning of Section 9-102 of the UCC and that
      the Trustee has “control,” for purposes of Section 9-315 of the UCC, of the
      Excess Revenue Account.


    
      
        
        

      

      
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    (b) The
      Trustee shall establish and maintain the Excess Revenue Account on the date
      of
      this Indenture, and the Excess Revenue Account shall bear a designation clearly
      indicating that the funds deposited therein are held for the benefit of the
      Subordinated Note holders. Except as expressly provided herein, all Excess
      Revenue shall be deposited in the Excess Revenue Account and transferred
      therefrom in accordance with the terms of this Indenture. No funds shall be
      deposited in the Excess Revenue Account that do not constitute Excess Revenue
      except as expressly provided in this Indenture without the prior written consent
      of the Trustee.

     

    (c) Excess
      Revenue shall be transferred to the Excess Revenue Account as set forth in
      Sections 5.01 and 5.02 of the Indenture.

     

    (d) The
      Subordinated Notes are subject to mandatory redemption upon any Interest Payment
      Date, as a whole or in part at the principal amount thereof, plus accrued
      interest thereon to the date of redemption, but without premium, from Excess
      Revenues (the “Excess
      Revenue Offer”).

     

    (e) The
      Excess Revenue Offer shall remain open for a period of 20 Business Days
      following its commencement and no longer, except to the extent that a longer
      period is required by applicable law (the “Offer
      Period”).
      No
      later than five Business Days after the termination of the Offer Period (the
      “Purchase
      Date”),
      the
      Company shall purchase the maximum principal amount of Subordinated Notes that
      may be purchased with such Excess Revenue (or such pro
      rata
      portion
      based upon the principal amount of the Subordinated Notes tendered, if the
      principal amount of Subordinated Notes tendered is in excess of the Excess
      Revenue) (which maximum principal amount of Subordinated Notes shall be the
      “Offer
      Amount”)
      or, if
      less than the Offer Amount has been tendered, all Subordinated Notes tendered
      in
      response to the Excess Revenue Offer. 

     

    (f) If
      the
      Purchase Date is on or after an interest record date and on or before the
      related interest payment date, any accrued interest on the Subordinated Notes
      shall be paid to the Person in whose name a Subordinated Note is registered
      at
      the close of business on such record date, and no additional interest shall
      be
      payable to Holders who tender Subordinated Notes pursuant to the Excess Revenue
      Offer on the portion of the tendered Subordinated Notes purchased pursuant
      to
      the Excess Revenue Offer.

     

    (g) Upon
      the
      commencement of any Excess Revenue Offer, the Company shall send, by first
      class
      mail, a notice to the Trustee and each of the Holders of the Subordinated Notes,
      with a copy to the Trustee. The notice shall contain all instructions and
      materials necessary to enable such Holders to tender Subordinated Notes pursuant
      to the Excess Revenue Offer. The Excess Revenue Offer shall be made to all
      Holders. The notice, which shall govern the terms of the Excess Revenue Offer,
      shall state:


    
      
        
        

      

      
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    (i) that
      the
      Excess Revenue Offer is being made pursuant to Section
      3.09
      of the
      Indenture and the length of time the Excess Revenue Offer shall remain
      open;

     

    (ii) the
      Offer
      Amount, the purchase price and the Purchase Date;

     

    (iii) that
      any
      Subordinated Note or portion thereof not tendered or accepted for payment shall
      continue to accrue interest;

     

    (iv) that
      Holders electing to have a Subordinated Note or portion thereof purchased
      pursuant to any Excess Revenue Offer shall be required to surrender the
      Subordinated Note, with the form entitled “Option of Holder to Elect Purchase”
on the reverse of the Subordinated Note completed, to the Company, a Depository,
      if appointed by the Company, or a Paying Agent at the address specified in
      the
      notice at least three Business Days before the Purchase Date;

     

    (v) that
      Holders shall be entitled to withdraw their election if the Company, Depository
      or Paying Agent, as the case may be, receives, not later than the expiration
      of
      the Offer Period, written communication setting forth the name of the Holder,
      the principal amount of the Subordinated Note or portion thereof the Holder
      delivered for purchase and a statement that such Holder is withdrawing his
      election to have the Subordinated Note or portion thereof
      purchased;

     

    (vi) that,
      if
      the aggregate principal amount of Subordinated Notes tendered by holders of
      such
      Subordinated Notes exceeds the Offer Amount, the Trustee shall select the
      Subordinated Notes to be purchased on a pro
      rata
      basis as
      described above (with such adjustments as may be deemed appropriate by the
      Trustee so that only Subordinated Notes in denominations of US$5,000, or
      integral multiples thereof, shall be purchased); and

     

    (vii) that
      Holders whose Subordinated Notes are purchased only in part shall be issued
      new
      Subordinated Notes equal in principal amount to the unpurchased portion of
      the
      Subordinated Notes surrendered (or transferred by book-entry
      transfer).

     

    (h) On
      the
      Purchase Date, the Company shall, to the extent lawful, accept for payment,
      on a
pro
      rata
      basis
      (as described above) to the extent necessary, the Offer Amount of Subordinated
      Notes or portions thereof tendered pursuant to the Excess Revenue Offer, or
      if
      less than the Offer Amount has been tendered, all Subordinated Notes or portions
      thereof tendered, and deliver to the Trustee an Officers’ Certificate stating
      that such Subordinated Notes or portions thereof were accepted for payment
      by
      the Company in accordance with the terms of Section
      3.09
      of the
      Indenture. The Company or Paying Agent, as the case may be, shall promptly
      (but
      in any case not later than five days after the Purchase Date) mail or deliver
      to
      each tendering Holder an amount equal to the purchase price of the Subordinated
      Note or portion thereof tendered by such Holder and accepted by the Company
      for
      purchase, and the Company shall promptly issue a new Subordinated Note, and
      the
      Trustee shall authenticate and mail or deliver such new Subordinated Note to
      such Holder equal in principal amount to any unpurchased portion of the
      Subordinated Note surrendered. Any Subordinated Note not so accepted shall
      be
      promptly mailed or delivered by the Company to the Holder thereof. The Company
      shall publicly announce the results of the Excess Revenue Offer on the Purchase
      Date. In the event that the aggregate amount of Excess Revenue Proceeds exceeds
      the aggregate principal amount of Subordinated Notes or portion thereof
      surrendered by Holders of such Subordinated Notes pursuant to an Excess Revenue
      Offer, the Company may use the remaining Excess Revenue for general purposes.
      Upon completion of an Excess Revenue Offer, the amount of the Excess Revenue
      shall be deemed to be reset at zero.


    
      
        
        

      

      
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    (i) Other
      than as specifically provided in Section
      3.09
      of the
      Indenture, any purchase pursuant to the Indenture shall be made pursuant to
      the
      provisions of Sections
      3.01
      through
3.06
      of the
      Indenture.

     

    9. Notice
      of Redemption.
      Notice
      of redemption shall be mailed by first class mail at least 30 days but not
      more
      than 60 days before the redemption date to each Holder whose Subordinated Notes
      are to be redeemed at its registered address. Subordinated Notes may be redeemed
      in part but only in whole multiples of US$5,000, unless all of the Subordinated
      Notes held by a Holder of Subordinated Notes are to be redeemed. If any
      Subordinated Note is to be redeemed in part only, the notice of redemption
      that
      relates to such Subordinated Note shall state the portion of the principal
      amount to be redeemed. On and after the redemption date, interest ceases to
      accrue on Subordinated Notes or portions of them called for redemption or
      purchase.

     

    10. Denominations,
      Transfer, Exchange.
      The
      Subordinated Notes are in registered form without coupons in denominations
      of
      US$5,000 and integral multiples of US$5,000. The transfer of Subordinated Notes
      may be registered and Subordinated Notes may be exchanged as provided in the
      Indenture. The Registrar and the Trustee may require a Holder of a Subordinated
      Note, among other things, to furnish appropriate endorsements and transfer
      documents and the Company may require a Holder of a Subordinated Note to pay
      any
      taxes and fees required by law or permitted by the Indenture. Neither the
      Company nor the Registrar need exchange or register the transfer of any
      Subordinated Note or portion of a Subordinated Note selected for redemption.
      Also, neither the Company nor the Registrar need issue, exchange or register
      the
      transfer of any Subordinated Notes for a period of 15 days before a selection
      of
      Subordinated Notes to be redeemed.

     

    11. Persons
      Deemed Owners.
      Prior
      to due presentment to the Trustee for registration of a transfer of this
      Subordinated Note, the Trustee, any Agent and the Company may deem and treat
      the
      Person in whose name this Subordinated Note is registered as its absolute owner
      for the purpose of receiving payment of principal of and interest on this
      Subordinated Note and for all other purposes whatsoever, whether or not this
      Subordinated Note is overdue, and neither the Trustee, any Agent nor the Company
      shall be affected by notice to the contrary. 


    
      
        
        

      

      
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    12. Amendments,
      Supplement and Waivers.
      Subject
      to certain exceptions, the Indenture, the Subordinated Notes or any amended
      or
      supplemental Indenture may be amended or supplemented with the written consent
      of the Holders of at least a majority in aggregate principal amount of the
      Subordinated Notes then outstanding (including consents obtained in connection
      with a tender offer or exchange offer for Subordinated Notes), and any existing
      Default or compliance with any provision of the Indenture, the Subordinated
      Notes or any document related thereto may be waived with the consent of the
      Holders of at least a majority in principal amount of the then outstanding
      Subordinated Notes (including consents obtained in connection with a tender
      offer or exchange offer for Subordinated Notes). Without the consent of any
      Holder of a Subordinated Note, the Indenture or the Subordinated Notes may
      be
      amended or supplemented to cure any ambiguity, defect or inconsistency, to
      provide for uncertificated Subordinated Notes in addition to or in place of
      certificated Subordinated Notes; to provide for the assumption of the Company’s
      obligations to Holders of the Subordinated Notes in case of a merger or
      consolidation; to make any change that would provide any additional rights
      or
      benefits to the Holders of the Subordinated Notes or that does not adversely
      affect the legal rights under the Indenture of any such Holder; to add any
      Guarantee with respect to the Subordinated Notes, including any Subsidiary
      Guarantees or to secure the Subordinated Notes or to comply with the
      requirements of the Commission in order to effect or maintain the qualification
      of the Indenture under the TIA. However, without the consent of each Holder
      affected, an amendment or waiver may not (with respect to any Subordinated
      Notes
      held by a non-consenting Holder of Subordinated Notes) reduce the principal
      amount of Subordinated Notes whose Holders must consent to an amendment,
      supplement or waiver; reduce the principal of or change the fixed maturity
      of
      any Subordinated Note or alter the provisions with respect to the redemption
      of
      the Subordinated Notes; reduce the rate of or change the time for payment of
      interest on any Subordinated Note; waive a Default or Event of Default in the
      payment of principal of or premium, if any, or interest on, the Subordinated
      Notes (except a rescission of acceleration of the Subordinated Notes by the
      Holders of at least a majority in aggregate principal amount of the then
      outstanding Subordinated Notes and a waiver of the payment default that resulted
      from such acceleration); make any Subordinated Note payable in money other
      than
      that stated in the Subordinated Notes; make any change in the provisions of
      the
      Indenture relating to waivers of past Defaults or the rights of Holders of
      Subordinated Notes to receive payments of principal of, premium, if any, or
      interest on, any Subordinated Note; waive a redemption payment with respect
      to
      any Subordinated Note (other than a payment required by Section
      3.09
      of the
      Indenture); or change in the foregoing amendment and waiver
      provisions.


    
      
        
        

      

      
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    13. Defaults
      and Remedies.
      Events
      of Default include: (i) default for 30 days in the payment when due of interest
      on the Subordinated Notes; (ii) default in payment when due (whether at
      maturity, upon redemption or repurchase, or otherwise) of principal or premium,
      if any, on the Subordinated Notes; (iii) failure by the Company to comply with
      the provisions described under Section 5.01 of the Indenture; (iv) failure
      by
      the Company or any of its Restricted Subsidiaries for thirty days after notice
      to comply with any of their other covenants in the Indenture or the Subordinated
      Notes; (v) default under any mortgage, pledge, indenture or instrument under
      which there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by the Company or any of its Restricted
      Subsidiaries (or the payment of which is guaranteed by the Company or any of
      its
      Restricted Subsidiaries), whether such Indebtedness or guarantee now exists,
      or
      is created after the Issue Date, which default is caused by a Payment Default,
      provided such default should be in an amount or aggregate amount in excess
      of US
      $1.0 million, except debt being paid off from proceeds of the Subordinated
      Notes
      (a “Payment
      Default”);
      (vi)
      failure by the Company or any of its Restricted Subsidiaries to pay final
      judgments (other than any judgment as to which a reputable insurance Company
      has
      accepted full liability and whose bond, premium or similar charge therefor
      is
      not in excess of US$4.0 million) aggregating in excess of US$4.0 million which
      judgments are not paid, discharged or stayed within 60 days after the date
      on
      which any period of appeal has expired and during which a stay of enforcement
      of
      such judgment shall not be in effect; (vii) if the Company or any Restricted
      Subsidiary shall be dissolved (other than a technical dissolution of a
      Subsidiary which is cured within sixty (60) days of notice thereof) or
      liquidated (or any judgment, order or decree therefor shall be entered); or
      if a
      creditors’ committee shall have been appointed for the business of the Company
      or any Restricted Subsidiary; or if the Company or any Restricted Subsidiary
      shall have made a general assignment for the benefit of creditors or shall
      have
      been adjudicated bankrupt and if not an adjudication based on a filing made
      by
      the Trustee, it shall not have been dismissed within sixty (60) days, or shall
      have filed a voluntary petition in bankruptcy or for reorganization or to effect
      a plan or arrangement with creditors or shall fail to pay its debts generally
      as
      such debts become due in the ordinary course of business (except as contested
      in
      good faith and for which adequate reserves are made in such party’s financial
      statements); or shall file an answer to a creditor’s petition or other petition
      filed against it, admitting the material allegations thereof for an adjudication
      in bankruptcy or for reorganization; or shall have applied for or permitted
      the
      appointment of a receiver or trustee or custodian for any of its property or
      assets; or such receiver, trustee or custodian shall have been appointed for
      any
      of its property or assets (otherwise than upon application or consent of the
      Company or of any Restricted Subsidiary) and shall not have been removed within
      sixty (60) days; or if an order shall be entered approving any petition for
      reorganization of the Company or any Restricted Subsidiary and shall not have
      been reversed or dismissed within sixty (60) days; if the Company, any of the
      Restricted Subsidiaries or any of the creditors of the Company or any of
      Restricted Subsidiary initiates a mandatory Conciliation Proceeding; or if
      the
      Company or any Restricted Subsidiary shall take any action (corporate or other)
      authorizing or in furtherance any of the actions described in the Indenture;
      or
      (viii) any Guarantee of the Subordinated Notes by a Subsidiary Guarantor shall
      be held in a judicial proceeding to be unenforceable or invalid, or any
      Guarantor, or any chief executive officer of a Subsidiary Guarantor shall deny
      or disaffirm its obligations under its Guarantee of any Subordinated Notes.
      


    
      
        
        

      

      
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    If
      any
      Event of Default occurs and is continuing with respect to the Indenture and
      the
      Subordinated Notes, the Trustee or the Holders of at least 25% of the aggregate
      principal amount of the then outstanding Subordinated Notes may declare all
      the
      Subordinated Notes to be due and payable immediately. Upon such declaration,
      the
      principal of, premium, if any, and accrued and unpaid interest on the
      Subordinated Notes shall be due and payable immediately. Notwithstanding the
      foregoing, in the case of an Event of Default arising from certain events of
      bankruptcy or insolvency or in the event the Company fails to make any payment
      when due under clauses (i) and (ii) with respect to the Company or any of its
      Restricted Subsidiaries, the foregoing amount shall be due
      and
      payable without further action or notice. Holders of the Subordinated Notes
      may
      not enforce the Indenture or the Subordinated Notes except as provided in the
      Indenture. Subject to certain limitations, Holders of a majority in principal
      amount of the then outstanding Subordinated Notes may direct the Trustee in
      its
      exercise of any trust or power. The Trustee may withhold from Holders of the
      Subordinated Notes notice of any continuing Default or Event of Default (except
      a Default or Event of Default relating to the payment of principal or interest)
      if it determines that withholding notice is in the best interest of such Holder.
      The Holders of not less than a majority in aggregate principal amount of the
      then outstanding Subordinated Notes, by notice to the Trustee may, on behalf
      of
      the Holders of all of the Subordinated Notes, waive any existing Default or
      Event of Default and its consequences under the Indenture except a continuing
      Default or Event of Default in the payment of principal of, premium, if any,
      or
      interest on the Subordinated Notes. The Company is required to deliver to the
      Trustee annually a statement regarding compliance with the Indenture, and the
      Company is required upon becoming aware of any Default or Event of Default
      to
      deliver to the Trustee a statement specifying such Default or Event of Default
      and what action the Company is taking or proposes to take with respect
      thereto.

     

    14. Trustee
      Dealings with Company.
      The
      Trustee under the Indenture, in its individual or any other capacity, may become
      the owner or pledgee of Subordinated Notes, and may otherwise deal with the
      Company or its Affiliates with the same rights as if it were not Trustee;
      however, in the vent that the Trustee acquires any conflicting interest it
      must
      eliminate such conflict within 90 days, apply to the Commission for
      permission to continue as Trustee or resign.

     

    15. No
      Personal Liabilities of Directors, Officers, Employees and
      Stockholders.
      No
      director, officer, employee, incorporator or stockholder of the Company or
      any
      Guarantor, as such, shall have any liability for any obligations of the Company
      under the Subordinated Notes or the Indenture or for any claim based on, in
      respect of, or by reason of, such obligations or their creation. Each Holder
      of
      the Subordinated Notes by accepting a Subordinated Note waives and releases
      all
      such liability. The waiver and release are part of the consideration for
      issuance of the Subordinated Notes. Such waiver may not be effective to waive
      liabilities under the United States federal securities laws and it is the view
      of the Commission that such waiver is against public policy.

     

    16. Authentication.
      This
      Subordinated Note shall not be valid until authenticated by the manual signature
      of an authorized signatory of the Trustee of the Trustee.


    
      
        
        

      

      
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    17. Abbreviations.
      Customary abbreviations may be used in the name of a Holder of a Subordinated
      Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants
      by the entireties), JT TEN (= joint tenants with right of survivorship and
      not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
      to
      Minors Act).

     

    18. CUSIP
      Numbers.
      The
      Company has caused CUSIP numbers to be printed on the Subordinated Notes and
      has
      directed the Trustee to use CUSIP numbers in notices of redemption or exchange
      as a convenience to Holders of Subordinated Notes. No representation is made
      as
      to the correctness or accuracy of such numbers either as printed on the notice
      or on the Subordinated Notes and reliance may be placed only on the other
      identification numbers printed on the Subordinated Notes and, any redemption
      shall not be affected by any defect in or omission of such numbers.

     

    The
      Company will furnish to any Holder of a Subordinated Note upon written request
      and without charge a copy of the Indenture. Request may be made to:

     

    Bank
      of
      the Ozarks, as Trustee

    12615
      Chenal Parkway

    Little
      Rock, AR 72211

    Attention:
      Trust Department


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

     

    To
      assign
      this Subordinated Note, fill in the form below: (I) or (we) assign and transfer
      this Subordinated Note to

     

    
      	 
	 
	
              (Insert
                assignee’s social security or tax I.D. no.)

            	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	
              (Print
                or type assignee’s name, address and zip code)

            	 


    

    


     

    and
      irrevocably appoint 

    ______________________________________________________
      agent to transfer this Subordinated Note on the books of the Company. The agent
      may substitute another to act for him or her.

     

    
      	 	 
	
               

            	 


    

    


     

    
      	
              Date:

            	
               

            	 	
              Your
                Signature:

            	 
	 	 	 	
              (Sign
                exactly as your name appears on the face of this Subordinated
                Note)

            


    

     

    Signature
      Guaranty.

     

    
      
        
          
          

        

        
          11