EXHIBIT
      10.11

    


    NOTICE
      OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY
      REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT
      THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN
      THE
      PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE
      NUMBER.

    


    SUBORDINATE

    DEED
      OF TRUST (WITH SECURITY AGREEMENT, 

    ASSIGNMENT
      OF RENTS, AND FINANCING STATEMENT)

    


    
      	
              THE
                STATE OF TEXAS

            	
              §

            	 
	 	 	
              KNOW
                ALL MEN BY THESE PRESENTS:

            
	
              COUNTY
                OF ECTOR

            	
              §

            	 


    

    


    THIS
      SUBORDINATE DEED OF TRUST (WITH SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND
      FINANCING STATEMENT) (as
      the
      same may from time to time be extended, renewed or modified, this "Deed
      of
      Trust"),
      made
      as of this 31st day of October, 2007, by FORSTER TOOL & SUPPLY, INC., a
      Nevada corporation, whose address is 2425 Fountainview Drive, Suite 305,
      Houston, Texas 77057 (hereinafter called “Grantor”, whether one or more), to
      ROXANNE CORT, whose address is 2425 Fountainview Drive, Suite 305, Houston,
      Texas 77057 as Trustee, and all substitute trustees hereunder (all of whom
      are
      hereinafter called “Trustee”), for the benefit of BANK OF THE OZARKS
      (hereinafter called "Beneficiary"),
      whose
      address is 12615 Chenal Parkway, Little Rock, Arkansas 72211, Attn: Shelia
      Mayden, Senior Vice President, solely in its capacity as trustee and collateral
      agent under and pursuant to that certain Subordinate Note Indenture dated of
      even date hereof by and between FORSTER DRILLING CORPORATION, a Nevada
      corporation, whose address is 2425 Fountainview Drive, Suite 305, Houston,
      Texas
      77057 (hereinafter called "Obligor")
      and Beneficiary (said Subordinate Note Indenture, together with any supplements
      or amendments thereto and any renewals, extensions, or replacements thereof,
      is
      hereinafter referred to as the "Indenture").

    


    WITNESSETH:

    


    WHEREAS,
      the Indenture requires, among other things, that Grantor shall have executed
      and
      delivered to Beneficiary this Deed of Trust to secure Obligor's
      obligations to Beneficiary and the holders of the notes to be issued under
      the
      Indenture in the collective amount of $1,215,000.00 (individually, a
      "Note",
      and collectively, the "Notes")
      in the
      manner set forth herein; and

    


    WHEREAS,
      Obligor and Beneficiary, together with FIRST SECURITY BANK, have entered into
      an
      Intercreditor Agreement (the "Intercreditor
      Agreement") of even date herewith and all provisions herein are subject to
      such
      Intercreditor Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOW,
      THEREFORE, for and in consideration of the indebtedness described herein, and
      for Ten and No/100 Dollars ($10.00) and other good and valuable consideration,
      the receipt of which is hereby acknowledged and confessed, and for the benefits
      conferred to Grantor directly or indirectly, the undersigned Grantor has
      GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does GRANT,
      BARGAIN, SELL and CONVEY, IN TRUST, unto ROXANNE CORT, as Trustee, all and
      singular the property hereinafter described, situated in the County of Ector
      and
      the State of Texas, to-wit:

    


    Lots
      Four
      (4) through Nine (9), inclusive, Block One (1), Southeast Industrial Sites,
      an
      Addition to the City of Odessa, Ector County, Texas according to the map or
      plat
      thereof of record in Volume 3, Page 109, Plat Records, Ector County,
      Texas;

    


    together
      with (a) all rights, title, interests, estates, reversions and remainders owned
      and to be owned by Grantor in and to the above described premises and in and
      to
      the properties covered hereby and all lands owned or to be owned by Grantor
      next
      or adjacent to any land herein described or herein mentioned; (b) all buildings
      and improvements now or hereafter located on the lands described or mentioned;
      (c) all rights, titles and interests now owned or hereafter acquired by Grantor
      in and to all easements, streets and rights-of-way of every kind and nature
      adjoining the said lands, and all public or private utility connections thereto,
      and all appurtenances, servitudes, rights, ways, privileges and prescriptions
      thereunto; (d) all fixtures that are now owned or hereafter acquired by Grantor
      and now or hereafter affixed to, or located on, the above described real estate
      and used or usable for any present or future operation of any building or
      buildings now or hereafter located on said lands; (e) all permits, licenses,
      franchises, certificates, utility commitments and/or reservations, wastewater
      capacity reservations and other rights and privileges obtained in connection
      with the property described herein; (f) all rights, titles and interests of
      Grantor in and to all timber to be cut, or crops to be harvested, from the
      real
      estate covered hereby and all minerals in, under, and upon, produced and to
      be
      produced from said real estate; and without limitation of the foregoing, any
      and
      all rights, rents, revenues, benefits, leases, contracts, accounts, general
      intangibles, money, instruments, documents, tenements, hereditaments and
      appurtenances now or hereafter owned by Grantor and appertaining to, generated
      from, arising out of or belonging to the above-described properties or any
      part
      thereof (all of the aforesaid being hereinafter sometimes called the “Mortgaged
      Property”).

    


    TO
      HAVE
      AND TO HOLD the Mortgaged Property unto Trustee and Trustee's
      assigns, forever, and Grantor does hereby bind Grantor, its respective heirs,
      legal representatives, successors and assigns, to warrant and forever defend
      the
      Mortgaged Property unto Trustee, Trustee's
      successors and assigns, forever, against the claim or claims of all persons
      whomsoever claiming or to claim the same, or any part thereof.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    This
      conveyance is made in trust, however, to secure and enforce the payment and
      performance of the “Secured Obligations”, as hereinafter defined. "Secured
      Obligations" shall mean, collectively, (a) all liabilities, obligations and
      indebtedness (whether actual or contingent, whether owed jointly or severally,
      whether for the payment of money and, if for the payment of money, whether
      for
      principal, interest, premium, fees, expenses or otherwise) now existing or
      hereafter incurred of Obligor to Beneficiary or the holders of Notes under
      the
      Notes, this Deed of Trust, that certain Subordinated Deed of Trust dated of
      even
      date by and between Obligor, Grantor and Beneficiary, as the same may be
      amended, modified or supplemented from time to time, together with any and
      all
      extensions, renewals, refinancings or refundings thereof in whole or in part,
      (b) all other liabilities, obligations and indebtedness (whether actual or
      contingent, whether owed jointly or severally, whether for the payment of money
      and, if for the payment of money, whether for principal, interest, premium,
      fees, expenses or otherwise) of Obligor, Grantor or any of their subsidiaries
      to
      Beneficiary or the holders of Notes now existing or hereafter incurred, whether
      under other financing arrangements whether related to the Notes, whether
      contemplated by Beneficiary or the holders of Notes or Obligor or Grantor at
      the
      date hereof and whether direct, indirect, matured or contingent, joint or
      several, or otherwise, together with any and all extensions, renewals,
      refinancings or refundings thereof in whole or in part, (c) all costs and
      expenses (including, without limitation, to the extent permitted by law,
      reasonable attorneys'
      fees and
      other legal expenses) incurred by Beneficiary in the enforcement and collection
      of any of the liabilities, obligations or indebtedness referred to in clause
      (a)
      or (b) above, and (d) all payments and advances made by Beneficiary for the
      maintenance, preservation, protection or enforcement of, or realization upon,
      any property or assets now or hereafter made subject to any lien granted
      pursuant to the Indenture or pursuant to any agreement, instrument or note
      relating to any of the Secured Obligations (including, without limitation,
      advances for taxes, insurance, storage, transportation, repairs and the
      like).

     

    This
      Deed
      of Trust shall secure, in addition to the Secured Obligations, all funds
      hereafter advanced by Beneficiary to or for the benefit of Grantor or Obligor,
      as contemplated by any covenant or provision herein contained or for any other
      purpose, whatever kind or character, owing or which may hereafter become owing
      by Grantor or Obligor to Beneficiary, it being contemplated that Grantor or
      Obligor may hereafter become indebted to Beneficiary in further sum or sums
      (all
      of the aforesaid, including all Secured Obligations, being hereinafter sometimes
      called “the Indebtedness”). This Deed of Trust shall also secure all renewals,
      rearrangements, extensions and enlargements of any of the
      Indebtedness.

    


    FOR
      TEN
      DOLLARS ($10.00) AND OTHER GOOD AND VALUABLE CONSIDERATION, the receipt and
      sufficiency of which are hereby acknowledged and confessed, Grantor has GRANTED,
      BARGAINED, SOLD, ASSIGNED and CONVEYED, and by these presents does GRANT,
      BARGAIN, SELL, ASSIGN and CONVEY absolutely unto Beneficiary, any and all rents,
      revenues, income, proceeds, profits, security and other benefits paid or payable
      by parties for the use, lease, license, operation or other enjoyment of the
      Mortgaged Property (herein collectively called “Rents”), subject only to the
      hereinafter described license, TO HAVE AND TO HOLD unto Beneficiary forever,
      and
      Grantor does hereby bind Grantor, its respective heirs, legal representatives,
      successors and assigns to warrant and forever defend the title to the Rents
      unto
      Beneficiary against every person whomsoever lawfully claiming or to claim the
      same, or any part thereof. Grantor represents and warrants that Grantor has
      not
      previously assigned or pledged, and will not hereafter assign or pledge, all
      or
      any portion of the Rents. Beneficiary hereby grants Grantor a limited license
      to
      exercise and enjoy all incidences of ownership of the Rents, including without
      limitation the right to collect, demand, sue for, attach, levy; recover and
      receive the Rents Grantor hereby agrees to receive all Rents and hold the same
      as a trust fund to be applied first to the payment of the Note, second to the
      payment of all taxes, insurance premiums, utility expenses of the Mortgaged
      Property, as same become due, and finally, Grantor may use the balance of the
      Rents collected in any manner not inconsistent with this Deed of Trust. So
      long
      as the license is in effect, Grantor (a) shall comply with its obligations
      under
      all leases of all or portions of the Mortgaged Property, (b) shall maintain
      each
      of such leases in full force and effect during the term thereof, (c) shall,
      upon
      Beneficiary’s request, deliver to each tenant under such leases a notice of this
      assignment of Rents in a form acceptable to Beneficiary, (d) shall deliver
      Beneficiary true and correct copies of such leases, and (e) shall not anticipate
      or collect any Rents more than thirty (30) days in advance of the time when
      the
      same become due under the terms of the leases.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Upon
      the
      occurrence and continuation of an Event of Default, the hereinabove described
      license shall immediately terminate without any action being required of
      Beneficiary, and any and all tenants are hereby authorized by Grantor, upon
      written notice to such tenants by Beneficiary, to make future payments of Rents
      to Beneficiary without further consent of Grantor. Thereafter, Beneficiary
      shall
      have the exclusive right, power and authority to collect the Rents, regardless
      of whether a foreclosure sale of the remainder of the Mortgaged Property has
      occurred under this Deed of Trust, or whether Beneficiary has taken possession
      of the remainder of the Mortgaged Property or attempted to do any of the
      same.

    


    Neither
      the acceptance by Beneficiary of this assignment of Rents, nor the granting
      of
      any other right, power, privilege or authority herein concerning the Rents,
      nor
      the exercise of any of the aforesaid, shall (a) prior to the actual taking
      of
      physical possession and operational control of the Mortgaged Property by
      Beneficiary, be deemed to constitute Beneficiary as a “mortgagee in possession”,
      or (b) at any time thereafter, obligate Beneficiary (i) to appear in or defend
      any action or proceeding relating to the Rents or the remainder of the Mortgaged
      Property, (ii) to take any action hereunder, (iii) to expend any money or incur
      any expenses or perform or discharge any obligation, duty or liability with
      respect to any lease, (iv) to assume any obligation or responsibility for any
      deposits which are not physically delivered to Beneficiary, or (v) for any
      injury or damage to person or property sustained in or about the Mortgaged
      Property.

    


    Upon
      the
      payment in full of the Indebtedness secured by this Deed of Trust, Beneficiary
      agrees to re-assign the Rents to Grantor.

    


    In
      order
      to better secure payment of the Indebtedness, and to secure performance of
      Grantor’ covenants and agreements set forth herein, Grantor does hereby jointly
      and severally covenant and agree with Beneficiary and with Trustee and represent
      and warrant to Beneficiary and Trustee as follows:

     

    
      
        
        

      

      
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    1.
       Title
      of Grantor; Legal Existence; Compliance with Laws.
      Grantor
      represents and warrants that it has good and indefeasible title in fee simple
      to
      the above described land and the improvements thereon, that the Mortgaged
      Property is free from encumbrance superior to the liens and security interests
      hereby created, unless otherwise herein provided, and that Grantor has full
      right and authority to make this conveyance. Grantor agrees to maintain and
      preserve its legal existence and all related rights, franchises and privileges.
      Grantor shall at all times comply with and perform all obligations under any
      applicable laws, statutes, regulations or ordinances relating to the Mortgaged
      Property and Grantor’s use and operation thereof, to the Grantor’s knowledge.
      Grantor will defend, at their own cost and expense, indemnify and hold
      Beneficiary harmless from and against, any action, proceeding, claim, liability
      or damages arising from, in connection with, or in any way affecting or related
      to, the Mortgaged Property or any breach, default or noncompliance with any
      legal requirement (including, without limitation, any applicable laws pertaining
      to health or the environment), and all costs and expenses incurred by
      Beneficiary in protecting its interest hereunder or defending itself in such
      an
      event (including all court costs and attorneys’ fees) shall be borne by
      Grantor.

    


    2.
       Insurance.
      Grantor
      shall keep all buildings and other property covered by this Deed of Trust
      insured against fire and lightning with extended coverage and against such
      other
      risks as Beneficiary may require, all in amounts approved by Beneficiary not
      exceeding 100% of the full insurable value, such insurance to be written in
      form
      and with companies approved by Beneficiary, with loss made payable to
      Beneficiary pursuant to the Texas Standard Mortgagee Clause, without
      contribution, and shall deliver the policies of insurance to Beneficiary
      promptly as issued. Such policies shall provide, by way of riders, endorsements
      or otherwise, that the insurance provided thereby shall not be terminated,
      reduced or otherwise limited regardless of any breach of the representations
      and
      agreements set forth therein, and that no such policy shall be cancelled,
      endorsed or amended to any extent unless the issuer thereof shall have first
      given Beneficiary at least thirty (30) days’ prior written notice. If Grantor
      fails to furnish such policies, Beneficiary, at its option, may procure such
      insurance at Grantor’s expense. All renewal and substitute policies of insurance
      shall be delivered to Beneficiary, premiums paid, at least ten (10) days before
      termination of the insurance protection replaced by such renewal or substituted
      policies. In case of loss, Beneficiary, at its option, shall be entitled to
      receive and retain the proceeds of the insurance policies, applying the same
      toward payment of the Indebtedness as Beneficiary shall see fit, or at
      Beneficiary’s option, Beneficiary may pay the same over wholly or in part to
      Grantor for the repair of said building or buildings or for the erection of
      a
      new building or buildings in their place, or for any other purposes satisfactory
      to Beneficiary, but Beneficiary shall not be obligated to see to the proper
      application of any amount paid over to Grantor. If Beneficiary elects to allow
      payment of all or part of such proceeds to Grantor, such payments shall be
      disbursed on such terms and subject to such conditions as Beneficiary may
      specify. Grantor agrees that regardless of whether any insurance proceeds
      payable to it are sufficient to pay the costs of repair and restoration of
      the
      Mortgaged Property, it shall promptly commence and carry out the repair,
      replacement, restoration and rebuilding of any and all of the Mortgaged Property
      damaged or destroyed by fire or other casualty so as to return same, to the
      extent practicable, to its condition immediately prior to such damage to or
      destruction thereof. Grantor shall not permit or carry on any activities within
      or relating to the Mortgaged Property that are prohibited by the terms of any
      insurance policy covering any part of the Mortgaged Property or which permit
      cancellation of, or any increase in, the premium payable for any insurance
      policy covering any part of the Mortgaged Property. In the event of a
      foreclosure of this Deed of Trust, the purchaser of the Mortgaged Property
      shall
      succeed to all of the rights of Grantor, including any right to unearned
      premiums, in and to all policies of insurance assigned and delivered to
      Beneficiary pursuant to the provisions of this Deed of Trust. Regardless of
      the
      types or amounts of insurance required and approved by Beneficiary, Grantor
      shall assign and deliver to, and do hereby assign to, Beneficiary all policies
      of insurance that insure against any loss or damage to the Mortgaged Property,
      as collateral and further security for the payment of the Indebtedness. Grantor
      shall also obtain and maintain in force and effect such liability and other
      insurance policies and protection as Beneficiary may from time to time
      specify.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    3. Taxes
      and Assessments.
      Grantor
      shall pay all taxes and assessments against the Mortgaged Property, including,
      without limitation, all taxes in lieu of ad valorem taxes, as the same become
      due and payable, unless such failure to pay is the result of a legitimate
      contest of such tax levy or imposition by Grantor, and such contest does not
      impair the security of Beneficiary under this Deed of Trust. Grantor shall
      provide Beneficiary with copies of paid tax receipts or other satisfactory
      evidence showing that all taxes and assessments against the Mortgaged Property
      have been paid in full at least fifteen (15) days prior to the date such taxes
      or other assessments are delinquent. At any time any law shall be enacted
      imposing or authorizing the imposition of any tax upon this Deed of Trust,
      or
      upon any rights, titles, liens, or security interests created hereby, or any
      part thereof, Grantor shall immediately pay all such taxes.

    


    4. Assignment
      of Condemnation Proceeds.
      Immediately upon their obtaining knowledge of the institution or threatened
      institution of any proceeding for the condemnation of the Mortgaged Property
      or
      any portion thereof, Grantor shall notify Beneficiary of such fact. All
      judgments, decrees and awards or payment for injury or damage to the Mortgaged
      Property, and all awards pursuant to proceedings for condemnation thereof,
      including interest thereon, are hereby assigned in their entirety to
      Beneficiary, who shall apply the same first to reimbursement of all costs and
      expenses incurred by Beneficiary in connection with such condemnation proceeding
      and the balance shall be applied to the Indebtedness in such manner as it may
      elect; and Beneficiary is hereby authorized, in the name of Grantor, to execute
      and deliver valid acquittances for, and to appeal from, any such award, judgment
      or decree. If Beneficiary elects to allow a portion of the proceeds of any
      condemnation proceeding to be paid to Grantor for use in rebuilding, restoring
      or repairing the Mortgaged Property, then the disbursement of such proceeds
      shall be on such terms and subject to such conditions as Beneficiary may
      specify. Grantor shall promptly notify Beneficiary of the institution or
      threatened institution of any proceeding for the condemnation of any of the
      Mortgaged Property. Beneficiary shall have the right to participate in any
      such
      condemnation proceeding.

    


    5. Defense
      of Title.
      If,
      while this trust is in force, the title to the Mortgaged Property, or any part
      thereof, shall be endangered or shall be attacked directly or indirectly,
      Grantor hereby authorizes Beneficiary, at Grantor’s expense, to take all
      necessary and proper steps for the defense of said title, including the
      employment of counsel, the prosecution or defense of litigation, and the
      compromise or discharge of claims made against said title.


    
      
        
        

      

      
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    6. Costs
      and Expenses.
      All
      reasonable costs and expenses incurred in performing and complying with
      Grantor’s covenants set forth herein shall be borne solely by Grantor. If
      Grantor shall fail, refuse or neglect to make any payment or perform any act
      required herein, then at any time thereafter, and without notice to or demand
      upon Grantor and without waiving or releasing any other right, remedy or
      recourse Beneficiary may have because of same, Beneficiary may (but shall not
      be
      obligated to) make such payment or perform such act for the account of and
      at
      the expense of Grantor, and shall have the right to rent the Mortgaged Property
      for such purpose and to take all such actions and expend such sums thereon
      and
      with respect to the Mortgaged Property as it may deem necessary or appropriate.
      Grantor shall pay or reimburse Beneficiary against any and all such expenses
      and
      costs. To the extent not prohibited by applicable law, Grantor will pay all
      costs and expenses and reimburse Beneficiary for any and all expenditures of
      every character incurred or expended from time to time, regardless of whether
      or
      not a default shall have occurred hereunder, in connection with Beneficiary’s
      evaluating, monitoring, administering and protecting the Mortgaged Property,
      and
      creating, perfecting and realizing upon Beneficiary’s security interest in and
      liens on the Mortgaged Property, including, without limitation, all appraisal
      fees, consulting fees, filing fees, taxes, brokerage fees and commissions,
      fees
      incident to security interest, lien and other title searches and reports, escrow
      fees, attorneys’ fees, legal expenses, court costs, auctioneer fees and
      expenses, other fees and expenses incurred in connection with the liquidation
      or
      sale of the Mortgaged Property and all other professional fees. Any amount
      to be
      paid hereunder by Grantor to Beneficiary, to the extent not prohibited by
      applicable law, shall be payable upon demand and shall bear interest from the
      date of expenditure until paid at the lesser of (i) the rate of interest
      provided in the Senior Note Indenture for past due installments of principal
      and/or interest, or (ii) the maximum non-usurious rate of interest from time
      to
      time permitted by applicable law (“Highest Lawful Rate”). To the extent that
      Chapter 303 of the Texas Finance Code and/or Articles 1D.002 and 1D.003 of
      the
      Texas Credit Title Code are applicable to the Indebtedness, the “weekly ceiling”
specified in such article is the applicable ceiling; provided that, if any
      applicable law permits greater interest, the law permitting greater interest
      shall apply. Grantor shall indemnify Beneficiary for any expenses incurred
      by
      Beneficiary pursuant to this paragraph, and shall indemnify Beneficiary against
      all losses, expenses, damage, claims and causes of action, incurred or accruing
      by reason of any acts performed by Beneficiary pursuant to the provisions of
      this paragraph. To the extent not prohibited by applicable law, the sum of
      all
      such costs and expenses incurred by Beneficiary pursuant to this paragraph
      and
      not reimbursed by Grantor shall be added to the Indebtedness and thereafter
      shall form a part of the same; and it shall be secured by this Deed of Trust
      and
      by subrogation to all of the rights of the person, corporation or body politic
      receiving such payment.

    


    7. Maintenance
      of Property; No Other Liens or Security Interests.
      Grantor
      shall keep every part of the Mortgaged Property in first-class condition and
      presenting a first-class appearance, make promptly all repairs, renewals and
      replacements necessary to such end, prevent waste to any part of the Mortgaged
      Property, and do promptly all else necessary to such end; and Grantor shall
      discharge all claims for labor performed and material furnished therefor, and
      shall not suffer any lien of mechanics or materialmen therefor to attach to
      any
      part of the Mortgaged Property. Grantor shall guard every part of the Mortgaged
      Property from removal, destruction and damage, and shall not do or suffer to
      be
      done any act whereby the value of any part of the Mortgaged Property may be
      lessened. No building or other property now or hereafter covered by the lien
      of
      this Deed of Trust shall be removed, demolished or materially altered or
      enlarged, nor shall any new building be constructed, without the prior written
      consent of Beneficiary. Grantor shall not initiate, join in, or consent to
      any
      change in any private restrictive covenants, zoning ordinances or other public
      or private restrictions limiting or defining the uses that may be made of the
      Mortgaged Property or any part thereof without the prior written consent of
      Beneficiary. Beneficiary and its agents or representatives shall have access
      to
      the Mortgaged Property at all reasonable times in order to inspect same and
      verify Grantor’s compliance with their duties and obligations under this Deed of
      Trust. Grantor shall not, without the prior written consent of Beneficiary,
      grant, convey or otherwise create or permit to be created, any type of mortgage,
      lien, security interest or other encumbrance on any of the Mortgaged Property,
      regardless of whether the same shall be inferior and subordinate to the liens
      and security interests of Beneficiary in and to the Mortgaged
      Property.


    
      
        
        

      

      
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    8.
       Restrictions
      on Transfer.
      Upon a
      sale or transfer (including a lease for a term of longer than one year), without
      Beneficiary’s prior written consent, of (i) all or any part of the Mortgaged
      Property, or any interest (beneficial or otherwise) therein, or (ii) actual
      or
      beneficial interests in Grantor (if Grantor is not a natural person but is
      a
      corporation, partnership, trust or other legal entity), Beneficiary (pursuant
      to
      Paragraph 10 hereof), at Beneficiary’s option, and without demand, presentment
      for payment, notice of nonpayment, grace, protest, notice of protest, notice
      of
      intent to accelerate the Indebtedness, notice of acceleration of the
      Indebtedness, or any other notice, all of which are expressly waived by Grantor,
      may declare the entire unpaid principal balance and accrued interest on the
      Indebtedness secured hereby immediately due and payable, and Beneficiary may
      invoke any of its remedies hereunder. 

    


    9. Grantor’s
      Successors in Interest.
      In the
      event the ownership of the Mortgaged Property or any part thereof becomes vested
      in a person other than Grantor, Beneficiary may, without notice to Grantor,
      deal
      with such successor or successors in interest with reference to this Deed of
      Trust and to the Indebtedness in the same manner as with Grantor, without in
      any
      way vitiating or discharging Grantor’s liability hereunder or upon the
      Indebtedness or waiving the provisions of Paragraph 8 hereof. No sale of the
      Mortgaged Property and no forbearance on the part of Beneficiary, and no
      extension of the time for the payment of the Indebtedness given by Beneficiary,
      shall operate to release, discharge, modify, change or affect, either in whole
      or in part, any original liability of Grantor, or the liability of the
      guarantors or sureties of Grantor, or of any other party liable for the payment
      of the Indebtedness or any part thereof.

    


    10. Event
      of Default.
      An
      "Event
      of
      Default" shall have the meaning ascribed to it in the Indenture. An Event of
      Default under the Indenture shall constitute an event of default under this
      Deed
      of Trust.

    


    11. Survival
      of Covenants and Liens.
      All of
      the covenants and agreements of Grantor set forth herein shall survive the
      execution and delivery of this Deed of Trust and shall continue in force until
      the Indebtedness is paid in full. Accordingly, if Grantor shall perform
      faithfully each and all of the covenants and agreements herein contained, and
      Obligor and Grantor have paid or otherwise satisfied the Secured Obligations
      and
      the Indebtedness, then, and then only, this conveyance shall become null and
      void and shall be released in due form, upon Grantor's
      written
      request and at Grantor’s expense; otherwise, it shall remain in full force and
      effect. No release of this conveyance or the lien thereof shall be valid unless
      executed by Beneficiary.

     

    
      
        
        

      

      
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    12. Foreclosure
      and Sale.
      If an
      Event of Default occurs and such default continues, Beneficiary may, at
      Beneficiary’s election and by or through Trustee or otherwise, sell or offer for
      sale, in one or more sales, all or any part of the Mortgaged Property, in such
      portions, order and parcels as Beneficiary may determine, with or without having
      first taken possession of same, to the highest bidder for cash (or credit on
      the
      indebtedness if Beneficiary is the highest bidder) at public auction. Such
      sale
      shall be made at the courthouse door of the County wherein the Mortgaged
      Property (or any of that portion thereof to be sold) is located, on the first
      Tuesday of any month between the hours of 10:00 a.m. and 4:00 p.m. after giving
      legally adequate written notice of sale of that portion of the Mortgaged
      Property to be sold, at least twenty-one (21) consecutive days prior to the
      date
      of said sale:

    


    a. by
      posting at the courthouse door of each county in which the Mortgaged Property
      (or the portion thereof to be sold) is located, a written notice designating
      the
      county in

    which
      the
      Mortgaged Property will be sold;

    


    b. by
      filing
      in the office of the county clerk of each county in which the Mortgaged Property
      (or the portion thereof to be sold) is located, a copy of the notice posted
      under

    subparagraph
      (1); and

    


    c. by
      serving written notice of the sale by certified mail on each debtor who,
      according to the records of Beneficiary, is obligated to pay the Indebtedness,
      such service to be complete and effective when the notice is deposited in the
      United States mail, postage prepaid and addressed to the debtor at the debtor’s
      last known address as shown by the records of Beneficiary.

     

    
      
        
        

      

      
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    In
      the
      alternative, such notice and sale may be accomplished in such manner as
      permitted or required by Title 5, 51.002 of the Texas Property Code relating
      to
      the sale of real property under contract lien and/or by Chapter 9 of the Texas
      Business and Commerce Code relating to the sale of collateral after default
      by a
      debtor (as said title and chapter now exist or may be hereafter amended or
      succeeded), or by any other present or subsequent articles or enactments
      relating to same. In instances where the Mortgaged Property is located in states
      other than Texas, such sales shall be made in accordance with the legal
      requirements therefor for such state, including, to the extent there relevant,
      the Uniform Commercial Code there in effect. Nothing contained in this Paragraph
      12 shall be construed to limit in any way Trustee’s rights to sell the Mortgaged
      Property by private sale if, and to the extent that, such private sale is
      permitted under the laws of the state where the Mortgaged Property (or that
      portion thereof to be sold) is located, or by public or private sale after
      entry
      of a judgment by any court of competent jurisdiction ordering same. At any
      such
      sale (i) whether made under the power herein contained, the aforesaid Title
      5,
      51.002 of the Texas Property Code, the Texas Business and Commerce Code, any
      other legal requirement or by virtue of any judicial proceedings or any other
      legal right, remedy or recourse, it shall not be necessary for Trustee to have
      physically present, or to have constructive possession of, the Mortgaged
      Property (Grantor hereby covenanting and agreeing to deliver to Trustee any
      portion of the Mortgaged Property not actually or constructively possessed
      by
      Trustee immediately upon demand by Trustee), and the title to and right of
      possession of any such property shall pass to the purchaser thereof as
      completely as if the same had been actually present and delivered to purchaser
      at such sale, (ii) each instrument of conveyance executed by Trustee shall
      contain a general warranty of title, binding upon Grantor, (iii) each and every
      recital contained in any instrument of conveyance made by Trustee shall
      conclusively establish the truth and accuracy of the matters recited therein,
      including, without limitation, nonpayment of the Note (and/or other portion
      of
      the Indebtedness with respect to which the sale has been conducted),
      advertisement and conduct of such sale in the manner provided herein and
      otherwise by law, and appointment of any successor Trustee hereunder, (iv)
      any
      and all prerequisites to the validity thereof shall be conclusively presumed
      to
      have been performed, (v) the receipt of Trustee or of such other party or
      officer making the sale shall be a sufficient discharge to the purchaser or
      purchasers for his or their purchase money and no such purchaser or purchasers,
      or his or their assigns or personal representatives, shall thereafter be
      obligated to see to the application of such purchase money or be in any way
      answerable for any loss, misapplication or non-application thereof, (vi) to
      the
      fullest extent permitted by law, Grantor shall be completely and irrevocably
      divested of all of their right, title, interest, claim and demand whatsoever,
      either at law or in equity, in and to the property sold, and such sale shall
      be
      a perpetual bar both at law and in equity against Grantor, and against any
      and
      all other persons claiming or to claim the property sold or any part thereof,
      by, through or under Grantor and (vii) to the extent and under such
      circumstances as are permitted by law, Beneficiary may be a purchaser at any
      such sale. The Mortgaged Property may be sold in one or more parcels and in
      such
      manner and order as Trustee, in his sole discretion, may elect, it being
      expressly understood and agreed that the right of sale arising out of any Event
      of Default shall not be exhausted by any one or more sales. The Trustee making
      such sale shall receive the proceeds thereof and shall apply the same as
      follows: (I) he shall pay the reasonable expense of executing this trust,
      including a reasonable commission to himself; (ii) after paying such expenses,
      he shall pay, so far as may be possible, the Indebtedness, discharging first
      the
      portion of the Indebtedness arising under the covenants or agreements herein
      contained; (iii) he shall pay the residue, if any, to Grantor, its respective
      heirs, legal representatives, successors or assigns.


    13. Substitute
      Trustee.
      If the
      herein named Trustee shall die or become disqualified from acting in the
      execution of this trust, or shall fail or refuse to execute the same when
      requested by Beneficiary so to do, or if, for any reason, Beneficiary shall
      prefer to appoint a substitute trustee to act instead of the herein named
      Trustee, Beneficiary shall have full power to appoint, at any time by written
      instrument, a substitute trustee, and, if necessary, several substitute trustees
      in succession, who shall succeed to all the estate, rights, powers and duties
      of
      Trustee named herein, and no notice of such appointment need to be given to
      Grantor or to any other person or filed for record in any public office. Such
      appointment may be executed by any authorized agent of Beneficiary; and if
      Beneficiary be a corporation and such appointment be executed in its behalf
      by
      any officer of such corporation, such appointment shall be conclusively presumed
      to be executed with authority and shall be valid and sufficient without proof
      of
      any action by the board of directors or any superior officer of the corporation.
      Grantor, severally, hereby ratifies and confirms any and all acts that the
      Trustee, or his successor or successors in this trust, shall lawfully do by
      virtue hereof.

     

    
      
        
        

      

      
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    14. Purchaser’s
      Right to Disaffirm.
      The
      purchaser at any trustee’s or foreclosure sale hereunder may disaffirm any
      easement granted, or rental or lease contract made, in violation of any
      provision of this Deed of Trust, and may take immediate possession of the
      Mortgaged Property free from, and despite the terms of, such grant of easement
      and rental or lease contract.

    


    15. Beneficiary
      as Purchaser.
      Beneficiary may bid and being the highest bidder therefor, become the purchaser
      of any and all Mortgaged Property offered for sale at any trustee’s or
      foreclosure sale hereunder and shall have the right to credit the amount of
      the
      bid upon the amount of the Indebtedness owing to Beneficiary, in lieu of cash
      payment.

    


    16. Recovery
      of Unmatured Indebtedness.
      It is
      agreed that if an Event of Default shall occur and such default continues,
      the
      Beneficiary shall have the option to proceed with foreclosure in satisfaction
      of
      such default either through the courts or by directing Trustee or his successors
      in trust to proceed as if under a full foreclosure, conducting the sale as
      herein provided, and without declaring the whole Indebtedness due, and provided
      that if a sale is made because of an Event of Default hereunder, including
      an
      Event of Default, such sale may be made subject to the unmatured part of the
      Indebtedness secured by this Deed of Trust; and it is agreed that such sale,
      if
      so made, shall not in any manner affect the unmatured portion of the
      Indebtedness, but as to such unmatured portion of the Indebtedness, this Deed
      of
      Trust shall remain in full force and effect just as though no sale had been
      made
      under the provisions of this paragraph. It is further agreed that several sales
      may be made hereunder without exhausting the right of sale for any unmatured
      portion of the Indebtedness, it being the intention of the parties hereto to
      provide for a foreclosure and sale of the security for any matured portion
      of
      the Indebtedness without exhausting the power to foreclose and to sell the
      security for any other portion of the Indebtedness whether matured at the time
      or subsequently maturing. It is agreed that an assignee holding any installment
      or part of any installment of the Indebtedness secured hereby shall have the
      same powers as are hereby conferred on the holder of the Indebtedness to proceed
      with foreclosure on a matured installment or installments, and also to request
      Trustee or Trustee's
      successors in trust to sell the Mortgaged Property or any part thereof; but
      if
      an assignee forecloses or causes a sale to be made to satisfy any installment,
      part of an installment, or installments, then the purchaser at such foreclosure
      or sale shall be made subject to all of the terms and provisions hereof with
      respect to the unmatured part of the Indebtedness secured hereby owned by the
      then holder of such Indebtedness.

    


    17. Rights
      of Beneficiary Upon Default.
      In the
      Event of Default, Beneficiary may, at its option, enter upon and take exclusive
      possession of the Mortgaged Property and thereafter manage, use, lease and
      otherwise operate same in such manner and by and through such persons, objects
      or employees as it may deem proper and necessary. Beneficiary shall be likewise
      entitled to possession of all books and records of Grantor that relate to the
      Mortgaged Property. The rights of Beneficiary under this paragraph may be
      enforced through an action for forcible entry and detainer or any other means
      authorized by law. Any and all rents or other issues or profits received by
      Beneficiary shall be accounted for in the manner provided for in the opening
      provisions of this Deed of Trust. Grantor hereby indemnifies and holds
      Beneficiary harmless from and against any and all liability, loss, cost, damage
      or expense which Beneficiary may incur under or by reason of this paragraph
      or
      for any action taken by Beneficiary hereunder.

     

    
      
        
        

      

      
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    18. Election
      to Discontinue Remedy.
      In the
      Beneficiary shall elect to invoke any of the rights or remedies provided for
      herein, but shall thereafter determine to withdraw or discontinue same for
      any
      reason, it shall have the unqualified right to do so, whereupon all parties
      shall be automatically restored and returned to their respective positions
      regarding the Indebtedness and this Deed of Trust as shall have existed prior
      to
      the invocation of Beneficiary’s rights hereunder, and the rights, powers and
      remedies of Beneficiary hereunder shall be and remain in full force and effect.
      

    


    19. Release
      or Renewal of Liens.
      Any
      part of the Mortgaged Property may be released by Beneficiary without affecting
      the lien, security interest and rights hereof against the remainder. The lien,
      security interest and rights hereby granted shall not affect or be affected
      by
      any other security taken for the Indebtedness or any part thereof. The taking
      of
      additional security, or the extension or renewal of the Indebtedness or any
      part
      thereof, shall at no time release or impair the lien, security interest and
      rights granted hereby, or affect the liability of any endorser, guarantor or
      surety, or improve the right of any junior lienholder; and this Deed of Trust,
      as well as any instrument given to secure any renewal or extension of the
      Indebtedness, or any part thereof, shall be and remain a first and prior lien
      and security interest on all of the Mortgaged Property not expressly released,
      until the Indebtedness is completely paid.

    


    20. Waiver
      of Marshalling and Certain Rights.
      To the
      extent that Grantor may lawfully do so, Grantor hereby expressly waives any
      right pertaining to the marshalling of assets, the administration of estates
      of
      decedents, or other matters to defeat, reduce or affect (a) the right of
      Beneficiary to sell all or any part of the Mortgaged Property for the collection
      of the Indebtedness (without any prior or different resort for collection),
      or
      (b) the right of Beneficiary to the payment of the Indebtedness out of the
      proceeds of the sale of all or any part of the Mortgaged Property in preference
      to every other person and claimant.

    


    21. Waivers.
      It is
      expressly agreed that (i) no waiver of any default on the part of Grantor or
      breach of any of the provisions of this Deed of Trust shall be considered a
      waiver of any other or subsequent default or breach, and no delay or omission
      in
      exercising or enforcing the rights and powers herein granted shall be construed
      as a waiver of such rights and powers, and likewise no exercise or enforcement
      of any rights or powers hereunder shall be held to exhaust such rights and
      powers, and every such right and power may be exercised from time to time;
      (ii)
      any failure by Beneficiary to insist upon the strict performance by Grantor
      of
      any of the terms and provisions herein shall not be deemed to be a waiver of
      any
      of the terms and provisions herein, and Beneficiary, notwithstanding any such
      failure, shall have the right thereafter to insist upon the strict performance
      by Grantor of any and all of the terms and provisions of this Deed of Trust;
      (iii) neither Grantor nor any other person now or hereafter obligated for the
      payment of the whole or any part of the Indebtedness shall be relieved of such
      obligations by reason of the failure of Beneficiary or Trustee to comply with
      any request of Grantor, or of any other person so obligated, to take action
      to
      foreclose this Deed of Trust or otherwise enforce any of the provisions of
      this
      Deed of Trust or of any obligations secured by this Deed of Trust, or by reason
      of the release, regardless of consideration, of the whole or any part of the
      security held for the Indebtedness, or by reason of the subordination in whole
      or in part by Beneficiary of the lien, security interest or rights evidenced
      hereby, or by reason of any agreement or stipulation with any subsequent owner
      or owners of the Mortgaged Property extending the time of payment or modifying
      the terms of the Indebtedness or this Deed of Trust without first having
      obtained the consent of Grantor or such other person, and, in the latter event,
      Grantor and all such other persons shall continue to be liable to make such
      payments according to the terms of any such agreement of extension or
      modification unless expressly released and discharged in writing by Beneficiary;
      (iv) regardless of consideration, and without the necessity for any notice
      to or
      consent by the holder of any subordinate lien or security interest on the
      Mortgaged Property, Beneficiary may release the obligation of anyone at any
      time
      liable for any of the Indebtedness or any part of the security held for the
      Indebtedness and may extend the time of payment or otherwise modify the terms
      of
      the Indebtedness and/or this Deed of Trust without, as to the security or the
      remainder thereof, in anywise impairing or affecting the lien or security
      interest of this Deed of Trust or the priority of such lien or security
      interest, as security for the payment of the Indebtedness as it may be so
      extended or modified over any subordinate lien or security interest; (v) the
      holder of any subordinate lien or security interest shall have no right, and
      shall not be granted the right, to terminate any lease affecting the Mortgaged
      Property whether or not such lease be subordinate to this Deed of Trust; and
      (vi) Beneficiary may resort for the payment of the Indebtedness to any security
      therefor held by Beneficiary in such order and manner as Beneficiary may
      elect.


    
      
        
        

      

      
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    22. Terminable
      Tenancy Upon Foreclosure.
      In the
      event of a Trustee’s sale hereunder, and, if at the time of such sale, Grantor,
      or any other party occupies the Mortgaged Property so sold, each and all shall
      immediately become the tenant of the purchaser at such sale, which tenancy
      shall
      be a tenancy from day to day, terminable at the will of either tenant or
      landlord, at a reasonable rental per day based upon the value of the portion
      of
      the Mortgaged Property so occupied, such rental to be due and payable daily
      to
      the purchaser. An action of forcible detainer and/or any other legal proceedings
      shall lie if the tenant holds over after a demand in writing for possession
      of
      said property.

    


    23. Application
      of Payments on Indebtedness.
      In the
      event any portion of the Indebtedness is not, for any reason whatsoever, secured
      by this Deed of Trust on the Mortgaged Property, the full amount of all payments
      made on the Indebtedness shall first be applied to such unsecured portion of
      the
      Indebtedness until the same has been fully paid.

    


    24. Appointment
      of Receiver.
      It is
      agreed that Beneficiary, in any action to foreclose, shall be entitled to the
      appointment of a receiver of the rents and profits of the Mortgaged Property
      as
      a matter of right and without notice, with power to collect the rents, issues
      and profits of the Mortgaged Property due and coming due during the pendency
      of
      such foreclosure suit, without regard to the value of the Mortgaged Property
      or
      the solvency of any person or person liable for the payment of the Indebtedness
      involved in said suit. Grantor, for itself and any subsequent owner or owners,
      hereby waives any and all defenses to the application for a receiver as above
      provided, and hereby specifically consent to such appointment without notice;
      but nothing herein contained is to be construed to deprive Beneficiary of any
      other right, remedy or privilege it may now have under the law to have a
      receiver appointed. The provision for the appointment of a receiver of the
      rents
      and profits is made an express condition upon which the loan evidenced by the
      Note is made.

     

    
      
        
        

      

      
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    25. Subrogation.
      To the
      extent that proceeds of the Indebtedness are used to pay any prior indebtedness
      secured by an outstanding lien, security interest, charge or prior encumbrance
      against the Mortgaged Property, such proceeds have been advanced by Beneficiary
      at Grantor’s request; and Beneficiary shall be subrogated to any and all rights,
      powers, equities, liens and security interests owned or granted by any owner
      or
      holder of such prior indebtedness, irrespective of whether said security
      interests, liens charges or encumbrances are released of record.

    


    26. Hazardous
      Materials.
      With
      respect to “Hazardous Materials or Substances” (defined below) in, on, under or
      about the Mortgaged Property:

    


    a. Grantor
      shall [a] comply with any and all federal, state or local rule or regulation
      pertaining to any substance or material currently identified to be toxic or
      hazardous, including, but not limited to, asbestos, radon, pcb, radioactive
      substance, methane, volatile hydrocarbons, industrial solvents or any other
      material or substance which has in the past or could at any time in the future
      cause or constitute a health, safety or environmental hazard to any person
      or
      property (collectively hereinafter referred to as “Environmental Laws”), [b]
      notify the Beneficiary promptly in the event of any defined spill, discharge,
      uncontrolled loss, seepage or filtration of oil or petroleum or chemical liquids
      or solids, liquid or gaseous products, or hazardous waste (collectively
      hereinafter referred to as a “Spill”) upon the Mortgaged Property, and [c]
      promptly forward to the Beneficiary a copy of any order, notice, permit,
      application or any other communication or report in connection with any such
      Spill or any other matter relating to the Environmental Laws as they may affect
      the Mortgaged Property.

    


    b. Grantor
      shall indemnify the Beneficiary and hold the Beneficiary harmless from and
      against any loss, liability, damage or expense, including attorneys’ fees,
      suffered or incurred by the Beneficiary, whether as assignee pursuant to the
      Assignment of Rents or as successor in interest in any way to the Grantor as
      owner, lessor or lessee of the Mortgaged Property by virtue of foreclosure
      under
      the Security Documents or acceptance of the Mortgaged Property in lieu of
      foreclosure [a] under or on account of the Environmental Laws, including the
      assertion of any lien thereunder; [b] with respect to any Spill or hazardous
      substance affecting the Mortgaged Property, whether or not the same originates
      or emanates from such Mortgaged Property or any contiguous real estate,
      including any loss of value of such Mortgaged Property as a result of a Spill
      or
      hazardous substance; and [c] with respect to any other matter affecting such
      Mortgaged Property within the jurisdiction of any federal, state or municipal
      official administering the Environmental Laws.

     

    
      
        
        

      

      
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    c.
       “Hazardous
      Materials and Substances” shall mean [a] any “hazardous waste” as defined by the
      Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.),
      as amended from time to time, and regulations promulgated thereunder; [b] any
      “hazardous substance” as defined by the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980 “(42 U.S.C. Section 9601 et seq.)
      (“CERCLA”), as amended from time to time, and regulations promulgated
      thereunder; [c] asbestos; [d] polychlorinated biphenyls; [e] underground storage
      tanks, whether empty, filled or partially filled with any substance, [f] any
      substance the presence of which on the Mortgaged Property is prohibited by
      any
      Environmental Laws; and [g] any other substance which by any Environmental
      Laws
      requires special handling or notification of any federal, state or local
      governmental entity in its collection, storage, treatment or
      disposal.


    27. Security
      Agreement.

    


    a. Security
      Interest.
      This
      Deed of Trust shall be a security agreement between Grantor, as the debtor,
      and
      Beneficiary as the secured party, covering the Mortgaged Property constituting
      personal property or fixtures governed by the Texas Uniform Commercial Code
      (the
“Code”), and Grantor grants to Beneficiary a security interest in such portion
      of the Mortgaged Property. In addition to Beneficiary’s other rights hereunder,
      Beneficiary shall have all rights of a secured party under the Code. Grantor
      shall execute and deliver to Beneficiary all financing statements that may
      be
      required by Beneficiary to establish and maintain the validity and priority
      of
      Beneficiary’s security interest, and Grantor shall bear all costs thereof,
      including all state and county UCC record searches reasonably required by
      Beneficiary. If Beneficiary should dispose of any of the Mortgaged Property
      pursuant to the Code, ten (10) days’ written notice by Beneficiary to Grantor
      shall be deemed to be reasonable notice; provided, however, Beneficiary may
      dispose of such property in accordance with the foreclosure procedures of this
      Deed of Trust in lieu of proceeding under the Code. Beneficiary and Grantor
      agree that a carbon, photographic or other reproduction of this Deed of Trust
      is
      sufficient as a financing statement.

    


    b. Notice
      of Changes.
      Grantor
      shall give advance notice in writing to Beneficiary of any proposed change
      in
      Grantor’s name, identity, or structure, and shall execute and deliver to
      Beneficiary, prior to or concurrently with the occurrence of any such change,
      all additional financing statements that Beneficiary may require to establish
      and maintain the validity and priority of Beneficiary’s security interest with
      respect to any of the Mortgaged Property described or referred to
      herein.

    


    c. Fixtures.
      Some of
      the items of the Mortgaged Property described herein are goods that are or
      are
      to become fixtures related to the land described herein, and it is intended
      that, as to those goods, this Deed of Trust shall be effective as a financing
      statement filed as a fixture filing from the date of its filing for record
      in
      the real estate records of the county in which the Mortgaged Property is
      situated. Information concerning the security interest created by this Deed
      of
      Trust may be obtained from Beneficiary, as secured party, at the address of
      Beneficiary stated above. The mailing address of the Grantor, as debtor, is
      as
      stated above.

    


    28. Beneficiary’s
      Consent.
      In any
      instance hereunder where Beneficiary’s prior approval or consent is required to
      be obtained by Grantor, or Beneficiary’s judgment is required to be exercised as
      to any matter, the granting or denial of such approval or consent and the
      exercise of such judgment shall be within the sole discretion of Beneficiary,
      and Beneficiary shall not, for any reason and to any extent, be required to
      grant such approval or consent or exercise such judgment in any particular
      manner regardless of the reasonableness of either the request or Beneficiary’s
      judgment. 

     

    
      
        
        

      

      
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    29. Notices.
      All
      notices, requests, demands, waivers and other communications shall be deemed
      to
      have been received (a) if by personal delivery on the date after such delivery,
      (b) if by certified mail, on the seventh business day after the mailing thereof,
      except as otherwise set forth in Paragraph 12 above when notice is effective
      upon deposit in the United States mail (c) if by next-day or overnight mail
      or
      delivery, on the day delivered, (d) if by telecopy or telegram, on the next
      day
      following the day on which such telecopy or telegram was sent provided that
      a
      copy is also sent by certified or registered mail. Notice given in any other
      manner shall be effective only if and when received at the address of the
      addressee. For purposes of notice, the addresses of the parties shall be as
      set
      forth in the opening recitals hereinabove; provided, however, that either party
      shall have the right to change its address for notice hereunder to any other
      location within the United States by the giving of thirty (30) days’ notice to
      the other party in the manner set forth hereinabove.

    


    30. Further
      Documentation.
      Grantor
      agrees that Grantor shall execute and deliver such other and further documents
      and do and perform such other acts as may be reasonably necessary and proper
      to
      carry out the intention of the parties as herein expressed and to effect the
      purposes of this Deed of Trust and the loan transaction referred to herein.
      Without limitation of the foregoing, Grantor agrees to execute and deliver
      such
      documents as may be necessary to cause the liens and security interests granted
      hereby to cover and apply to any property placed in, on or about the Mortgaged
      Property in addition to, or as replacement or substitute for any of the
      Mortgaged Property.

    


    31. Binding
      on Successors.
      The
      covenants herein contained shall inure to the benefit of Beneficiary and
      Trustee, their heirs, legal representatives, successors and assigns, and shall
      be binding upon the respective heirs, legal representatives, successors and
      assigns of Grantor, but nothing in this paragraph shall constitute an
      authorization for Grantor to sell or in any way dispose of the Mortgaged
      Property or any part thereof if otherwise prohibited by any of the terms
      hereof.

    


    32. Definitions.
      Wherever used in this Deed of Trust, unless the context clearly indicates a
      contrary intent or unless otherwise specifically provided herein, the words
      “Deed of Trust” shall mean “this Deed of Trust, Security Agreement and
      Assignment of Rents and any supplement or supplements hereto”); the word
“Grantor” shall mean “Grantor, its respective heirs, legal representatives,
      successors and assigns, and/or any subsequent owner or owners of the Mortgaged
      Property”; the word “Beneficiary” shall mean “Beneficiary or any subsequent
      lawful holder or holders of the Notes described in the Indenture or other
      Indebtedness secured hereby”; the word “Notes” shall also mean any renewals,
      extensions, rearrangements and enlargements thereof”; the word “person” shall
      mean “an individual, corporation, trust, partnership or unincorporated
      association”; and the pronouns of any gender shall include the other genders,
      and either the singular or plural shall include the other.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    33. Oral
      Waiver.
      THIS
      WRITTEN DEED OF TRUST AND OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
      BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
      CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
      UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

    


    34. Incorporation
      by Reference.
      The
      terms and conditions of the Indenture are hereby incorporated by reference
      into
      this Deed of Trust. If a conflict exists between the terms and conditions of
      the
      Indenture and the terms and conditions of this Deed of Trust, the terms and
      conditions of the Indenture shall control.

    


    35. Subordinate
      Deed of Trust.
      This
      Subordinate Deed of Trust (With Security Agreement, Assignment of Rents, and
      Financing Statement) securing the Notes to be issued under and pursuant to
      the
      Subordinate Note Indenture is second, subordinate and inferior to the Senior
      Deed of Trust (With Security Agreement, Assignment of Rents, and Financing
      Statement) securing the Notes to be issued under that certain Senior Note
      Indenture dated of even date hereof by and between FORSTER DRILLING CORPORATION,
      a Nevada corporation, and FIRST SECURITY BANK in its capacity as trustee and
      collateral agent. 

    


    


    EXECUTED
      this the 2nd
      day of
      January, 2008.

    


    


    
      	 	FORSTER
              TOOL & SUPPLY, INC., a Nevada corporation
	 	 
	 	 
	
               

            	
              By: 

            	
                          /s/
                Fred Forster III

            
	
               

            	
              Name:

            	
                         
                Fred Forster III

            
	
               

            	
              Title: 

            	
                         
                President

            


    

    


    


    EXECUTED
      this the 2nd
      day of
      January, 2008 by the named Obligor to evidenced its acknowledgment and consent
      to the above Deed of Trust.

    


    


    
      	 	FORSTER
              DRILLING CORPORATION, a Nevada
              corporation
	 	 	 
	 	 	 
	
               

            	
              By: 

            	
                        /s/
                Fred Forster III

            
	
               

            	
              Name: 

            	
                        Fred
                Forster III

            
	
               

            	
              Title: 

            	
                        President

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    ACKNOWLEDGMENT

    


    STATE
      OF
      TEXAS                   §
      

    


    COUNTY
      OF
      ________                
 §
      

    


    This
      instrument was acknowledged before me on the ____ day of _____________, 2008,
      by
      ______________, __________________ of FORSTER TOOL & SUPPLY, INC., a Nevada
      corporation.

    


    ____________________________________

    Notary
      Public in and for the State of Texas

    


    ACKNOWLEDGMENT

    


    STATE
      OF
      TEXAS                   §

    


    COUNTY
      OF
      ________               
§

    


    This
      instrument was acknowledged before me on the ____ day of _____________, 2008,
      by
      ______________, __________________ of FORSTER DRILLING CORPORATION, a Nevada
      corporation.

    


    


    ____________________________________

    Notary
      Public in and for the State of Texas


    
      
        
        

      

      
        18