Filed by sedaredgar.com - Doral Energy Corp. - Exhibit 10.4






SECURITY AGREEMENT 
(All Assets) 

          THIS
SECURITY AGREEMENT (this “Security Agreement”), is made and entered into
as of July 29, 2008, by DORAL ENERGY CORP., a Nevada corporation
(“Debtor”), whose address is 111 N. Sepulveda Blvd., Suite 250, Manhattan
Beach, California 90266, in favor of MACQUARIE BANK LIMITED, a bank incorporated
under the laws of Australia, as Administrative Agent for the ratable benefit of
Lenders (as defined in the Credit Agreement) (“Secured Party”), whose
address is Level 15, No. 1 Martin Place, Metals and Energy Capital, Sydney, NSW
2000, Australia. 

Background: 

          1.     
On July 29, 2008, Debtor, as Borrower, the other Lenders party thereto from time
to time, and Secured Party, as Administrative Agent for such Lenders and as a
Lender, executed that certain Senior First Lien Secured Loan Credit Agreement
(as amended, modified or supplemented from time to time, the “Credit
Agreement”) pursuant to which, Secured Party agreed to make loans to Debtor
from time to time on the conditions set forth in the Credit Agreement.

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

Agreements: 

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

ARTICLE I 
DEFINITIONS 

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

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

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


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




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

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

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

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

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

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


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

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


          “Permitted
Liens” has the meaning indicated in Section 3.1. 

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

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

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

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

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

ARTICLE II 
SECURITY INTEREST 

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

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

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

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

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

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


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

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

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

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

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

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          (b)      the
performance of all obligations of Debtor under this Security Agreement and the
other agreements giving rise to the Obligations (as defined in the Credit
Agreement).

ARTICLE III 
REPRESENTATIONS AND WARRANTIES 

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

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

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

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

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


          3.5      Name;
Organization; Authority. The exact legal name of Debtor is set forth in the
opening paragraph of this Security Agreement. Debtor is a corporation, duly
organized, validly existing, and in good standing under the laws of the State of
Nevada. Debtor is qualified to do business and in good standing in each other
state in which the nature of its business requires it to 

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be so qualified, except where the failure to so qualify could
not reasonably be expected to cause a Material Adverse Effect. The execution,
delivery and performance of this Security Agreement has been duly authorized by
all corporate action, and this Security Agreement constitutes the valid and
binding obligation of Debtor, enforceable against Debtor in accordance with its
terms, except as the enforceability thereof may be limited or affected by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors rights generally and by general equitable principles.


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

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

ARTICLE IV 
COVENANTS AND AGREEMENTS 

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

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

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respect to the Collateral other than in favor of Secured Party
or as permitted by the Credit Agreement. 

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

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

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

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

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

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

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

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

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

7 




of financing statements or other notices for the purpose of
continuing perfection of Secured Party’s security interest in the Collateral.


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

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

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

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

          4.15     
Insurance. Debtor shall have and maintain, with financially sound and
reputable insurers, insurance (subject to customary deductible and retention)
satisfactory in all respects to Secured Party covering the goods included in the
Collateral against such liabilities, risks and 

8 




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

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

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

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

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ARTICLE V 
RIGHTS, REMEDIES AND DEFAULT 

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

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

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

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

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

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

          (f)      to
extend the time of payment of any or all thereof and to grant waivers and make
any allowance or other adjustment with reference thereto; provided,
however, Secured Party shall be under no obligation or duty to exercise
any of the powers hereby conferred upon it and shall be without liability for
any act or failure to act in connection with the collection of, or the
preservation of any rights under, any Collateral. 

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

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

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

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

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

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


11 




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

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

          5.10      Cumulative
Security. The execution and delivery of this Security Agreement in no manner
shall impair or affect any other security (by endorsement or otherwise) for the
Secured Obligations. No security taken hereafter as security for the Secured
Obligations shall 

12 




impair in any manner or affect this Security Agreement. All
such present and future additional security is to be considered as cumulative
security. 

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

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

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

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

13 




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

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

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

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

ARTICLE VI 
MISCELLANEOUS 

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

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

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

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

          6.5      Severability.
If any provision of this Security Agreement is rendered or declared invalid,
illegal or unenforceable by reason of any existing or subsequently enacted
legislation or by a judicial decision which shall have become final, Debtor and
Secured Party shall promptly 

14 




meet and discuss substitute provisions for those rendered
invalid, illegal or unenforceable, but all of the remaining provisions shall
remain in full force and effect 

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

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

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

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

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

          6.11     
Interest. It is the intention of the parties hereto to comply strictly to
usury laws applicable to the Secured Party. Interest on the Debt is expressly
limited so that in no contingency or event whatsoever, whether by acceleration
of the maturity of the Promissory Note or otherwise, shall the interest taken,
reserved, contracted for, charged or received by the Secured Party exceed the
maximum amount permissible under applicable law. If from any circumstances
whatsoever fulfillment of any provisions of the Credit Agreement, this
Agreement, any of the other Security Documents or of any other document
evidencing, securing or pertaining to the Debt evidenced by the Promissory Note,
at the time performance of such provision shall be due, would be usurious under
applicable law, then, ipso facto, the obligation to be fulfilled shall be
reduced to the limit of such validity so that the aggregate consideration which
constitutes interest that is contracted for, taken, reserved, charged for, or
received shall not exceed the maximum amount allowed by applicable law and such
amount that would otherwise be excessive interest shall be applied to the
reduction of the principal amount owing under the Promissory Note or on account
of any other Debt of the Debtor to the Secured Party, or if principal of the
Promissory Note and such other Debt has been paid in full, refunded to the
Debtor. In determining whether 

15 




or not the interest paid or agreed to be paid for the use,
forbearance, or detention of sums hereunder exceeds the highest lawful rate, the
Debtor and the Secured Party shall, to the maximum extent permitted by
applicable law, (a) characterize any non-principal payment as an expense, fee or
premium rather than as interest, (b) exclude voluntary prepayments and the
effects thereof, (c) amortize, prorate, allocate and spread the total amount of
interest throughout the full term of such Debt so that the actual rate of
interest on account of such Debt does not exceed the highest lawful rate, and/or
(d) allocate interest between portions of such Debt, to the end that no such
portion shall bear interest at a rate greater than that permitted by applicable
law. 

          THIS
SECURITY AGREEMENT, THE CREDIT AGREEMENT, THE PROMISSORY NOTE AND THE SECURITY
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE
MATTERS ADDRESSED HEREIN AND THEREIN 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. 

[SIGNATURES BEGIN ON THE FOLLOWING PAGE]

16 




          IN
WITNESS WHEREOF, the undersigned have caused this instrument to be executed by
its duly authorized undersigned officers effective as of July 29, 2008. 

DEBTOR: 

DORAL ENERGY
CORP., 
a Nevada corporation 

	 	By: 	/s/ Paul Kirkitelos 
	 	  	Paul Kirkitelos 
	 	  	President & CEO



SIGNATURE PAGE TO SECURITY AGREEMENT 




          IN
WITNESS WHEREOF, the undersigned have caused this instrument to be executed by
its duly authorized undersigned officers effective as of July 29, 2008. 

SECURED
PARTY: 

MACQUARIE BANK
LIMITED, 
a bank incorporated under the laws of Australia


	 	By: 	/s/ Andrew Sinclair 
	 	Name: 	Andrew Sinclair 
	 	Title: 	Division Director 
	 	  	  
	 	  	  
	 	By: 	/s/ Thomas Cullinan 
	 	Name: 	Thomas Cullinan 
	 	Title: 	Attorney 


SIGNATURE PAGE TO SECURITY AGREEMENT