TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  	 
      	 
      	
                          Page

                        
	
                          PARTIES

                        	
                          4

                        
	
                          RECITALS

                        	
                          4

                        
	
                          GRANTING
      CLAUSES

                        	
                          4

                        
	 
      	 
      	 
      
	
                          ARTICLE
      I

                        
	
                          SECTION
      101.

                        	
                          Definitions

                        	
                          5

                        
	 
      	 
      	 
      
	
                          ARTICLE
      II

                        
	
                          THE
      3 YEAR NOTES

                        
	
                          SECTION
      201.

                        	
                          Authorized
      Amount of 3 Year Notes

                        	
                          6

                        
	
                          SECTION
      202.

                        	
                          Issuance
      of 3 Year Notes

                        	
                          6

                        
	
                          SECTION
      203.

                        	
                          Execution,
      Validity and Security

                        	
                          6

                        
	
                          SECTION
      204.

                        	
                          Pledge
      of First Receipts

                        	
                          6

                        
	
                          SECTION
      205.

                        	
                          Authentication

                        	
                          6

                        
	
                          SECTION
      206.

                        	
                          Book
      Entry Form

                        	
                          6

                        
	
                          SECTION
      207.

                        	
                          Delivery
      of 3 Year Notes

                        	
                          6

                        
	
                          SECTION
      208.

                        	
                          Mutilated,
      Lost, Stolen or Destroyed 3 Year Notes

                        	
                          6

                        
	
                          SECTION
      209.

                        	
                          Registration
      and Exchange of 3 Year Notes; Person Treated as Owners

                        	
                          7

                        
	
                          SECTION
      210.

                        	
                          Destruction
      of 3 Year Notes

                        	
                          7

                        
	
                          SECTION
      211.

                        	
                          Additional
      Parity 3 Year Notes/Additional Indebtedness

                        	
                          7

                        
	 
      	 
      	 
      
	
                          ARTICLE
      III

                        
	
                          REDEMPTION
      OF 3 YEAR NOTES

                        
	
                          SECTION
      301.

                        	
                          Optional
      Redemption of 3 Year Notes

                        	
                          7

                        
	
                          SECTION
      302.

                        	
                          Cancellation
      by Trustee

                        	
                          7

                        
	 
      	 
      	 
      
	
                          ARTICLE
      IV

                        
	
                          PROCEEDS
      ACCOUNT

                        
	
                          SECTION
      401.

                        	
                          Establishment
      of Proceeds Account

                        	
                          7

                        
	
                          SECTION
      402.

                        	
                          Disbursement
      of Proceeds

                        	
                          7

                        
	
                          SECTION
      403.

                        	
                          Advances

                        	
                          8

                        
	
                          SECTION
      404.

                        	
                          Excess
      Amounts

                        	
                          8

                        
	
                          SECTION
      405.

                        	
                          Joint
      Checks

                        	
                          8

                        
	
                          SECTION
      406.

                        	
                          Subrogation

                        	
                          8

                        
	 
      	 
      	 
      
	
                          ARTICLE
      V

                        
	
                          INTEREST
      RESERVE ACCOUNT

                        
	
                          SECTION
      501.

                        	
                          Establishment
      of Interest Reserve Account

                        	
                          8

                        
	
                          SECTION
      502.

                        	
                          Disbursement
      of Interest Reserve Account

                        	
                          8

                        
	
                          SECTION
      503.

                        	
                          Interest
      Payments

                        	
                          8

                        


                

              

            

          

        

      

    


    
      
         


      

      
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                    ARTICLE
      VI

                  
	
                    INVESTMENTS

                  
	
                    SECTION
      601.

                  	
                    Investment
      of 3 Year Note Proceeds and Interest Reserve Account

                  	
                    8

                  
	
                    SECTION
      602.

                  	
                    Eligible
      Securities

                  	
                    8

                  
	
                    SECTION
      603.

                  	
                    Moneys
      to be Held by Trustee

                  	
                    9

                  
	
                    SECTION
      604.

                  	
                    Nonpresentment
      of 3 Year Notes

                  	
                    9

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VII

                  
	
                    GENERAL
      COVENANTS AND PROVISIONS

                  
	
                    SECTION
      701.

                  	
                    Payment
      of 3 Year Notes

                  	
                    9

                  
	
                    SECTION
      702.

                  	
                    Compliance
      with Agreements; Representations

                  	
                    9

                  
	
                    SECTION
      703.

                  	
                    Financial
      Statements

                  	
                    10

                  
	
                    SECTION
      704.

                  	
                    Rights
      under Indenture

                  	
                    10

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VIII

                  
	
                    DISCHARGE
      OF INDENTURE

                  
	
                    SECTION
      801.

                  	
                    Discharge

                  	
                    10

                  
	 
      	 
      	 
      
	
                    ARTICLE
      IX

                  
	
                    DEFAULT
      PROVISIONS AND REMEDIES OF TRUSTEE AND 3 YEAR NOTE
  HOLDERS

                  
	
                    SECTION
      901.

                  	
                    Events
      of Default

                  	
                    11

                  
	
                    SECTION
      902.

                  	
                    Other
      Remedies

                  	
                    11

                  
	
                    SECTION
      903.

                  	
                    Right
      of 3 Year Note holders to Direct Proceedings

                  	
                    11

                  
	
                    SECTION
      904.

                  	
                    Remedies
      Vested in Trustee

                  	
                    11

                  
	
                    SECTION
      905.

                  	
                    Rights
      and Remedies of 3 Year Note holders

                  	
                    11

                  
	
                    SECTION
      906.

                  	
                    Termination
      of Proceedings

                  	
                    12

                  
	
                    SECTION
      907.

                  	
                    Waivers
      of Events of Default

                  	
                    12

                  
	
                    SECTION
      908

                  	
                    Notice
      of Event of Default to Governing Body

                  	
                    12

                  
	 
      	 
      	 
      
	
                    ARTICLE
      X

                  
	
                    THE
      TRUSTEE

                  
	
                    SECTION
      1001.

                  	
                    Acceptance
      of Responsibilities

                  	
                    12

                  
	
                    SECTION
      1002.

                  	
                    No
      Duties to Notice Default

                  	
                    13

                  
	
                    SECTION
      1003.

                  	
                    Appointment
      of Servicing Agent

                  	
                    13

                  
	
                    SECTION
      1004.

                  	
                    Resignation
      of Trustee

                  	
                    14

                  
	
                    SECTION
      1005.

                  	
                    Removal
      of Trustee

                  	
                    14

                  
	
                    SECTION
      1006.

                  	
                    Appointment
      of Successor Trustee

                  	
                    14

                  
	
                    SECTION
      1007.

                  	
                    Qualifications
      of Successor Trustee

                  	
                    14

                  
	
                    SECTION
      1008.

                  	
                    Court
      Appointment of Successor Trustee

                  	
                    14

                  
	
                    SECTION
      1009.

                  	
                    Acceptance
      and Transfer of Responsibilities

                  	
                    14

                  
	
                    SECTION
      1010.

                  	
                    Successor
      Trustee by Merger, Etc.

                  	
                    14

                  
	
                    SECTION
      1011.

                  	
                    Compensation
      and Expenses

                  	
                    14

                  
	
                    SECTION
      1012.

                  	
                    Retention
      of Documents and Records.

                  	
                    14

                  
	 
      	 
      	 
      
	
                    ARTICLE
      XI

                  
	
                    AMENDMENTS,
      SUPPLEMENTS AND WAIVERS

                  
	
                    SECTION
      1101.

                  	
                    Amendments
      and Supplements without Consent of 3 Year Note holders

                  	
                    15

                  
	
                    SECTION
      1102.

                  	
                    Amendments
      and Supplements with Consent of 3 Year Note holders

                  	
                    15

                  
	 
      	 
      	 
      
	
                    ARTICLE
      XII

                  
	
                    MISCELLANEOUS

                  
	
                    SECTION
      1201.

                  	
                    Beneficiaries

                  	
                    15

                  
	
                    SECTION
      1202.

                  	
                    Severability

                  	
                    15

                  
	
                    SECTION
      1203.

                  	
                    Notices

                  	
                    15

                  


          

        

      

    

     

    
      
         


      

      
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                    SECTION
      1204.

                  	
                    Counterparts

                  	
                    15

                  
	
                    SECTION
      1205.

                  	
                    Governing
      Law

                  	
                    15

                  
	
                    SECTION
      1206.

                  	
                    Payments
      due on Saturdays, Sundays and Holidays

                  	
                    15

                  
	
                    SECTION
      1207.

                  	
                    Future
      Holders Bound

                  	
                    16

                  
	
                    SECTION
      1208.

                  	
                    The
      Dealer

                  	
                    16

                  
	
                    SECTION
      1209.

                  	
                    Current
      Financial Information

                  	
                    16

                  
	
                    SECTION
      1210.

                  	
                    Funds
      Not Assignable

                  	
                    16

                  
	
                    SECTION
      1211.

                  	
                    Paying
      Agent.

                  	
                    16

                  
	
                    SECTION
      1212.

                  	
                    Registrar.

                  	
                    16

                  
	
                    SECTION
      1213.

                  	
                    Assumption
      of Debt.

                  	
                    16

                  
	 
      	 
      	 
      
	 
      	
                    TESTIMONIUM,
      SIGNATURES AND SEALS

                  	
                    17

                  
	 
      	
                    ACKNOWLEDGMENTS

                  	
                    18

                  


          

        

      

    

     

    
      
         


      

      
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    SOUTHFIELD
ENERGY CORPORATION

     

    1240
Blalock Road, Suite 150, Houston, TX 77055

    


    TRUST
INDENTURE

    


    THIS INDENTURE made and entered into
by and between the undersigned duly authorized representatives of Southfield
Energy Corporation (the "Issuer") and JESSE BLANCO, an attorney licensed in the
State of Texas serving as trustee (the "Trustee") for the Issuer and the holders
of 3 Year Notes issued by Southfield Energy Corporation, P.O. Box 680875, San
Antonio, TX 78268.

    


    WITNESSETH:

    


    WHEREAS, at a meeting duly held in
accordance with the Articles of Incorporation, By-Laws, and other controlling
documents, the governing body of the Issuer authorized the issuance of the 10%
notes with a three year maturity ("3 Year Notes") pursuant to the Prospectus and
Subscription Agreement originally filed with the Securities and Exchange
Commission; and

    


    WHEREAS, the execution and delivery
of this Trust Indenture (the "Indenture") and the issuance of said 3 Year Notes
under this Indenture have been in all respects duly and validly authorized by
resolution adopted by the Issuer; and

    


    WHEREAS, the Issuer desires to
authorize the issuance of the 3 Year Notes, to make the payment of the principal
and the interest thereof, and to assure the performance and observance of the
covenants and conditions herein contained; and

    


    WHEREAS, all things necessary to
make the 3 Year Notes, when executed and delivered by the Issuer and
authenticated by the Trustee and issued as in this Indenture provided, the
valid, binding and legal obligations of the Issuer according to the implications
thereof, and to constitute this Indenture a valid assignment and pledge of the
amounts pledged to the payment of the principal of and interest on the 3 Year
Notes as herein, and the creation, execution and delivery of this Indenture, and
the creation, execution and delivery of the 3 Year Notes, subject to the terms
hereof, have in all respects been duly authorized;

    


    NOW,
THEREFORE, IT IS HEREBY AGREED:

    


    That the Issuer, in consideration of
the premises, of the acceptance by the Trustee of the mutual covenants herein
contained, of the purchase and acceptance of the 3 Year Notes by the registered
owners thereof, and for other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and in order to secure the payment
of the principal and interest on the 3 Year Notes, according to their tenor and
effect, until fully paid and discharged, and the performance and observance by
the Issuer of all the covenants and conditions herein and therein contained, has
executed and delivered this Indenture and has agreed to and does hereby pledge,
transfer and assign, unto the Trustee, and to its successors in trust and its
assigns forever, for the securing of the performance of the obligations of the
Issuer hereinafter set forth:

    


    (a)  All moneys and
securities from time to time held by the Trustee under the terms of this
Indenture, and any and all other real or personal property of every type and
nature from time to time hereafter by delivery or by writing of any kind
conveyed, mortgaged, pledged, assigned or transferred, as and for additional
security hereunder by the Issuer or by anyone on its behalf, or with its written
consent, to the Trustee which is hereby authorized to receive any and all such
property at any and all times and to hold and apply the same subject to the
terms hereof;

    


    TO HAVE AND TO HOLD the same unto
the Trustee and its successors forever;

    


    NEVERTHELESS, upon the terms herein
set forth for the benefit and security of those who shall hold or own the 3 Year
Notes issued hereunder, or any of them, without preference of any of the 3 Year
Notes over any other 3 Year Note or 3 Year Notes by reason of priority in the
time of the issue or negotiation thereof or by reason of the date of maturity
thereof, or for any other reason whatsoever, except as otherwise provided
herein.

    


    IT IS HEREBY COVENANTED, declared
and agreed by and between the parties hereto that all the 3 Year Notes are to be
issued, authenticated and delivered, and that the foregoing rights, properties,
and amounts which have been pledged to the Trustee are to be held and applied,
upon and subject to the further covenants, conditions, uses and trust
hereinafter set forth; and the Issuer, for itself and its successors, does
hereby covenant and agree to and with the Trustee and its successors for the
benefit of those who shall hold all of the 3 Year Notes, or any of them, as
follows:



    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    ARTICLE
I

    DEFINITIONS

    


    SECTION 101.  Definitions. In addition to
the terms elsewhere defined in this Indenture, the following words and phrases
shall have the following meanings unless the context clearly otherwise
requires:

    


    "3 Year Note" or "3 Year Notes" shall mean any 3
Year Note or all of the 3 Year Notes, as the case may be authorized by the
Issuer, authenticated by the Trustee and delivered under this
Indenture.

    


    "3 Year Note holder" or "holder of the 3 Year Notes" or
"holder" shall mean the
registered owner of any 3 Year Note.

    


    "Proceeds Account" shall mean
the fund created under Section 401 hereof.

    


    "Dealer" or "Placement Agent"
shall mean a registered Broker-Dealer, its successors or assigns contracted with
Issuer to assist in the offer and sale of the 3 Year Notes.

    


    "Default" and "event of default" shall mean
any occurrence or event specified in and defined as such by Section 901
hereof.


    


    "Government Obligations" shall
mean (a) direct obligations of the United States of America for the payment of
which the full faith and credit of the United States of America is pledged or
(b) obligations issued by a person controlled or supervised by and acting as an
instrumentality of the United States of America, or (c) money market funds
principally investing in the foregoing.

    


    "Interest Reserve Account"
shall mean the fund created under Section 501 hereof.

    


    "Issuer" shall mean the
corporation or named on the signature page of this Indenture, acting through and
by its duly authorized representatives.

    


    "Outstanding" when used in
reference to 3 Year Notes, shall mean, at any date as of which the amount of
outstanding 3 Year Notes is to be determined, the aggregate of all 3 Year Notes
authorized, issued, authenticated and delivered under this Indenture,
except:

    


    (a)  3 Year Notes
cancelled by the Trustee, or delivered to Trustee for cancellation or redemption
pursuant to this Indenture;

    


    (b)  3 Year Notes deemed
to have been paid as provided in Article VIII hereof; and

    


    (c)  3 Year Notes in lieu
of which others have been authenticated under Section 207 hereof.

    


    "Paying Agent" shall mean the
Trustee or the person or firm which shall receive and record all 3 Year Note
proceeds and sinking fund payments, distribute such payments to the proper
recipients, and prepare and file reports to the various regulatory
agencies.

    


    "Person" shall mean an
individual, a corporation, a limited liability company, a partnership, an
association, an organization, a government or political subdivision of a
government, or other legal entity.

    


    "Prospectus" shall mean the
delivered information prepared by Issuer describing the transaction pursuant to
which the 3 Year Notes are issued.

    


    “Subscription Agreement” shall
mean that certain agreement entered into by the Issuer and an investor pursuant
to which the investor subscribes for the purchase of 3 Year
Notes.  The form of the Subscription Agreement is filed as an exhibit
to the Issuer’s registration statement on Form S-1.


    
      
         


      

      
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    ARTICLE
II

    THE
3 YEAR NOTES

    


    SECTION 201.  Authorized
Amount of 3 Year Notes.  No 3 Year Notes may be issued under
the provisions of this Indenture except in accordance with this
Article.  The initial 3 Year Notes to be issued are $10,000,000 as
described in the Prospectus which is incorporated herein by
reference.

    


    SECTION 202.  Issuance of 3
Year Notes.  The 3 Year Notes shall be designated general,
unsecured obligations of the Issuer and will rank junior and be subordinate in
right of payment to all future debt.  Each 3 Year Note shall be dated
on the date of acceptance and shall be issued in fully registered form only in
the denominations of $1,000 or any integral multiples thereof.

    


    The 3 Year Notes shall mature three
years from the date of acceptance and in the principal amounts subscribed for
and, shall bear interest at the rate of ten percent (10%) per
annum.  Interest shall be payable quarterly with simple interest
accruing on a 365 day basis.

    


    To the extent funds are available in
Issuer’s 3 Year Note Interest Reserve account, Trustee shall pay the principal
and interest on the 3 Year Notes according to the maturity schedule of the 3
Year Notes.  Principal of and interest on the 3 Year Notes is payable
at the principal office of the Trustee, or its successor in trust, in lawful
money of the United States of America; provided, however, payment of the
interest thereof shall be made to the registered owners of the 3 Year Notes and
shall be paid by check or draft mailed to such registered owners at the address
as it appears on the 3 Year Note Register of the Trustee or at such other
address as is furnished in writing by each registered owner to the Trustee as
Registrar.

    


    SECTION 203.  Execution and
Issuance.  Subscription Agreements accepted by the Issuer shall
be executed on behalf of the Issuer with the handwritten signature of an officer
of the Issuer and shall be valid therefrom. The Issuer has the right to reject
any Subscription Agreement for any or no reason as specified in the
Prospectus.

    


    SECTION 204.  Pledge of
Portion of Proceeds.  To secure payment of a portion of the
amounts due hereunder, Issuer hereby irrevocably assigns, sets over, and pledges
five percent (5%) of the gross proceeds of the Offering received by Issuer into
a Interest Reserve Account as may be necessary to pay such a portion of such
obligations.  So long as Issuer has promptly and properly made each
Interest Reserve Account payment, Issuer shall be entitled to handle and
disburse its revenues. In the event that Issuer fails to make when due any
Interest Reserve Account payment, the Trustee, after written notice, may collect
and apply such proceeds to make up any deficiency in the Interest Reserve
Account. No court proceedings shall ever be necessary to enforce this
pledge.

    


    SECTION
205.  Authentication.  All 3 Year Notes shall have
endorsed thereon a certificate of authentication duly executed by the Trustee.
No 3 Year Note shall be valid or entitled to any security or benefit under this
Indenture unless such certificate or authentication has been duly executed by
manual or facsimile signature of a duly authorized officer of the Trustee, which
shall be conclusive evidence that such 3 Year Note has been authorized, issued,
authenticated and delivered under this Indenture, but it shall not be necessary
that the same officer sign the certificate of authentication on all of the 3
Year Notes.

    


    SECTION 206.  Book Entry
Form.  Notwithstanding anything herein to the contrary, each of
the 3 Year Notes issued hereunder, with the consent of the Issuer, will be
issued in book entry form as an uncertificated security in accordance with the
provisions of Article 8 of the UCC as adopted, and amended from time to time in
the State of Texas.  In such event, Issuer does hereby authorize and
appoint Trustee to do any act and to execute any statement for and on behalf of
Issuer as required by said Article 8.

    


    SECTION 207.  Delivery of 3
Year Notes.  The Trustee shall authenticate and deliver the 3
Year Notes in the aggregate principal amount as described in Section 202 and
deliver them upon the receipt by the Trustee of the following:

    


    (a)  a certified copy of
the resolution of the governing body of the Issuer authorizing the issuance of
the 3 Year Notes and this Indenture;

    


    (b)  an original executed
Prospectus, Subscription Agreement and Indenture;

    


    (c)  the Opinion of
Counsel to the effect that the 3 Year Notes and the Indenture are legal and
binding obligations of the Issuer, and covering such other matters as may be
required by the Trustee; and

    


    (d)  such other documents
and items as the Trustee may require.

    


    SECTION 208.  Mutilated,
Lost, Stolen or Destroyed 3 Year Notes.  In the event any 3
Year Note is mutilated, lost, stolen or destroyed, Trustee may authenticate a
new 3 Year Note of like date, maturity and denomination as that mutilated, lost,
stolen or destroyed 3 Year Note provided that, in the case of any mutilated 3
Year Note, such mutilated 3 Year Note shall first be surrendered to the Trustee,
and, in the case of any lost, stolen or destroyed 3 Year Note, there shall be
first furnished to the Trustee evidence of such loss, theft or destruction
satisfactory to the Trustee together with any indemnity satisfactory to it.
Further, in the case of a past due or matured 3 Year Note that is lost, stolen
or destroyed, the Trustee shall pay the face amount of such past due or matured
3 Year Note upon delivery to the Trustee of evidence of such loss, theft or
destruction satisfactory to the Trustee together with any indemnity satisfactory
to it. The Trustee may charge the holder or owner of such 3 Year Note its
reasonable fees and expenses in this connection and a surety 3 Year Note as may
be required by Trustee.


    
      
         


      

      
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    SECTION 209.  Registration
and Exchange of 3 Year Notes; Person Treated as Owners.  Books
for the registration and for the transfer of the 3 Year Notes as provided in
this Indenture shall be kept by the Trustee which is hereby constituted and
appointed the 3 Year Note registrar (“Registrar”) of the Issuer. Upon surrender
for transfer of any 3 Year Note at such office, Trustee shall authenticate and
deliver in the name of the transferee or transferees a new 3 Year Note or 3 Year
Notes of authorized denomination of the same maturity for the aggregate
principal amount which the registered owner is entitled to receive. All 3 Year
Notes delivered in exchange shall be so dated that neither gain nor loss in
interest shall result from the transfer, exchange, redemption or payment and (if
so required by the Trustee) shall be accompanied by a written instrument or
instruments of transfer, or authorization for exchange, in form with guaranty of
signature satisfactory to Trustee, duly executed by the registered holder or by
his duly authorized representative. A transfer charge shall be made for such
exchange or transfer for each 3 Year Note, and the Trustee may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto. Trustee shall not be required (a) to authenticate,
transfer or exchange any 3 Year Notes during a period beginning at the opening
of business on the 15th day next preceding either any interest payment date or
any date of selection of 3 Year Notes to be redeemed and ending at the close of
business on the interest payment date or day on which the applicable notice of
redemption is given or (b) to transfer or exchange any 3 Year Notes selected,
called or being called for redemption in whole or in part. New 3 Year Notes
delivered upon any transfer or exchange shall be valid obligations of Issuer,
evidencing the same debt as the 3 Year Notes surrendered, shall be secured by
this Indenture and shall be entitled to all of the security and benefits hereof
to the same extent as the 3 Year Notes surrendered. The person in whose name any
3 Year Note is registered may be deemed the owner thereof by Issuer and Trustee,
and any notice to the contrary shall not be binding upon Issuer or
Trustee.

    


    SECTION 210.  Destruction
of 3 Year Notes.  Whenever any outstanding 3 Year Note shall be
delivered to Trustee for cancellation pursuant to this Indenture, upon payment
of the principal amount or for replacement pursuant to Sections 208 and 209
hereof, such 3 Year Note shall be retained by Trustee for a period of not less
than six years, or for so long as required by 17 C.F.R. Section 240.17 Ad-7
(1990) as may be amended from time to time.  After such, Trustee may
destroy the records in a manner Trustee deems reasonable.

    


    SECTION 211.  Additional
Parity 3 Year Notes/Additional Indebtedness.  The Issuer
reserves the right to issue additional parity 3 Year Notes or incur additional
debt obligations ("Additional Debt") for any lawful purpose, including refunding
any outstanding 3 Year Notes.  Such Additional Debt may be issued in
one or more series or issues, in various principal amounts, bearing interest,
maturing, and having such redemption features and other provisions as may be
provided in any supplemental indenture or other instrument authorizing their
issuance.

    


    ARTICLE
III

    REDEMPTION
OF 3 YEAR NOTES

    


    SECTION 301.  Optional
Redemption of 3 Year Notes.  After one year from the date of
purchase, the Issuer shall have the option to redeem 3 Year Notes, in whole or
in part, at the redemption price of 100% of the principal amount redeemed plus
accrued interest to the redemption date. Provided that the Issuer has made
available moneys to effect the redemption, the Trustee shall give notice to the
3 Year Note holders by first class mail at least fifteen (15) days prior to the
redemption date. After the redemption date, no interest shall accrue on the 3
Year Notes so redeemed. The Trustee shall pay the principal and accrued interest
on the 3 Year Notes to the holders thereof as soon as practical, such payment to
be made by check mailed by first class mail. All expenses of redemption shall be
paid by the Issuer.

    


    ARTICLE
IV

    PROCEEDS
ACCOUNT

    


    SECTION 401.  Establishment
of Proceeds Account.  Issuer hereby establishes with Trustee,
an account designated "Proceeds Account."  The Issuer covenants and
agrees to deposit or cause to be deposited with Trustee all proceeds of all
sales of the 3 Year Notes to be held in the Proceeds Account.

    


    SECTION 402.  Disbursement
of Proceeds.  Once the requirements set forth in the
Subscription Agreement are met, the Trustee may allocate proceeds (the
“Allocations”) to the Issuer upon receipt of a written draw request from the
Issuer. The purposes and priorities for the uses of such Allocations shall be
governed by the "Use of Proceeds" section of the Prospectus for the 3 Year
Notes. Once the requirements set forth in the Subscription Agreement are met,
the Trustee is authorized to pay and reserve sums necessary to pay the fees and
expenses of the issuance of the 3 Year Notes, including without limitation, the
fees and other amounts due to the Dealer, legal documentation charges, fees and
out of pocket expenses of the Trustee.


    
      
         


      

      
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    SECTION
403.  Advances.  As a condition precedent to each
advance of 3 Year Note proceeds hereunder ("Advance"), the Issuer must satisfy
the following conditions and deliver to Trustee the following required
documents, items or evidence in form and substance and in a manner satisfactory
to Trustee in its sole discretion:

    


    (a)  Requests.  A request
for an Advance in form and content approved by Trustee.

    


    (b)  Frequency of
Advances.  Trustee shall not be obligated to fund Advances more
often than once every thirty (30) days, at times specified by
Trustee.  If Advances are requested more frequently, the Trustee may
charge an administrative fee if the Advance is disbursed.

    


    SECTION 404.  Excess
Amounts.  Any amounts which are not advanced by the Trustee to
complete the "Use of Proceeds" in the Prospectus shall be first paid to Trustee
in payment of any amounts owing to Trustee pursuant hereto or
otherwise.  Any excess shall be paid to Issuer, provided that no Event
of Default exists.  If an Event of Default exists, said funds will be
applied to cure such Event of Default.

    


    SECTION 405.  Joint
Checks.  Trustee shall have the right to pay any Advance in one
or more joint checks to Issuer and any other parties for which payment is
requested in such Advance.

    


    ARTICLE
V

    INTEREST
RESERVE ACCOUNT

    


    SECTION 501.  Establishment
of Interest Reserve Account.  The Issuer hereby establishes
with the Trustee, its successors or assigns, a special account in the name of
the Issuer designated as and herein called the "Interest Reserve Account".
Amounts paid into the Interest Reserve Account by the Issuer shall be used, and
are hereby pledged, only for the purposes authorized in this Article
V.

    


    The Issuer hereby covenants and
agrees that so long as new 3 Year Notes are issued hereunder, it
will  deposit, or cause to be deposited, in the Interest Reserve
Account, five (5%) percent of the gross proceeds from the sale of 3 Year
Notes.

    


    SECTION 502.  Disbursement
of Interest Reserve Account.  Except as otherwise provided in
this Section 502 and elsewhere in this Trust Indenture, the amounts in the
Interest Reserve Account shall be used solely for the payment of interest coming
due or otherwise becoming payable on the 3 Year Notes. Should interest payments
exceed the amount of cash in the interest reserve account, the Issuer will make
transfers to the Trustee to provide adequate funds for interest payments. Any
amounts remaining in the Interest Reserve Account and other funds established
under the Indenture after payment in full of the 3 Year Notes (including
interest and other charges, if any, hereunder), or provision for payment thereof
having been made in accordance with the provisions of the Indenture, and payment
of all other reasonable and necessary obligations incurred by the Trustee
hereunder, shall belong to and be paid to the Issuer by the
Trustee.

    


    SECTION 503.  Interest
Payments.  The Trustee shall make the payments of interest
provided for in this Article V as and when required by the terms of the
Prospectus without any further authorization.

    


    ARTICLE
VI

    INVESTMENTS

    


    SECTION 601.  Investment of
3 Year Note Proceeds and Interest Reserve Account.  Any moneys
in the 3 Year Note Proceeds Account and/or Interest Reserve Account (other than
moneys for the payment of 3 Year Notes which shall have matured or otherwise
become payable or for the payment of interest which shall have become due) shall
be invested and reinvested in Eligible Securities.

    


    All interest, income or other gain
received by the Trustee from the investment of the 3 Year Note Proceeds Account
and/or the Interest Reserve Account held by the Trustee for the benefit of the
Issuer and/or the 3 Year Note holders shall be the property of the
Issuer.

    


    SECTION 602.  Eligible
Securities.  The term "Eligible Securities" means the following
obligations or securities, maturing at such time or times as to enable
disbursements to be made from the 3 Year Note Proceeds Account or the Interest
Reserve Account, as the case may be, in accordance with the terms hereof, or
which shall be marketable prior to the maturities thereof:


    
      
         


      

      
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    (a)  Government
Obligations;

    


    (b)  Insured certificates
of deposit or time deposits of banks and savings and loan
associations.

    


    SECTION 603.  Moneys to be
Held in Trust by Trustee.  All moneys required to be deposited
with or paid to the Trustee under any provision of the Indenture, until
disbursed or directed as permitted by the Indenture, shall be held by the
Trustee in trust for the benefit of 3 Year Note holders and may be co-mingled
with other funds held for the benefit of this Indenture.

    


    SECTION
604.  Nonpresentment of 3 Year Notes.  If any 3 Year
Note is not presented for payment when the principal thereof becomes due, or at
the date fixed for redemption thereof, and if funds sufficient to pay such 3
Year Note shall be held by the Trustee, the liability of the Issuer for the
payment of such 3 Year Note shall be limited to the funds so held. The Trustee
shall hold such funds without liability for interest thereon. Thereafter, the
holder of such 3 Year Note shall look only to such funds for any claim with
respect to said 3 Year Note.

    


    Any moneys held by the Trustee or
any Paying Agent for the payment of the principal or interest on any 3 Year Note
and presumed abandoned for longer than three years will be handled according to
Tex. Prop. Code Ann. Chap. 72.

    


    ARTICLE
VII

    GENERAL
COVENANTS AND PROVISIONS

    


    SECTION 701.  Payment of 3
Year Notes.  The Issuer will promptly pay:

    


    (a)  The principal and
interest on every 3 Year Note on the dates and in the manner provided
herein;

    


    (b)  The service charges
of the Paying Agent for its usual and customary services;

    


    (c)  The charges, if any,
of any depository bank for its services;

    


    (d)  The fees and expenses
incurred by Trustee.

    


    The Issuer agrees to make weekly or
monthly deposits, as so provided in the Prospectus and herein, with the Trustee
in an amount sufficient to make the principal and interest payments due on the 3
Year Notes seven days prior to their stated payment dates, together with the
other charges due in connection therewith as set forth in the Prospectus, to
include all amounts necessary to satisfy all obligations of the Issuer, falling
due hereunder. Such payments shall be transmitted electronically to the Trustee
through the Automated Clearing House network or as otherwise instructed by the
Trustee from time to time.

    


    In the event that any payment
hereunder is subject to rescission or payment to others as a preference or
otherwise under any bankruptcy, insolvency, reorganization or other debtor
relief law, this instrument, shall not be terminated but shall remain in full
force and effect, as if such payment had not been made.

    


    The obligations of Issuer are
expressly limited so that in no event shall the amount paid or agreed to be paid
to the 3 Year Note holders as interest exceed the maximum amount permissible
under applicable law. If, under any circumstance, at the time any payment is
due, such payment transcends the limit of validity under applicable law, the
obligation shall be confined to the limit of such validity, and shall be
reduced, spread or prorated such as to comply with applicable law.

    


    SECTION 702.  Compliance
with Agreements; Representations.  The Issuer will comply with
all of its agreements in this Indenture, the Prospectus, the Subscription
Agreement, and in all proceedings of its governing body pertaining thereto. The
Issuer represents that:

    


    (a)  It is duly authorized
under the laws of the state of its organization to issue and sell the 3 Year
Notes; to execute and deliver this Indenture, to make the pledge and assignments
made herein;

    


    (b)  All action on its
part for the issuance of 3 Year Notes and the execution and delivery of this
Indenture has been duly and effectively taken;


    
      
         


      

      
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    (c)  The 3 Year Notes will
be valid and enforceable obligations of the Issuer; and

    


    (d)  No litigation or
governmental proceeding is pending, or threatened, against Issuer, except such
as have been disclosed in writing to Trustee.

    


    SECTION 703.  Financial
Statements. The Issuer, upon written request of Trustee, shall furnish to
the Trustee a Financial Statement including (I) a balance sheet summarizing the
Issuer's assets, liabilities and fund balances as of the end of the relevant
reporting period; (ii) a statement of operations, showing sources and amounts of
revenues and expenses.

    


    SECTION 704.  Rights under
Indenture.  The Issuer agrees that the Trustee, subject to the
conditions thereof, may enforce for and on behalf of the holders of the 3 Year
Notes all of the covenants and agreements of the Issuer whether or not the
Issuer is in default thereunder. The Interest Reserve Account proceeds pledged
hereunder shall be paid directly to the Trustee for deposit and shall be set
apart from all other funds of the Issuer. The Issuer will, at all times,
maintain the validity and effectiveness of the transfer, assignment and pledge
to the Trustee made by the Indenture and will take no action, will permit no
action to be taken by others and will not omit to take any action, which action
or omissions might release the Issuer from its liabilities or obligations under
the Indenture or result in the surrender, termination, amendment or modification
of, or impair the validity of, the Indenture.

    


    ARTICLE
VIII

    DISCHARGE
OF INDENTURE

    


    SECTION
801.  Discharge.  When all of the 3 Year Notes shall
have been paid, or deemed paid as provided in this Article, and if the Issuer
shall not then be in Default as specified in Section 901 of this Indenture,
and/or the Prospectus and/or the Subscription Agreement, and if the Issuer shall
have caused to be paid to Trustee all other sums of money due or to become due
according to the provisions hereof (or shall have made arrangements satisfactory
to Trustee for such payment), then this Indenture shall be discharged and
satisfied, and thereupon Trustee shall execute and deliver to the Issuer such
instruments in writing as shall be requisite to cancel and discharge this
Indenture; provided, however, that Trustee shall remain obligated to hold any
amounts then remaining in the Interest Reserve Account or the Proceeds Account
and to pay to the holders of the 3 Year Notes  any amounts for the
payment of the principal and interest on the 3 Year Notes and to pay any
remaining amounts to the Issuer as provided in Section 502 hereof.

    


    Any 3 Year Note shall be deemed to
be paid within the meaning of this Article when delivered to Trustee for
cancellation or when payment of the principal of and interest thereon to the due
date thereof (whether such due date be by reason maturity or upon redemption as
provided in this Indenture, or otherwise) either:

    


    
      
        	
              	
                (i)

              	
                 Shall
      have been made or caused to be made in accordance with the terms thereof,
      or

              


      

    

    


    
      
        	
              	
                (ii)

              	
                 Shall
      have been provided by depositing with Trustee, for such
      payment,

              


      

    

    


    (a)  Moneys sufficient to
make such payment; or

    


    (b)  Government Obligations
maturing as to principal and interest in such amounts and at such times as will
insure the availability of sufficient moneys to make such payment;
or

    


    (c)  A combination of such
moneys and such Government Obligations, provided that all necessary and proper
fees, compensation and expenses of Trustee pertaining to the 3 Year Notes with
respect to which such deposit is made shall have been paid or the payment
thereof provided for to the satisfaction of Trustee.

    


    At such times as a 3 Year Note shall be
deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or
entitled to the benefits of this Indenture, except for purposes of any such
payment from such moneys or Government Obligations.

    


    Notwithstanding the foregoing, no
deposit under clause (ii) of the immediately preceding paragraph shall be deemed
a payment of such 3 Year Notes as aforesaid until proper notice of redemption of
such 3 Year Notes shall have been previously given, as soon as practicable, to
the holders of the 3 Year Notes in accordance with Article III hereof that the
deposit required by (ii) above has been made with Trustee and that said 3 Year
Notes are deemed to have been paid in accordance with this Article and stating
such maturity or redemption date upon which moneys are to be available for the
payment of the principal and interest on said 3 Year Notes.



    
      
         


      

      
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    ARTICLE
IX

    DEFAULT
PROVISIONS AND REMEDIES OF TRUSTEE AND 3 YEAR NOTE HOLDERS

    


    SECTION 901.  Events of
Default.  If any of the following events occur, subject to the
provisions of Section 906 and Section 907 hereof, it is hereby declared to
constitute an "event of default";

    


    (a)  Failure to pay, when
due, the principal or interest on any 3 Year Note, whether at maturity, or upon
redemption or otherwise and default in payment continues for a period of 60
consecutive days; or

    


    (b)  Default in the
performance or observance of any other of the covenants, agreements or
conditions on the part of the Issuer contained in this Indenture; or under the
“Description of 3 Year Notes” or “Summary of Indenture” in the Prospectus; or
the Subscription Agreement and failure to remedy the same after notice thereof
pursuant to Section 908 hereof; or

    


    (c) the Issuer or its assets become
subject to any voluntary or involuntary proceeding under the Federal Bankruptcy
Act or any state statute which relates to credit relief and/or the liquidation
of the Issuer, which proceeding remains undismissed for a period of sixty (60)
or more days.

    


    SECTION 902.  Other
Remedies.  Upon the occurrence and continuation of an event of
default Trustee may pursue any available remedy granted in the Indenture or the
Prospectus and/or by suit at law or take any other action to enforce the payment
of the principal and interest on the 3 Year Notes then outstanding.

    


    No remedy herein conferred is intended
to be exclusive of any other remedy, but each and every such remedy shall be
cumulative and shall be in addition to any other remedy given to Trustee or to
the 3 Year Note holders hereunder or now or hereafter existing at law or in
equity.

    


    No delay in exercising or omission to
exercise any right or power accruing upon any default or event of default shall
impair any such right or power or shall be construed to be a waiver or any
default or event of default or acquiescence therein; and such right and power
may be exercised from time to time as often as may be deemed
expedient.

    


    No waiver of any default or event of
default hereunder, whether by Trustee or by the 3 Year Note holders, shall
extend to or shall affect any subsequent default or event of default or shall
impair any rights or remedies consequent on such subsequent default or event of
default.

    


    SECTION 903.  Right of 3
Year Note holders to Direct Proceedings.  Anything in this
Indenture to the contrary notwithstanding, the holders of a majority in
aggregate principal amount of the 3 Year Notes then outstanding shall have the
right, at any time, by an instrument or instruments in writing executed and
delivered to Trustee and accompanied by indemnity as provided in Section 1001(h)
hereof, to direct the method and place of conducting all proceedings to be taken
in connection with the enforcement of the terms  and conditions of
this Indenture; provided that such direction shall not be otherwise than in
accordance with the provisions of laws and of this Indenture.

    


    SECTION 904.  Remedies
Vested in Trustee.  All rights of action (including the right
to file proof of claims) under this Indenture or under any of the 3 Year Notes
may be enforced by Trustee without the possession of any of the 3 Year Notes or
the production thereof in any trial or other proceeding relating thereto and any
such suit or proceeding instituted by Trustee shall be brought in its name as
Trustee without the necessity of joining as plaintiffs or defendants any holders
of the 3 Year Notes, and any recovery of judgment shall, subject to the
provisions of Section 1011 hereof, be for the equal and ratable benefit of the
holders of the outstanding 3 Year Notes.

    


    SECTION 905.  Rights and
Remedies of 3 Year Note holders.  No holder of any 3 Year Note
shall have any right to institute any suit, action or proceeding at law or in
equity for the enforcement of this Indenture, or for the execution of any trust
hereof or for the appointment of a receiver or any other remedy hereunder
unless:

    


    (a)  A default has occurred
of which Trustee has been notified as provided in Section 1002 hereof, or of
which as provided in said Section 1002 it is deemed to have
notice;


    
      
         


      

      
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    (b)  Such default shall have
become an event of default and the holders of a majority in aggregate principal
amount of 3 Year Notes then outstanding shall have made written request to
Trustee and shall have offered it reasonable opportunity either to proceed to
exercise the powers hereinbefore granted or to institute such action, suit or
proceeding in its own name;

    


    (c)  Such 3 Year Note holders
shall have offered to Trustee indemnity as provided in Section 1001 (g);
and

    


    (d)  Trustee shall
hereinafter have failed or refused to exercise any of the powers hereinbefore
granted to institute such action, suit or proceeding in its or their own name or
names; and such notification, request and offer of indemnity are hereby declared
in every case at the option of Trustee to the conditions precedent to any action
or cause of action for the enforcement of this Indenture or for the appointment
of a receiver or for any other remedy hereunder; it being understood and
intended that no one or more holders of the 3 Year Notes shall have any right
hereunder except in the manner herein provided, and that all proceedings at law
or in equity shall be instituted, had and maintained in the manner herein
provided for and for the equal and ratable benefit of the holders of all 3 Year
Notes then outstanding.

    


    SECTION 906.  Termination
of Proceedings.  In case Trustee shall have proceeded to
enforce any right under this Indenture by the appointment of a receiver, or
otherwise, and such proceedings shall have been discontinued or abandoned for
any reason, or shall have been determined adversely, then and in every such case
the Issuer, the Trustee and the 3 Year Note holders shall be restored to their
former positions and rights hereunder respectively, and all rights, remedies and
powers of Trustee shall continue as if no such proceedings had been
taken.

    


    SECTION 907.  Waivers of
Events of Default.  The Trustee shall waive any event of
default hereunder and its consequences and rescind any declaration of maturity
of principal upon the written request of the holders of a majority in aggregate
principal amount of the 3 Year Notes then outstanding in respect of which such
default exists; provided, however, that the same shall not be waived without the
consent of the holder of each 3 Year Note so affected:

    


    (a)  Any event of default in
the payment of the principal of such 3 Year Note at the date of maturity
specified therein or any default in the payment when due of the interest on such
3 Year Note unless, prior to such waiver or rescission, all arrears of interest
on all such 3 Year Notes with interest (to the extent permitted by law) at the
rates borne by such 3 Year Notes on overdue installments of interest in respect
of which such default shall have occurred, and all arrears of payments of
principal when due on all such 3 Year Notes, as the case may be, and all fees,
costs, and expenses of the Trustee in connection with such default shall have
been paid or provided for, or,

    


    In case
of any such waiver or rescission, then and in every such case, the Issuer, the
Trustee and 3 Year Note holders shall be restored to their former positions and
rights hereunder respectively; but no such waiver or rescission shall extend to
any subsequent or other default, or impair any right consequent
thereon.

    


    Trustee
shall have the specific right, in its sole discretion, although it is under no
obligation whatsoever to do so, to waive any declaration of maturity of
principal and to reinstate the terms of the Indebtedness, without waiving any
event of default.

    


    SECTION 908.  Notice of an
Event of Default to Governing Body.  Upon the occurrence and
continuation of an Event of Default, the Trustee may elect to send a notice of
said Event of Default to the members of the governing body of the
Issuer.  To determine the members of the governing body, Trustee may
rely on the information provided in the Prospectus, or other information
provided to Trustee by the Issuer or Placement Agent.

    


    ARTICLE
X

    THE
TRUSTEE

    


    SECTION 1001.  Acceptance
of Responsibilities.  The Trustee accepts the responsibilities
hereby created, but only upon the additional terms set forth below and in this
Article; and no implied covenants or obligations shall be read into this
Indenture against the Trustee:

    


    (a)  No Responsibility for Recitals,
Etc.  The Trustee shall not be responsible or liable for any
recitals, statements or representations in this Indenture or the Prospectus used
in connection with the sale of the 3 Year Notes.

    


    (b)  Exercise of
Discretion.  If an Event of Default has occurred and is
continuing, the Trustee shall exercise its rights and powers hereunder, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own
affairs.


    
      
         


      

      
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    (c)  No Duty to
Inquire.  The Trustee shall not be bound to ascertain or
inquire into the performance or observances of any covenants, conditions, or
agreements of the Issuer hereunder. However, the Trustee may require of the
Issuer full information and advice about such performance or
observance.

    


    (d)  Other
Limitations.  The Trustee shall not be responsible for
recording or re-recording or filing or re-filing this Indenture, for the
validity of the execution by the Issuer of this Indenture, for the sufficiency
or maintenance of the security for the 3 Year Notes, or for the validity or
enforceability of this Indenture, or any security rights or remedies granted to
the Trustee or the 3 Year Note holders hereunder or in any other 3 Year Note
Document. The Trustee shall have no obligation to perform any of the duties of
the Issuer under the Indenture.

    


    (e)  Moneys Held for the benefit of 3 Year
Note Holders.  Moneys and securities held by the Trustee for
the benefit of 3 Year Note Holders need not be segregated from other assets
except to the extent required by law or this Indenture. The Trustee shall not be
accountable for the use of the proceeds of any 3 Year Notes authenticated or
delivered hereunder after such proceeds have been disbursed in accordance
herewith.

    


    (f)  Reliance on
Documents.  The Trustee shall be fully protected from liability
in acting upon any notice, request, consent, certificate, order, affidavit,
letter, telegram, or other paper document it believes to be genuine and correct.
The Trustee shall be under no duty to investigate or inquire into any statements
contained or matters referred to in any such item.

    


    (g)  Right to
Indemnify.  If in the opinion of the Trustee any action by it
hereunder may reasonably involve liability, loss, or expense, it shall not be
obligated to take such action unless it is furnished with indemnity satisfactory
to it.

    


    (h)  Permissive
Rights.  The permissive right of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty.

    


    (i)  Waiver of Bond.  The
Trustee shall not be required to give any bond or surety in respect of the
execution of the responsibilities and powers herein or otherwise in respect of
the premises.

    


    (j)  Limitations of
Liability.  The Trustee shall not be liable except in
connection with the performance of such duties as are specifically set out in
this Indenture.  Notwithstanding anything herein to the contrary, the
Issuer by its execution of this Indenture and the 3 Year Note holders by their
subscription of the 3 Year Notes agree that Trustee shall not be responsible for
any act or omission hereunder unless due to its own gross negligence or willful
neglect.

    


    (k)  Reliance on
Opinions.  The Trustee may rely, as to the truth of the
statements and the correctness of the opinions or statements expressed therein,
in the absence of bad faith on the part of Trustee, upon certificates, opinions,
or reports conforming to the requirements of this Indenture.

    


    (l)  Actions Under Direction of 3 Year
Note holders.  The Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in accordance with
the direction of a majority of the 3 Year Note holders relating to the time,
method and place of conducting any proceedings for any remedy available to
Trustee, or exercising any trust or power conferred upon the Trustee under this
Indenture.

    


    SECTION 1002.  No Duties to
Notice Default.  In the absence of actual knowledge, the
Trustee shall not be required to take notice or be deemed to have notice of any
Default (other than an event of default under Section 901(a) or 901(b)) unless
specifically notified in writing of such Event of Default by the holders of not
less than 25 percent in aggregate principal amount of all 3 Year Notes then
outstanding.

    


    Within ninety days after the occurrence
of any Event of Default (or event which would with the passage of time or the
giving of notice or both be an event of default) of which the Trustee has actual
knowledge, or has notice, the Trustee shall, unless such event or Event of
Default has been cured or waived, mail notice thereof to each registered owner
of 3 Year Notes.

    


    For purposes of this Section, the
Trustee shall not be deemed to have actual knowledge of any Event of Default
unless another person charged with the administration of the obligations of the
Trustee hereunder shall during the course of his duties have actual knowledge
thereof.

    


    SECTION 1003.  Servicing
Agent.  The Trustee may appoint an additional individual or
institution as a separate Servicing Agent. If the Trustee appoints a separate
Servicing Agent, each power or right vested in the Trustee hereunder shall be
exercisable by and vest in such separate Servicing Agent to the extent necessary
or desirable to enable it to exercise such powers or rights in order to carry
out the purposes of this Indenture.


    
      
         


      

      
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    SECTION 1004.  Resignation
of Trustee.  The Trustee may resign from the trust created by
this Indenture by executing an instrument in writing resigning from such trust
and specifying the date when the Trustee intends such resignation to take
effect, and forwarding the same to Issuer at least thirty days prior to the
intended effective date of such resignation. Such resignation shall not take
effect until the appointment of a successor Trustee pursuant to this
Article.  Upon the appointment of a successor Trustee, then such
resigning Trustee shall be discharged of its fiduciary duty.

    


    SECTION 1005.  Removal of
Trustee.  The Trustee may be removed at any time by an
instrument appointing a successor Trustee executed by the holders of not less
than a majority in aggregate principal amount of all 3 Year Notes then
outstanding.

    


    SECTION 1006.  Appointment
of Successor Trustee.  If the Trustee resigns or is removed or
dissolved, of if any court or administrative body takes control over the
property or affairs of the Trustee because of insolvency or financial difficulty
or for any other reason, the Issuer shall appoint a successor
Trustee.

    


    If the Issuer fails to make such
appointment, the holders of not less than a majority in aggregate principal
amount of all 3 Year Notes then outstanding may do so by an instrument in
writing.

    


    The successor Trustee shall mail a
notice of its appointment to each registered owner of 3 Year Notes. No other
notice shall be required.

    


    SECTION
1007.  Qualifications of Successor Trustee. Every
successor Trustee appointed pursuant to any of the foregoing provisions shall be
a person with competent knowledge in accounting and finance, corporate law, and
the administration of the responsibilities required herein.

    


    SECTION 1008.  Court
Appointment of Successor Trustee.  If the Trustee resigns and a
successor Trustee is not appointed pursuant to the foregoing provisions prior to
the date specified in the notice of resignation as the date when such
resignation is intended to take effect, the resigning Trustee may apply to a
court of competent jurisdiction for the appointment of a successor
Trustee.

    


    If, in a proper case, a successor
Trustee is not appointed pursuant to the foregoing provisions within six months
after a resignation by the Trustee, the holder of any 3 Year Note may apply to
any court of competent jurisdiction to appoint a successor Trustee. Such court
may thereupon, after such notice, if any, as it may deem proper, appoint a
successor Trustee.

    


    SECTION 1009.  Acceptance
and Transfer of Responsibilities.  Any successor Trustee
appointed hereunder shall execute and deliver to the Issuer an instrument
accepting such appointment. Thereupon such successor Trustee, without any
further act, shall become duly vested with all the rights, powers, duties and
obligations of its predecessor.

    


    SECTION 1010.  Successor
Trustee by Merger, Etc.  Any corporation into which the Trustee
may be converted or merged, or with which it may be consolidated, or to which it
may sell or transfer its corporate trust business assets as a whole or
substantially as a whole, shall, without any further act, be the successor
Trustee hereunder.

    


    SECTION 1011.  Compensation
and Expenses.  The Trustee shall be entitled to reasonable
compensation for its services rendered hereunder and to reimbursement of its
expenses (including, but not limited to reasonable counsel fees and
disbursements) incurred in connection therewith.

    


    SECTION 1012.  Retention of
Documents and Records.  Trustee shall retain copies of all
documents and records provided to Trustee under the terms of this Indenture
until 3 Year Notes are permitted to be destroyed pursuant to Section 210
hereunder.  At such time, Trustee may destroy the document and records
in a manner Trustee deems reasonable.



    
      
         


      

      
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    ARTICLE
XI

    AMENDMENTS,
SUPPLEMENTS AND WAIVERS

    


    SECTION 1101.  Amendments
and Supplements without Consent of 3 Year Note holders.  This
Indenture may be amended and supplemented from time to time when authorized by
the Board of Directors of the Issuer, without any notice to or action on the
part of the 3 Year Note holders to:

    


    (a)  to correct scrivener’s
errors;

    


    (b)  to add to the covenants
of the Issuer for the protection of the 3 Year Note holders;

    


    (c)  to set forth the
amounts, denominations, interest rates, redemption prices, maturities, and other
particulars of the 3 Year Notes on any subsequent series as provided in Section
211 above.

    


    SECTION 1102.  Amendments
and Supplements with Consent of 3 Year Note holders.  This
Indenture may be amended or supplemented for any purpose other than those
described in Section 1101 above, when authorized by resolution of the governing
board of the Issuer provided that no such amendment or supplement shall occur
without the consent of the holder of any 3 Year Note affected
thereby:

    


    (a)  extend the maturity of
such 3 Year Note, reduce the rate of interest, or otherwise change the terms of
payment of principal or interest, or impair the right of a holder of a 3 Year
Note holder to institute suit for the enforcement of payment of principal or
interest on or after the respective due date thereof; or

    


    Notwithstanding the above, anytime that
the Trustee is required or requested to obtain the consent of the 3 Year Note
holders to any matter, the Trustee may do so in such a manner that the failure
of a 3 Year Note holder to deliver an objection to Trustee within twenty (20)
days from the date of notice to the 3 Year Note holder shall be deemed as the
consent of such 3 Year Note holder.

    


    ARTICLE
XII

    MISCELLANEOUS

    


    SECTION
1201.  Beneficiaries.  This Indenture is for the sole
and exclusive benefit of the Issuer, the Trustee and the holders of the 3 Year
Notes.

    


    SECTION
1202.  Severability.  If any provision of this
Indenture, or the 3 Year Notes shall be illegal or invalid, such illegality or
invalidity shall not affect the legality or validity of any other provision of
said instruments.

    


    SECTION
1203.  Notices.  All communications including, but
not limited to, directions, consents, notifications, notices, requests and
designations, hereunder shall be in writing and, unless otherwise required
hereunder shall be sufficiently given or made if delivered personally to the
person who is to receive the same or if mailed to such person by first class
mail addressed, if to the Issuer, to the address appearing on the signature page
of this Indenture, and, if to the Trustee to P.O. Box 680875, San Antonio, TX
78268. The Trustee and the Issuer may, by notice given hereunder, designate any
further or different addresses to which subsequent communications shall be
sent.  A copy of each such notice shall also be given to the Dealer at
its current address.

    


    SECTION
1204.  Counterparts.  This Indenture may be executed
in any number of counterparts, each of which, when so executed and delivered,
shall be an original; but all such counterparts shall together constitute but
one and the same instrument.

    


    SECTION 1205.  Governing
Law.  Trustee is a resident of Bexar County, Texas and has its
chief executive office in said jurisdiction.  This Indenture and the 3
Year Notes shall be governed by and construed in accordance with the laws of the
State of Texas.  Any disputes among the parties to this Indenture
concerning the subject matter of this Indenture shall be submitted for
resolution to a court of competent jurisdiction in Harris County,
Texas.

    


    SECTION 1206.  Payments due
on Saturdays, Sundays and Holidays.  If the date for any
payment on the 3 Year Notes at a place of payment shall be a Saturday, Sunday,
legal holiday or day on which banking institutions are authorized by law to
close, then payment shall be made on the next succeeding business day, and no
interest shall accrue for the intervening period.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    SECTION 1207.  Future
Holders Bound.  Any action taken by the Trustee or any other
person upon the request or with the consent of any 3 Year Noteholder shall bind
every future holder of the same 3 Year Note.

    


    SECTION 1208.  Dealers and
Placement Agents.  The Issuer may enter into agreements with
Dealers and/or Placement Agents to sell the 3 Year Notes. The Issuer and the
Trustee agree as follows:

    


    (a)  The Dealers and/or
Placement Agents shall have the right to have notice as to (I) the application
of 3 Year Note proceeds pursuant to Section 402 and (ii) the investments by the
Trustee in the 3 Year Note Proceeds Account and the Interest Reserve Account
under Section 601. Trustee shall furnish Dealers and/or Placement Agents, upon
request, copies of all documents pertaining thereto.

    


    (b)  The Dealer shall have
the right to inspect the records of the Trustee and to obtain copies of any
documents requested under this Section.

    


    SECTION 1209.  Current
Financial Information.  Upon the written request by the holder
of any 3 Year Note issued under the terms of this Indenture, Issuer shall
provide such 3 Year Noteholder with the current financial information of Issuer.
For the purpose of this Section, current financial information shall consist of
a balance sheet and an income statement for the last 3 years as of the last
fiscal year of Issuer.

    


    SECTION 1210.   Funds
Not Assignable. Funds held in the 3 Year Note Proceeds Account, Interest
Reserve Account, or otherwise held hereunder shall not be assignable by Issuer,
nor subject to the process of any court upon legal action by or against the
Issuer and are held for the benefit of the 3 Year Note Holders to be utilized
only as provided herein.  Such funds shall remain in the custody of
the Trustee until the Issuer complies with each and every provision of this
Indenture.

    


    SECTION 1211.  Paying
Agent.  Trustee is hereby permitted to serve in the additional
capacity of Paying Agent.  In the event Trustee does not serve as
Paying Agent, the Paying Agent shall immediately report to the Trustee any
failure by Issuer to cure a default, including the failure to make a scheduled
payment to the Interest Reserve Account when due, within 30 days of the
occurrence thereof.

    


    SECTION 1212.  Registrar.
The Trustee may appoint an additional individual or institution as a
separate Registrar. If the Trustee appoints a separate Registrar, each power or
right vested in the Trustee hereunder shall be exercisable by and vest in such
separate Registrar to the extent necessary or desirable to enable it to exercise
such powers or rights in order to carry out the purposes of this Indenture. The
primary function of the registrar is to record book entries tracking original
issuances and transfers of the 3 year notes.

    


    SECTION 1213.  Assumption of
Debt.  In the event of a merger, acquisition or other business
combination involving the Issuer, the Trustee may, in it's sole and absolute
discretion, permit the assumption of all or a portion of the debt evidenced by
the 3 Year Notes by a third party for the purpose of securing the timely payment
of the amounts required by the Prospectus.  Further, in no manner may
the assumption of the debt serve as a full or partial release of Issuer's
obligation to satisfy the 3 Year Notes.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF, the Issuer has
caused these presents to be signed in its name and behalf by its duly authorized
officers and to evidence its acceptance of the trust hereby created, and the
Trustee has caused these presents to be signed in his name, all as of the date
written below.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	
                                                                                                Date

                                                                                              	 
      	 	 
      
	 
      	 
      	 	
                                                                                                Southfield
      Energy Corporation

                                                                                              
	 
      	 
      	 	 
      	 
      
	
                                                                                                JESSE
      BLANCO,

                                                                                              	 	
                                                                                                By:

                                                                                              	 
      
	
                                                                                                as
      Trustee

                                                                                              	 	 
      	
                                                                                                Ben
      Roberts, President

                                                                                              
	 
      	 
      	 	 
      	 
      
	
                                                                                                By:

                                                                                              	 
      	 	
                                                                                                By:

                                                                                              	 
      
	 
      	 
      	 	 
      	
                                                                                                Authorized
      Representative of Issuer

                                                                                              
	 
      	
                                                                                                Printed
      name of Authorized Signer

                                                                                              	 	 
      	 
      
	 	 	 	 	      
                                                                                                Street
      Address

                                                                                              
	 	 	 	 	 
	 	 	 	 	      
                                                                                                City                            State                            Zip

                                                                                              
	 	 	 	 	 
	 	 	 	 	      
                                                                                                Telephone
      Number

                                                                                              
	 	 	 	 	 
	 	 	 	 	      
                                                                                                Witness
      to Signature of Representative

                                                                                              
	 	 	 	 	 
	 	 	 	 	      
                                                                                                Witness
      to Signature of
Representative

                                                                                              


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    ISSUER'S
NOTARY ACKNOWLEDGMENT:

    


    
      
        	
                THE
      STATE OF TEXAS

              	
                §

              
	 
      	
                §
      SS.

              
	
                COUNTY
      OF HARRIS

              	
                §

              


      

    

    


    This instrument was acknowledged before
me on this ________ day of ________________________________________ ,
20_____ ,
by _________________________ and _______________________ of Southfield Energy
Corporation a Texas corporation, on behalf of said entity.

     

    
      	 
      	
              _________________________________________________

            
	
              [SEAL]

            	 
      
	 
      	
              Notary
      Public, State of ______________________________

            
	 
      	
              _________________________________________________

            
	 
      	
              Notary's
      Name, Printed or Typed

            
	 
      	 
      
	 
      	
              My Commission Expires:_____________________________

            


    

    


    
      
        	
                THE
      STATE OF TEXAS

              	
                §

              
	 
      	
                §
      SS.

              
	
                COUNTY
      OF HARRIS

              	
                §

              


      

    

    


    This instrument was acknowledged before
me on this ________ day of  , 20____ , by
_____________________________________________________________,

    


    JESSE
BLANCO, as Trustee

    


    
      	 
      	
              _________________________________________________

            
	
              [SEAL]

            	 
      
	 
      	
              Notary
      Public, State of ______________________________

            
	 
      	
              _________________________________________________

            
	 
      	
              Notary's
      Name, Printed or Typed

            
	 
      	 
      
	 
      	
              My
      Commission
  Expires:______________________________

            


    

    


    THIS PAGE
INTENTIONALLY LEFT BLANK


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    TRUST

    INDENTURE

    


    Name of
Issuer

    


    Trust
Number

    


    JESSE
BLANCO

    as
Trustee


    
      
         


      

      
        19