WESTERN NATIONAL BANK

                          REVOLVING LINE OF CREDIT NOTE

$5,000,000.00              Midland, Texas                      FEBRUARY 28, 2005

1. For value received,  AMEN PROPERTIES,  INC. (the "MAKER")  promises to pay to
the order of WESTERN  NATIONAL  BANK (the  "BANK"),  at its  offices at 508 West
Wall, Suite 1100, Midland,  Texas 79701, in lawful money of the United States of
America,  the sum of FIVE  MILLION  AND NO/100  ($5,000,000.00),  together  with
interest on the principal amount from time to time outstanding  hereunder,  from
the date of each  disbursement of such principal  until maturity,  at a variable
rate of interest per annum (the  "VARIABLE  RATE")  equal to the Prime Rate,  as
defined  hereinbelow,  but in no event to exceed the "Highest  Lawful Rate",  as
hereinafter  defined,  and in no event to be less than five and one-half percent
(5.50%),  with  adjustments  in the Variable Rate to be made on the same date as
the  effective  date of any  change in the  Prime  Rate and  adjustments  due to
changes  in the  Highest  Lawful  Rate to be made on the  effective  date of any
change in the Highest Lawful Rate.

2. This Note is executed  pursuant to the terms of that certain Loan  Agreement,
dated  February  28,  2005 by and among  Maker,  as  Borrower;  McGraw  Brothers
Investments,  Moriah Investment  Partners, W Power and Light, LP, Jon M. Morgan,
Eric Oliver,  LCM Partnership,  James M. Alexander,  Forrest Gilliam,  Jr., John
Bergman,  John Norwood and Bruce E. Edgington,  as Guarantors;  and the Bank, as
Lender (the "LOAN AGREEMENT").  This Note incorporates by reference the terms of
the Loan  Agreement.  In the event of a conflict  between the terms of this Note
and the terms of the Loan  Agreement,  the terms of the Loan  Agreement  will be
deemed to be controlling.

3.  Notwithstanding the foregoing,  if at any time the Variable Rate exceeds the
Highest Lawful Rate, the rate of interest to accrue on this Note will be limited
to the Highest Lawful Rate, but any subsequent  reductions in such Variable Rate
will not reduce the rate of  interest  to accrue on this Note below the  Highest
Lawful Rate until the total  amount of interest  accrued on this Note equals the
amount of interest  which  would have  accrued if the  Variable  Rate had at all
times been in effect.

4. If at  maturity  or final  payment of this Note the total  amount of interest
paid or accrued under the foregoing  provisions is less than the total amount of
interest  which would have accrued if the Variable Rate had at all times been in
effect,  then Maker  agrees to pay to Bank,  to the extent  permitted by law, an
amount  equal to the  difference  between  (a) the  lesser of (i) the  amount of
interest which would have accrued on this Note if the Highest Lawful Rate had at
all times  been in  effect,  or (ii) the  amount of  interest  which  would have
accrued if the Variable Rate had at all times been in effect, and (b) the amount
of interest accrued in accordance with the other provisions of this Note.

5. The term "PRIME RATE" shall be defined as that rate  established as the prime
rate  in  the  money  rate  table  of  THE  WALL  STREET  JOURNAL,  a Dow  Jones
publication,  as of each Business Day, as hereinafter defined, (and for holidays
or weekends, the Prime Rate shall be the prime rate published in that money rate
table of THE WALL STREET JOURNAL, as of the close of business on the most recent
Business Day immediately  preceding such weekend or holiday).  Without notice to
the  Borrower or any other  person,  the Prime Rate may change from time to time
pursuant to the preceding sentence, with the effective date of each change to be
the effective date reflected in the money rate table of THE WALL STREET JOURNAL.
The Prime Rate is a reference rate and does not necessarily represent the lowest
or best rate  actually  charged to any  customer.  The Bank may make  commercial
loans or other loans at rates of interest  at,  above,  or below the Prime Rate.
"BUSINESS  DAY" shall mean a day other than a Saturday,  Sunday or legal holiday
for commercial banks under the laws of the State of Texas.


<PAGE>

6. The term  "HIGHEST  LAWFUL RATE" will mean the maximum  nonusurious  interest
rate,  if any,  that at any  time or from  time to time may be  contracted  for,
taken, reserved,  charged,  collected or received by the Bank in connection with
this Note under laws applicable to the Bank which are presently in effect or, to
the extent  allowed by law,  under  applicable  laws which may  hereafter  be in
effect  and  which  allow  a  higher  maximum  nonusurious  interest  rate  than
applicable laws now allow.

7. The  principal  balance  of this Note  shall be due and  payable on or before
MARCH 31, 2008.

8. Interest,  computed on the unpaid principal balance of this Note shall be due
and payable as it accrues monthly,  commencing on MARCH 31, 2005, and thereafter
on the last day of each and every succeeding month during the term hereof, until
maturity,  MARCH 31, 2008,  when the entire  amount of this Note,  principal and
accrued, unpaid interest, shall be due and payable.

9. This is a Revolving Line of Credit Note. Accordingly, it is contemplated that
there  will be  advances  and  payments  on this Note from time to time,  but no
advances or payments  (including total payment of the unpaid  principal  balance
outstanding   prior  to  maturity)  shall  affect  or  impair  the  validity  or
enforceability of this Note as to future advances hereunder. Other than interest
payments required of Maker as provided in the immediately  preceding  paragraph,
all payments  made by Maker prior to maturity  shall be credited to  outstanding
principal.  In no event shall outstanding  principal  advances  hereunder at any
time  exceed  the face  amount of this Note or the  Borrowing  Base  established
pursuant to the terms of the Loan Agreement, whichever is lesser.

10. All past due principal and interest on this Note will bear interest from the
maturity  thereof until paid, at the Highest Lawful Rate.  Interest on this Note
will be computed on a 365/365 or 366 simple interest  basis,  depending upon the
number of days in the  applicable  year;  that is, by applying  the ratio of the
annual  interest over a year of 365 or 366 days,  multiplied by the  outstanding
principal  balance,  multiplied  by the actual  number of days the  principal is
outstanding.

11. If an Event of Default  should occur under the terms of the Loan  Agreement,
thereupon at the option of Bank, the principal  balance and accrued  interest of
the Note, and any and all other indebtedness of Maker to Bank will become and be
due  and  payable  forthwith  without  demand,  notice  of  default,  notice  of
acceleration,  notice of intent to  accelerate  the maturity  hereof,  notice of
nonpayment,  presentment, protest or notice of dishonor, all of which are hereby
expressly  waived  by Maker  and each  other  liable  party.  Bank may waive any
default without waiving any prior or subsequent default.



<PAGE>

12. To the extent not prohibited by applicable law, Maker will pay all costs and
expenses and  reimburse  Bank for any and all  expenditures  of every  character
incurred or expended from time to time, regardless of whether a default or event
of  default  will have  occurred,  in  connection  with (a)  Bank's  evaluating,
monitoring,  administering and protecting the Mortgaged Property, as hereinafter
defined, in connection with it, and (b) Bank's creating, perfecting or realizing
upon Bank's security  interest in and liens on the Mortgaged  Property,  and all
costs and expenses  relating to Bank's exercising any of its rights and remedies
under this or any other instrument now or hereafter securing the Indebtedness or
at law, including,  without limitation,  all filing fees, taxes,  brokerage fees
and commissions,  title review and abstract fees, Uniform Commercial Code search
fees, other fees and expenses  incident to title searches,  reports and security
interests,  escrow fees, attorneys' fees, legal expenses,  court costs, fees and
expenses incurred in connection with any complete or partial  liquidation of the
Mortgaged  Property,  and all fees and  expenses for any  professional  services
relating to the  Mortgaged  Property or any  operations  conducted in connection
with it; provided,  however, that no right or option granted by Maker or Bank or
otherwise arising pursuant to any provision of this or any other instrument will
be deemed to impose or admit a duty on the Bank to supervise, monitor or control
any aspect of the  character  or  condition  of the  Mortgaged  Property  or any
operations conducted in connection with it for the benefit of Maker or any other
person or entity other than the Bank.

13. If this Note is not paid at maturity  whether by  acceleration  or otherwise
and is placed  in the  hands of an  attorney  for  collection,  or suit is filed
hereon,   or  proceedings   are  had  in  probate,   bankruptcy,   receivership,
reorganization,  arrangement or other legal  proceedings for collection  hereof,
Maker  and each  other  liable  party  agree to pay Bank its  collection  costs,
including a reasonable amount for attorney's fees, but in no event to exceed the
maximum amount  permitted by law. Maker and each other liable party are and will
be directly and primarily,  jointly and severally, liable for the payment of all
sums  called  for  hereunder,  and  Maker and each  other  liable  party  hereby
expressly  waive  bringing of suit and diligence in taking any action to collect
any sums owing  hereon and in the handling of any  security,  and Maker and each
other  liable  party  hereby  consent  to and  agree  to  remain  liable  hereon
regardless of any renewals,  extensions for any period or rearrangements hereof,
or partial  prepayments  hereon,  or any  release or  substitution  of  security
hereof,  in whole or in part, with or without notice,  from time to time, before
or after maturity.

14. It is the intent of the Maker and Bank in the execution and  performance  of
this note to contract in strict  compliance  with the usury laws of the State of
Texas and the United States of America from time to time in effect. For purposes
hereof,  "interest"  will include the aggregate of all charges which  constitute
interest under such laws that are contracted for,  reserved,  taken,  charged or
received  under  this  note.  In  furtherance  thereof,  the Bank and the  Maker
stipulate  and agree  that none of the terms and  provisions  contained  in this
note,  will  ever be  construed  to  create  a  contract  to pay  for  the  use,
forbearance  or  detention  of money  with  interest  at a rate in excess of the
Highest  Lawful Rate. In the event the Bank or any other holder of the note ever
charges or contracts for any amount in excess of lawful interest,  the documents
or instruments  constituting such charge or contract will be IPSO FACTO modified
without  any  further  action by any party so that no amount in excess of lawful
interest will be charged or  contracted  for. If the Bank or any other holder of
the note ever receives,  collects or applies as interest any amount in excess of
lawful interest,  such amount which would be excessive  interest will be applied
to the reduction of the unpaid principal  balance of the note, and, if upon such
application  the  principal  balance of the note is paid in full,  any remaining
excess will be forthwith paid to the Maker.  In  determining  whether or not the
interest  paid or payable  under any  specific  contingency  exceeds the Highest
Lawful Rate, the Maker and the Bank will, to the maximum extent  permitted under
applicable law, (a) treat all advances as but a single  extension of credit (and
the Maker and the Bank agree that such is the case and that provision herein for
multiple  advances is for convenience  only),  (b) characterize any nonprincipal
payment as an  expense,  fee or premium  rather  than as  interest,  (c) exclude
voluntary prepayments and the effects thereof, and (d) "spread" the total amount
of interest  throughout the entire contemplated term of the note. The provisions
of this  paragraph  will control over all other  provisions of the note or other
documents  executed  in  connection  with  this note  which  may be in  apparent
conflict herewith.
<PAGE>

15. Maker  reserves the option of prepaying the principal of this Note, in whole
or in part, at any time after the date hereof without penalty.  At the option of
Bank, it may demand (at any time at or after  prepayment) all accrued and unpaid
interest  with  respect to the  principal  amount  prepaid  through  the date of
prepayment.  All amounts of  principal  so prepaid and received by the owner and
holder of this Note will be applied to the last  maturing  installments  of this
Note in their inverse order of maturity.

16.  If Maker is  composed  of more  than  one  person  or  entity,  whether  as
individuals,  partners,  partnership, or corporation, each such person or entity
will be jointly and severally liable for Maker's obligations hereunder.

17. This Note is further  secured by the limited  guaranty  agreements of McGraw
Brothers  Investments,  Moriah Investment Partners,  Jon M. Morgan, Eric Oliver,
LCM Partnership,  James M. Alexander,  Forrest Gilliam,  Jr. John Bergman,  John
Norwood and Bruce E. Edgington,  and the unlimited guaranty agreement of W Power
and Light,  LP  (collectively,  the  "GUARANTORS"),  under which the  Guarantors
guarantee the  obligations  of the Debtor under this Note.  This Note is further
secured by a Security Agreement pledging the accounts  receivable of W Power and
Light,  LP.  A  failure  to  describe  all or part of the  security  will not be
considered as a waiver of such security.

18. Bank reserves the right,  exercisable in Bank's sole  discretion and without
notice to Maker or any  other  person,  to sell  participations,  to assign  its
interest or both,  in all or any part of the Note or the debt  evidenced  by the
Note.

19. Unless  otherwise  specified  below,  this Note shall be construed under and
governed by the laws of the State of Texas (including  applicable  federal law),
but in any event TEX. FIN. CODE ANN.  SECTION 346.001 et. seq. (which  regulates
certain  revolving loan accounts and revolving  tripartite  accounts)  shall not
apply to the loan evidenced by this Note.
<PAGE>

20. Unless changed in accordance with the law, the applicable rate ceiling under
Texas law shall be the  indicated  (weekly)  rate  ceiling  from time to time in
effect as provided in TEX. FIN. CODE ANN. Section 303.001 et seq., as amended.


21. Maker  warrants and represents to the Bank, and to all other holders of this
note  that all  loans  evidenced  by this  Note  are and  will be for  business,
commercial, investment or other similar purposes and not primarily for personal,
family,  household or agricultural use, as such terms are used in TEX. REV. CIV.
STAT. ANN. ART. 5069-1D. 201, as amended.

22. By execution of this Note,  Maker  acknowledges the receipt of the following
notices from Bank:

                  "THIS NOTE, AND ALL OTHER LOAN PAPERS  EXECUTED  SUBSTANTIALLY
                  CONCURRENTLY  HEREWITH  TOGETHER  CONSTITUTE  A  WRITTEN  LOAN
                  AGREEMENT  WHICH  REPRESENTS THE FINAL  AGREEMENT  BETWEEN THE
                  PARTIES  AND MAY NOT BE  CONTRADICTED  BY  EVIDENCE  OF PRIOR,
                  CONTEMPORANEOUS,   OR  SUBSEQUENT   ORAL   AGREEMENTS  OF  THE
                  PARTIES."

                  "THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES."

Address:                                 AMEN PROPERTIES, INC.

303 W. WALL STREET, SUITE 2300
MIDLAND, TEXAS 79701


                                         By: /s/  JON M. MORGAN
                                         ------------------------------------
                                                  JON M. MORGAN, PRESIDENT
<PAGE>










         By  its  signature,   Bank   acknowledges   the  truth  of  the  notice
hereinabove.

                                         WESTERN NATIONAL BANK



                                         BY:    /s/     WESLEY D. BOWNDS
                                         ---------------------------------------
                                                        WESLEY D. BOWNDS
                                                         PRESIDENT
                                                                            BANK