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                            SECURITY TRUST DEED



                                  between

                        CHAPARRAL RESOURCES, INC.,
                  CENTRAL ASIAN PETROLEUM (GUERNSEY) LTD,
                       CENTRAL ASIAN PETROLEUM, INC.
                                    AND
                      CLOSED TYPE JSC KARAKUDUKMUNAY
                              as the Obligors


                      SHELL CAPITAL SERVICES LIMITED
                             as Facility Agent


                                    and


                THE LAW DEBENTURE TRUST CORPORATION P.L.C.
                            as Security Trustee





                           Dated 7 February 2000

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                               WHITE & CASE
                               7-11 MOORGATE
                              LONDON EC2R 6HH





     This SECURITY TRUST DEED (this "Deed") is dated 7 February 2000 and is
made between:

     (1)  CHAPARRAL RESOURCES, INC. a company organised and existing under
the laws of Delaware (the "Borrower");

     (2)  CENTRAL ASIAN PETROLEUM (GUERNSEY) LIMITED, a company organised
and existing under the laws of Guernsey, CLOSED TYPE JSC KARAKUDUKMUNAY, a
company organised and existing under the laws of the Republic of
Kazakhstan, and CENTRAL ASIAN PETROLEUM, INC., a company organised and
existing under the laws of the state of Delaware (each a "Co-Obligor" and,
together with the Borrower, the "Obligors");

     (2)  SHELL CAPITAL SERVICES LIMITED, a company organised and existing
under the laws of England, in its capacity as Facility Agent for the
Finance Parties (the "Facility Agent"); and

     (3)  THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company organised
and existing under the laws of England, as security trustee for the Finance
Parties (the "Security Trustee").

     R E C I T A L S:

     A.   Pursuant to a loan agreement dated 1 November, 1999 (the "Loan
Agreement") between the Borrower, the Co-Obligors, Shell Capital Limited,
Shell Capital Services Limited and the Lenders (as defined therein), the
Lenders have agreed to make available to the Borrower a secured loan
facility of up to US$ 24,000,000 on the terms and subject to the conditions
contained therein.

     B.   It is a condition precedent to any drawing under the Loan
Agreement that each of the Obligors enters into this Deed and the other
Finance Documents.

     C.   At the request of the Facility Agent, the Security Trustee has
agreed to act as trustee under this Deed and to hold the benefit of the
security constituted by or pursuant to the Security Documents and the
covenants and obligations of the Obligors under the Security Documents on
trust for the Finance Parties.

     NOW THIS DEED WITNESSETH as follows:

     1.   INTERPRETATION

     1.1  Definitions

     In this Deed (including the recitals) words and expressions defined in
the Loan Agreement shall bear the same respective meanings when used herein
unless otherwise defined herein or the context otherwise requires.  The
following words have, except where the context otherwise requires, the
meanings respectively shown opposite them:

     "Collateral" means any right or interest in or to property of any kind
wherever situated over which a Security Interest is created pursuant to any
Security Document and any Rights of the Security Trustee under any Security
Document.

     "Distribution Proceeds" means all moneys and other property held or
received by the Security Trustee under any of the Security Documents and
all proceeds of all or any part of the Trust Property realised:

     (a)  upon the exercise of remedies by the Security Trustee pursuant to
any of the Security Documents; or

     (b)  upon any distribution, winding up, liquidation or reorganisation
of the Obligors or any of them (whether in bankruptcy, insolvency,
receivership or similar proceedings or upon any assignment for the benefit
of creditors or otherwise); or

     (c)  in any other manner.

     "Enforcement  Action" means the exercise by the Security Trustee of
its Rights under any Security Document following the delivery of an
Enforcement Notice with a view to protecting, enforcing or realising the
Security Interests and other Rights under any Security Document.

     "Enforcement  Notice" means a notice given by the Facility Agent to
the Security Trustee in accordance with the Finance Documents directing the
Security Trustee to commence Enforcement Action.

     "Indemnified  Liabilities" has the meaning specified in Clause 14.2.

     "Legal Proceedings" means the taking of any action (other than
pursuant to an Enforcement Notice) which consists of:

     (a)  filing or joining in the filing of a petition or commencing other
proceedings or seeking reorganisation, bankruptcy, receivership,
trusteeship, liquidation or insolvency of an Obligor or of all or a
substantial part of any such Obligor's assets or any proceeding under any
relevant law similar to the foregoing or having a similar effect which
arises out of the transactions contemplated by the Finance Documents; or

     (b)  commencing or pursuing any action against any Obligor for a
breach of any of the Finance Documents or for any remedy, including an
injunction or declaratory relief in respect of breach or potential breach
of any such Finance Documents.

     "Receiver" means a receiver and manager or other receiver appointed in
respect of the Trust Property under all or any of the Security Documents or
the Law of Property Act 1925.

     "Rights" means rights, benefits, authorities, discretions, remedies,
liberties and powers (in each case, of any nature whatsoever).

     "Secured Liabilities" means all moneys and liabilities (whether actual
or contingent) which are now or may at any time hereafter be due, owing or
payable to any of the Finance Parties from or by the Obligors under or in
connection with (i) the Loan Agreement, (ii) this Deed or (iii) any other
Finance Document, together with all legal and other costs, charges and
expenses which any of the Finance Parties may incur in enforcing or
obtaining, attempting to enforce or obtain, payment of any such moneys and
liabilities.

     "Security Documents" means :

     (a)  each of the following documents:

     (i)  the KKM Pledge Agreement dated the date of this Deed and entered
into between CAP(G) and the Security Trustee;

     (ii) the CAP(D)-CAP(G) Charge over Shares dated the date of this Deed
and entered into between CAP(D) and the Security Trustee;

     (iii)     the CRI-CAP(G) Charge over Shares dated the date of this
Deed and entered into between the Borrower and the Security Trustee;

     (iv) the CRI-CAP(D) Pledge Agreement dated the date of this Deed and
entered into between the Borrower  and the Security Trustee;

     (v)  the Assignment of Insurance Proceeds dated the date of this Deed
and entered into between the Borrower and the Security Trustee;

     (vi) the CRI Assignment dated the date of this Deed and entered into
between the Borrower and the Security Trustee;

     (vii)     the CAP(G) Assignment dated the date of this Deed and
entered into between CAP(G) and the Security Trustee;

     (viii)    the KKM Assignment dated the date of this Deed and entered
into between KKM and the Security Trustee;

     (ix) the KKM Assignment of Insurance dated the date of this Deed and
entered into between KKM and the Security Trustee;

     (x)  the KKM Accounts Assignment dated the date of this Deed and
entered into between KKm and the Security Trustee;

     (xi) the CRI Accounts Assignment dated the date of this Deed and
entered into between the Borrower and the Security Trustee;

     (xii)     the CAP(G) Accounts Assignment dated the date of this Deed
and entered into between CAP(G) and the Security Trustee;

     (xiii)    the Assignment of Reinsurance dated the date of this Deed
and entered into between KKM, the Security Trustee and the insurers and
reinsurers named therein; and

     (b)  any other document which the Borrower, the Security Trustee and
the Facility Agent agree to designate as a Security Document.

     "Trust Property" means all Rights, covenants, undertakings, charges,
assignments, title and Security Interests of the Security Trustee now or in
future arising under or in respect of all or any of the Security Documents
(other than  Rights held only for its own account) and all Distribution
Proceeds.

     1.2  Construction

     (a)  headings are for convenience only and do not affect the
interpretation of this Agreement;

     (b)  words importing the singular include the plural and vice versa;

     (c)  a reference to a natural person includes any company,
partnership, trust, joint venture, association, corpora-tion or other body
corporate and any governmental authori-ty or agency;

     (d)  a reference to a Clause, party, or Schedule is a reference to
that Clause of, or that party, or Schedule to, this Agreement;

     (e)  a reference to a document includes an amendment or supplement to,
or replacement or novation of, that document but disregarding any
amendment, supplement, replacement or novation made in breach of this
Agreement; and

     (f)  a reference to a party to any document includes that party's
successors and permitted assigns.

     2.   DECLARATION OF TRUST

     2.1  The Security Trustee undertakes to hold the Trust Property on
trust for itself, the  Lenders and the other Finance Parties on the terms
and subject to the conditions of  this Deed.

     2.2  The trusts constituted by this Deed and the Security Documents
shall (subject to Clause 2.3) remain in full force and effect until the
Facility Agent certifies to the Security Trustee that the Final Termination
Date has occurred.

     2.3  The perpetuity period applicable hereto under the rule against
perpetuities, if applicable to this Deed, shall be the period of 80 years
from the date of this Deed and every power, authority or discretion to
which the said rule applies which is conferred upon the Security Trustee or
any other person by this Deed shall only be exercisable during that period.

     2.4  On the Final Termination Date:

     (a)  the trusts created in this Deed shall be wound up and each party
     to this Deed shall be released from its respective obligations under
     this Deed (save for those which shall have arisen prior to such
     winding-up including, without limitation, any indemnity obligations
     owed to the Security Trustee in this Deed); and

     (b)  the Security Trustee will, at the cost and expense of the
     Obligors, release the security constituted by the Security Documents
     and reassign to the Obligors or such other person as the Obligors may
     direct or such other person as may be entitled thereto all of the
     Trust Property.

     2.5  Notwithstanding anything to the contrary in any Finance Document,
the Security Trustee shall be entitled to assume that the interests of each
of the Finance Parties hereunder are represented by the Facility Agent.
The Security Trustee shall not be obliged or required to act in accordance
with the directions or request of any Finance Party given pursuant to the
Finance Documents or any related document otherwise than through the
Facility Agent.

     3.   APPOINTMENT, RIGHTS AND DUTIES OF THE SECURITY TRUSTEE

     3.1  The Facility Agent on behalf of itself and each of the other
Finance Parties hereby designates and appoints The Law Debenture Trust
Corporation p.l.c. to act as security trustee for and on behalf of the
Finance Parties as specified in this Deed and in the Security Documents and
The Law Debenture Trust Corporation p.l.c. accepts such designation and
appointment.

     3.2  Subject to the terms and conditions of this Deed, The Law
Debenture Trust Corporation p.l.c. shall have all the Rights vested or to
be vested in the Security Trustee by the Security Documents (before as well
as after any Enforcement Action) and (to the extent not inconsistent with
this Deed and the Security Documents) all powers and discretions conferred
on trustees by the Trustee Act 1925 and in addition:

     (a)  the Security Trustee may, in relation to any of the provisions of
     this Deed, the Security Documents and any other related documents,
     engage and pay for the advice or services of and act (and shall not be
     responsible for any loss occasioned by so acting) on the opinion or
     advice of or any information obtained from any lawyer, accountant,
     banker, broker, surveyor, valuer, engineer, insurance consultant or
     other professional adviser or expert selected by the Security Trustee
     in good faith and with reasonable care whose advice, services, opinion
     or information the Security Trustee may deem necessary, expedient or
     desirable;

     (b)  the Security Trustee shall not be liable for acting on any
     instruction, notification, certification, consent or any other
     communication given under this Deed or the Security Documents believed
     by it to be genuine and correct and purported to be signed or sent by
     or on behalf of the proper person, whether conveyed by letter, telex,
     cable or facsimile transmission;

     (c)  the Security Trustee may place any instruments, documents or
     agreements delivered to it pursuant to or in connection with this Deed
     or any of the Security Documents for the time being in its possession
     in any safe deposit, safe or similar receptacle selected by the
     Security Trustee or with any bank, any company whose business includes
     undertaking the safe custody of documents or any firm of lawyers and
     the Security Trustee shall not be responsible for any loss, cost,
     damages, expense or inconvenience thereby incurred; and

     (d)  save as otherwise expressly provided in this Deed or in any of
     the Security Documents and unless directed to the contrary by the
     Facility Agent, the Security Trustee shall, as regards all Rights
     vested in it by this Deed or any of the Security Documents or by
     operation of law, have absolute and uncontrolled discretion as to the
     exercise or non-exercise thereof and as to the manner and time of any
     such exercise thereof and shall be in no way responsible for any loss,
     costs, damages, expenses or inconveniences resulting from the exercise
     or non-exercise of such Rights.

     3.3  The Security Trustee:

     (a)  shall have no duties or responsibilities except those expressly
     stated in this Deed or (subject to the terms of this Deed) in any of
     the other Security Documents to which it is a party and, for the
     avoidance of doubt, the Security Trustee shall not be required or be
     under any duty to investigate, verify or take any action to
     independently satisfy itself of any matter;

     (b)  shall not be responsible for any loss, cost, damages, expense or
     inconvenience which may result from any action taken or omitted to be
     taken by it under or in connection with any Security Document or under
     any other document or instrument referred to or provided for in any
     Security Document (in any such case whether taken at its discretion
     exercised in accordance with this Deed or on any instruction given in
     accordance with this Deed), except as may arise as a result of its own
     negligence, wilful misconduct or fraud;

     (c)  shall, at the cost of the Obligors, furnish to the Facility
     Agent, promptly upon request therefor, duplicates or copies of all
     reports, notices, requests, demands, certificates, financial
     statements and other documents which are furnished to the Security
     Trustee by any person under any of the Security Documents;

     (d)  shall not be bound to (and it is the intention that it shall not)
     account to any person for any sum received by it for its own account
     or the profit element of any such sum;

     (e)  shall not by virtue of this Deed or the Security Documents be
     concerned with the interests of or owe any duty whatsoever to any
     person other than the Facility Agent;

     (f)  shall be entitled, pending appropriation and distribution under
     this Deed and the Security Documents, to place any sum received,
     recovered or held by it representing or constituting Distribution
     Proceeds in an interest bearing suspense account which it may maintain
     for as long as it thinks fit;

     (g)  shall, notwithstanding any other provision of this Deed or any
     Security Document, not be obliged to become a mortgagee in possession
     under any Security Document;

     (h)  shall not be under any duty, and not be under any liability, to
     any person for omitting to disclose to any party any confidential
     information supplied to it or which comes to its knowledge through any
     of its Affiliates, directors, employees, delegates or agents;

     (i)  shall execute each of the Security Documents to which it is
     expressed to be a party in the form which has been approved by it;

     (j)  shall not be under any obligation to insure any of the Collateral
     or any agreements or documents of title or other evidence in respect
     of the Collateral and shall not be responsible for any loss which may
     be suffered as a result of the lack of, or inadequacy of, any such
     insurance;

     (k)  may after the Secured Liabilities become enforceable and without
     any consent by the Finance Parties release, or concur with the
     Obligors in releasing, any of the Collateral which legal advisers
     reasonably satisfactory to the Security Trustee and/or the Facility
     Agent advise may expose the Security Trustee to any liability (unless
     the Security Trustee has been indemnified, secured or both to its
     satisfaction against such liability);

      (l) if it receives any document in a foreign language with a
     translation into English attached thereto, shall be entitled to assume
     that such translation is accurate and complete unless and until it
     receives written notice to the contrary from any party hereto;

     (m)  may in acting as trustee in relation to any of the Security
     Documents or this Deed (instead of acting personally) employ and pay
     an agent whether being a lawyer or other person to transact or concur
     in transacting any business and to do or concur in doing all acts
     required to be done by the Security Trustee including the receipt and
     payment of money and any security trustee in respect hereof being a
     lawyer, accountant, banker, broker, valuer, auctioneer or other person
     engaged in any profession or business shall be entitled to charge and
     be paid all usual professional and other charges properly incurred for
     business transacted and acts done by him or his firm in connection
     with any of the Security Documents and also his charges in addition to
     disbursements for all other work and business done and at all time
     spent by him or his firm in connection with matters arising in
     connection with any of the Security Documents including matters which
     might or should have been attended to in person by a security trustee
     not being engaged in any profession or business; and

     (n)  shall be entitled to invest moneys which in the opinion of the
     Security Trustee may not be paid out promptly following receipt in the
     name or under the control of the Security Trustee in any of the
     investments for the time being authorised by law for the investment by
     trustees of trust moneys or in any other investments whether similar
     to the aforesaid or not which may be approved by the Facility Agent or
     by placing the same on deposit in the name or under the control of the
     Security Trustee with such bank or financial institution as the
     Security Trustee may think fit and the Security Trustee may at any
     time vary or transpose any such investments for or into any others of
     a like nature and shall not be responsible for any loss due to
     depreciation in value or otherwise of such investments.

     3.4  The Security Trustee (or any of its directors, officers, agents
or employees):

     (a)  shall not be precluded by reason of its acting as Security
     Trustee under this Deed or the Security Documents from underwriting,
     guaranteeing the subscription of, or subscribing for or otherwise
     acquiring, holding or dealing with any debentures, shares or
     securities whatsoever of the Obligors or any of their Affiliates or in
     which any of them may be interested or from entering into any contract
     or financial or other transaction with, or from engaging in any other
     business with, or from accepting or holding the trusteeship of any
     other trust or agreement constituting or securing any securities
     issued by or relating to, the Obligors or any of their Affiliates or
     in which any of them may be interested and shall not be liable to
     account for, and shall be at liberty to keep for its (or his) own
     benefit any profit made or payment received by it thereby or in
     connection therewith;

     (b)  may delegate to agents or attorneys-in-fact to carry out any of
     the rights vested in it by any of the Security Documents and such
     delegation may be made upon and subject to such terms and conditions
     (including the power to sub-delegate) and regulations as the Security
     Trustee may reasonably think fit;

     (c)  may call for a certification as to matters of fact within the
     knowledge of the Obligors or any Finance Party and shall not be liable
     for acting in relation to this Deed or any Security Document on any
     such certificate or any other notice, request, instruction,
     communication or other document purporting to emanate from the
     Obligors or any Finance Party notwithstanding the fact that the same
     shall include some error or omission or not be authentic, save for any
     manifest error except to the extent caused by its negligence or wilful
     misconduct or the negligence or wilful misconduct of any of its
     officers, directors, agents or employees and the Security Trustee
     shall not be bound to call for further evidence nor take steps to
     verify any such certificate, notice, request, instruction,
     communication or other document; and

     (d)  may, in the execution of all or any of the Rights vested in it by
     any of the Security Documents, act by responsible officers or a
     responsible officer for the time being of the Security Trustee.

     4.   NO LIABILITY OF THE SECURITY TRUSTEE

     4.1  None of the Finance Parties is relying on the Security Trustee in
respect of, and the Security Trustee (or any of its officers, directors,
agents or employees) shall not be responsible to any Finance Party for:

     (a)  the financial condition, creditworthiness or affairs of any of
     the Obligors or any of their Affiliates in connection with the
     entering into of the transactions contemplated in connection with the
     Finance Documents and the taking or not taking of any action in
     connection with this Deed and the Security Documents;

     (b)  the title of any of the Obligors or any of their Affiliates to
     any Collateral;

     (c)  the type, adequacy, scope and terms of any insurance maintained
     or required to be maintained by any of the Obligors in relation to the
     Collateral or the business or operations of any of the Obligors and
     the form, scope, substance and adequacy of any report by any insurance
     consultant or any other person in relation to the insurance relating
     to the transactions contemplated by the Security Documents;

     (d)  any recitals, statements, representations or warranties of any
     party (other than the Security Trustee) contained in any Finance
     Document or in any certificate or other document referred to or
     provided for in, or received by any Finance Party under, any Finance
     Document;

     (e)  the value, validity, effectiveness, genuineness, enforceability
     or sufficiency of any Finance Document or any other document referred
     to or provided for in any Finance Document or any Collateral provided
     under any Security Document; or

     (f)  any failure by the Obligors or any of their Affiliates or any
     other person to perform any of its obligations under any Finance
     Document.

     4.2  The Security Trustee (or any of its officers, directors, agents
or employees) shall not be liable for any failure, omission or defect in
perfecting the security constituted pursuant to the Security Documents
including, without limitation:

     (a)  failure to obtain any licence, consent or other authority for the
     execution of any of the Finance Documents (other than those required
     for such execution by the Security Trustee);

     (b)  failure to register any of the Finance Documents or the Security
     Interests created thereby, under the laws of any jurisdiction in
     accordance with any of the documents of title of any of the Obligors
     to the Collateral, or to make any related filings or recordings;

     (c)  failure to effect, protect or procure registration of or
     otherwise protect any Security Interest created by or pursuant to the
     Security Documents under the laws of any relevant jurisdiction; or

     (d)  failure by any Obligor or the Security Trustee to perfect its
     title to all or any part of the Collateral.

     4.3  Nothing in this Deed or any Security Document shall, in any case
in which the Security Trustee has failed to show the degree of care and
diligence required of it as trustee having regard to the provisions of this
Deed, any Finance Document or any applicable law, relieve the Security
Trustee from any liability for breach of trust or any liability which by
virtue of any rule of law would otherwise attach to it in respect of any
negligence, default, breach of duty or breach of trust of which it may be
guilty in relation to its duties under this Deed and the Security
Documents.

     4.4  Each Obligor or the Facility Agent will, on request from the
Security Trustee, promptly give to the Security Trustee a written
certificate in such form as the Security Trustee may require (including
pursuant to Clause 3.4(c)) setting out all information available to it
requested by the Security Trustee to facilitate the performance by the
Security Trustee of its Rights, trusts, powers, authorities, discretions,
duties and obligations under this Deed and the Security Documents.

     4.5  Each Obligor shall execute and do all such assurances, acts,
deeds and things as the Security Trustee may reasonably require for
protecting or perfecting the security over the Collateral and the exercise
of all powers, authorities and discretions vested in the Security Trustee
or in any Receiver and shall in particular execute all transfers,
conveyances, assignments, assurances and registrations of the Collateral,
whether to the Security Trustee or its nominees or purchasers or sub-
purchasers, and give all notices, orders and discretions which the Security
Trustee may think necessary or expedient.  For the purposes of this Clause
4.5, a certificate in writing by the Security Trustee to the effect that
any assurance or thing required by it is reasonably required shall be
conclusive evidence of such fact in the absence of manifest error.

     4.6  Notwithstanding any other provision of this Deed or any other
Security Document, the Security Trustee shall not be obliged to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties or provide any indemnity to, or in favour
of, any Receiver or any person performing a similar function.

     4.7  Each Obligor acknowledges that, in acting under this Deed and the
Security Documents, the Security Trustee, save when given a discretion to
enable it to protect its own interests rather than those of the Finance
Parties, is acting only upon the instructions of the Facility Agent and
each provision of this Deed and the Security Documents requiring the
Security Trustee to act reasonably shall mean the Security Trustee acting
on instructions given by the Facility Agent pursuant to this Deed.  The
Facility Agent shall, in giving such instructions, act reasonably whenever
the Security Trustee is required pursuant to the provisions of any of the
Security Documents to so act, and shall not unreasonably withhold or delay
in giving its consent to any relevant action or omission when the Security
Trustee is prohibited pursuant to any such provision from unreasonably
withholding or delaying in giving consent.  No Obligor shall make any claim
or demand against the Security Trustee in respect of any alleged
unreasonableness in the performance of or exercise or failure to perform or
exercise any duty or right when it does so on the instructions of the
Facility Agent.

     4.8  Nothing in this Clause 4 shall limit any rights of any of the
parties under any representations, warranties, covenants or indemnities
given by any of the parties to the Security Documents.

     5.   INSTRUCTIONS OF THE FACILITY AGENT

     5.1  The Security Trustee shall in all instances take action in
accordance with the prior written instructions of the Facility Agent.  No
Finance Party other than the Facility Agent shall be entitled to require
the Security Trustee to take any action or proceeding under any of the
Security Documents, whether to enforce the performance of any covenant or
obligation of any Obligor or otherwise.

     5.2  The Security Trustee shall exercise and enforce such Rights under
the Security Documents or in respect of all or any part of the Collateral
as shall be specified in any Enforcement Notice given in accordance with
Clause 6.4.   All Distribution Moneys arising from any such exercise or
Enforcement Action shall be applied in accordance with Clause 15.

     6.   TRUST PROPERTY AND POWERS OF ENFORCEMENT

     6.1  The Security Interests created by the Security Documents shall be
held by the Security Trustee as a continuing security for the payment in
full of the Secured Liabilities notwithstanding any settlement of account
or any other act, event or matter whatsoever.

     6.2  The Security Interests created by the Security Documents shall
not be satisfied by any intermediate payment or satisfaction of any amount
hereby or thereby secured and the security so created shall be in addition
to and shall not be prejudiced by any other security or guarantee now or
hereafter held by the Security Trustee or any other person for all or any
part of the Secured Liabilities hereby and thereby secured.

     6.3  Every power and remedy given to the Security Trustee herein shall
be in addition to and not a limitation of any other power or remedy vested
in the Security Trustee under any of the Security Documents or by statute,
rule of law or otherwise and all such powers may be exercised from time to
time and as often as the Security Trustee deems expedient.

     6.4  At any time after the Facility Agent delivers to the Security
Trustee a copy of any Enforcement Notice confirming that it has been
delivered to the Obligors and directs the Security Trustee to take
Enforcement Action in respect of an Event of Default, the Security Trustee
shall exercise and enforce such Rights under the Security Documents or in
respect of all or any part of the Collateral as shall be specified in such
notice but subject always to the provisions of this Deed.  All Distribution
Proceeds arising from any such exercise or Enforcement Action shall be
applied in accordance with Clause 15.

     7.   RELIANCE

     7.1  If the Security Trustee is unsure as to the application of any
provision of this Deed, any provision of the Security Documents or as to
any action to be taken by it under this Deed or the Security Documents, it
shall request instructions from the Facility Agent.

     7.2  In the absence of written instructions following a request under
Clause 7.1, the Security Trustee may refuse to act until it receives such
written instructions from the Facility Agent.

     7.3  Any instructions of the Facility Agent in accordance with this
Deed, and any action taken in accordance with such instructions shall be
binding on each of the parties to this Deed and the other Finance Parties.
The Security Trustee shall be entitled to rely upon any directions or any
instructions given or purported to be given by the Facility Agent,
notwithstanding any error in transmission or that such directions or
instructions prove not to be genuine, and such directions or instructions
shall be conclusively deemed to be valid directions or instructions from
the Facility Agent to the Security Trustee for the purposes of this Deed
provided that the Security Trustee may decline to act on any such
directions or instructions where in the opinion of the Security Trustee
they are insufficient, incomplete, inconsistent or not received by the
Security Trustee in sufficient time to act thereon in accordance therewith
and provided further that the Facility Agent shall be responsible for any
loss, claim or expense incurred by the Security Trustee for carrying out
such directions or instructions.

     7.4  Each instruction given to the Security Trustee under this Deed
shall specify the Clause and applicable paragraph or sub-clause thereof
under which the instruction is being given.

     7.5  The Security Trustee shall not be under any obligation:

     (a)  for any reason to advance its own funds for payment of any cost
     or expense in order to carry out the instructions of the Facility
     Agent; or

     (b)  otherwise to incur any liability in the performance of any of its
     duties or in the exercise of any of its rights or powers under this
     Deed or any other Security Document, if it has grounds for believing
     that payment of its fees, costs and expenses, or repayment of such
     funds or adequate indemnity against taking such action or against such
     risk or liability is not assured to it.

     7.6  The Security Trustee may refrain from taking any action under any
of the Security Documents if it determines that such action would be
contrary to the terms of any Security Document or any relevant law and may
do anything which is, in its absolute discretion, necessary to comply with
any relevant law or if it has not been indemnified to its satisfaction.
The Security Trustee shall make such determination as promptly as
practicable and upon making such determination shall notify the Facility
Agent of any such determination.

     8.   EVENTS OF DEFAULT

     The Security Trustee shall not be deemed to have knowledge or notice
of the occurrence of a Potential Event of Default or an Event of Default,
and shall be entitled to (and it is its intent that it shall) assume
without enquiry that no Potential Event of Default or an Event of Default
has occurred and that each of the Obligors is duly performing and observing
all the covenants and provisions contained in the Finance Documents to be
performed or observed on its part, unless it has received a notice
specifying a Potential Event of Default or Event of Default has occurred
from an Obligor or from the Facility Agent.

     9.   THE COLLATERAL

     9.1  Except as provided in this Deed, the Security Trustee shall not
have any power, right or authority to, and agrees that it will not manage,
control, use, sell, dispose of or otherwise deal with all or any part of
the Collateral or take any other action (including instituting or pursuing
any Legal Proceedings) under any of  the Security Documents, except as
expressly provided by the terms of this Deed or as expressly provided in
instructions by the Facility Agent.

     9.2  The Facility Agent irrevocably authorises and empowers the
Security Trustee at its direction to demand, sue and prove for, collect and
receive every payment or distribution provided for by any Security Document
and give acquittance therefor and to file claims and take such other
proceedings, in the Security Trustee's own name, the name of the Facility
Agent or otherwise, as the Security Trustee may deem necessary or advisable
for the enforcement of the provisions of the Security Documents or
otherwise to ensure the payment of debts in accordance with the priorities
set out in this Deed.

     9.3  The Facility Agent will execute or procure the execution of and
deliver to the Security Trustee such powers of attorney, assignments or
other instruments as may be requested by the Security Trustee or as
otherwise provided in this Deed in order to enable the Security Trustee or
any Receiver to enforce any and all claims upon or with respect to the
Collateral or any part thereof and to collect and receive any and all
payments or distributions which may be payable or deliverable at any time
upon or with respect to the Collateral or any part thereof.

     10.  RETIREMENT OF SECURITY TRUSTEE

     10.1 Subject to the appointment and acceptance of a successor to the
Security Trustee as provided below, the Security Trustee may (i) resign at
any time and for any reason by giving not less than three months' notice in
writing to the Facility Agent and the Obligors and (ii) be removed at any
time with or without cause by the Facility Agent. Upon any such resignation
or removal, a successor Security Trustee shall be appointed by the Facility
Agent and, unless a Potential Event of Default or Event of Default has
occurred, with the consent of the Obligors (which consent shall not be
unreasonably withheld or delayed).  The Security Trustee shall not be
responsible for any cost caused by its resignation.

     10.2 If no successor Security Trustee is so appointed and has accepted
such appointment within thirty days after the retiring Security Trustee's
notice of resignation or the removal of the Security Trustee, then the
Facility Agent may, on behalf of the Finance Parties, appoint a successor
Security Trustee and, unless a Potential Event of Default or Event of
Default has occurred, with the consent of the Obligors (which consent shall
not be unreasonably withheld or delayed).  Such successor shall be a trust
corporation or commercial bank which is acceptable to the Facility Agent.
If the Facility Agent is unable to appoint a successor within 30 days after
the expiration of the 30-day period referred to in the preceding sentence,
the Security Trustee may apply to any court of competent jurisdiction to
appoint a successor Security Trustee to act until such time, if any, as a
successor Security Trustee is appointed by the Facility Agent. Until the
appointment of a successor Security Trustee, the retiring or removed
Security Trustee shall continue to act as Security Trustee.

     10.3 Any successor Security Trustee appointed by such court shall
immediately and without further act be superseded by any successor Security
Trustee appointed by the Facility Agent.

     10.4 Upon the acceptance of any appointment as Security Trustee by a
successor Security Trustee, such successor Security Trustee shall
immediately succeed to and become vested with all the Trust Property, the
Rights and duties of the retiring Security Trustee, and the retiring
Security Trustee shall be discharged from any further duties and
obligations under the Security Documents.  Upon the written request of such
successor Security Trustee and subject to receipt of such indemnity as to
costs and expenses incurred as the retiring Security Trustee may reasonably
require, such retiring Security Trustee shall execute and deliver an
instrument transferring to such successor Security Trustee, subject to the
terms of the Security Documents, all the Rights and duties of such retiring
Security Trustee, and such retiring Security Trustee shall assign,
transfer, deliver and pay over to such successor Security Trustee any funds
or other property then held by such retiring Security Trustee under the
Security Documents. After any retiring Security Trustee's resignation or
removal in accordance with this Clause, the provisions of this Clause 10
shall continue in effect in respect of any actions taken or omitted to be
taken by it while it was acting as Security Trustee.  No such resignation
or  removal shall relieve it from any liability under this Deed in respect
of actions taken or omitted to be taken by it while acting as Security
Trustee.

     11.  APPOINTMENT OF ADDITIONAL SECURITY TRUSTEE

     11.1 If at any time or from time to time:

     (a)  it is necessary in order to comply with any provision of the
     Security Documents or any legal requirements, restrictions or
     conditions of any jurisdiction in which all or any part of the
     Collateral is located or for enforcing a judgment already obtained; or

     (b)  the Security Trustee considers, on the basis of advice by legal
     advisers satisfactory to it, that it is necessary or prudent in the
     interest of the Finance Parties; or

     (c)  the Facility Agent so requests in writing,

the Security Trustee shall on not less than 14 days' notice to the Facility
Agent and the Obligors (including copies of any documents received by the
Security Trustee pursuant to sub-paragraphs (a), (b) or (c) above) take
such action (including, to the extent required, the execution and delivery
of other instruments and agreements) as may be necessary or proper to
constitute another bank or trust company (or one or more other persons
approved by the Facility Agent) either to act as an additional security
trustee with respect to all or any of the Trust Property jointly with the
Security Trustee, or to act as separate security trustee with respect to
any such Trust Property (any such additional trustee or separate security
trustee being referred to in this Deed as an "ADDITIONAL SECURITY
TRUSTEE").  References herein to the Security Trustee shall be deemed to
include a reference to any Additional Security Trustee unless the context
otherwise requires.  An Additional Security Trustee shall be a reputable
trust corporation or commercial bank.  Any Additional Security Trustee
shall not be appointed if the Facility Agent notifies the Security Trustee
prior to the appointment of such person that it objects to such
appointment.  Such reasonable remuneration as the Security Trustee may pay
to any such person, together with any attributable costs, charges and
expenses properly incurred by it in performing its function as such
Additional Security Trustee shall for the purposes of this Deed and the
Security Documents be treated as costs, charges and expenses incurred by
the Security Trustee.

     11.2 Subject always to the provisions of the Security Documents, the
Additional Security Trustee shall have such powers as may be granted
pursuant to this Clause 11, and shall be vested with any property, title or
Right of the Security Trustee deemed necessary or advisable by the Security
Trustee, provided that:

     (a)  all Rights, duties and obligations conferred or imposed upon the
     Security Trustee shall be conferred or imposed upon and exercised or
     performed by the Security Trustee and such Additional Security Trustee
     jointly, except to the extent that under any law of any relevant
     jurisdiction in which any particular act or acts are to be performed,
     the Security Trustee shall be incompetent or not qualified to perform
     such act or acts, in which event such Rights, duties and obligations
     shall be exercised and performed by such Additional Security Trustee
     with the consent of the Security Trustee; and

     (b)  neither the Security Trustee nor any Additional Security Trustee
     shall be personally liable by reason of any act or omission of the
     other under this Deed or any Security Document.

     11.3 If at any time the Security Trustee considers it appropriate or
has been requested to do so in writing by the Facility Agent, the Security
Trustee shall notify the Facility Agent and the Obligors of its intention
to remove the Additional Security Trustee.  In the case of a proposed
removal considered appropriate by the Security Trustee, if the Facility
Agent does not object to such removal within 14 days of the date of such
notice, or within 14 days of the date of the request of the Facility Agent,
the Security Trustee shall execute and deliver an agreement supplemental to
this Deed and all other instruments and agreements necessary or proper to
remove any Additional Security Trustee.  The Security Trustee shall remove
any Additional Security Trustee within 14 days after the written request of
the Facility Agent.

     12.  COMPENSATION

     12.1 The Borrower will pay to the Security Trustee for its own account
a fee for acting as the Security Trustee under the Security Documents as
agreed in writing between the Security Trustee and the Borrower from time
to time.

     12.2 Subject to Clause 12.3, if the Security Trustee enforces the
security constituted by the Security Documents or is requested to undertake
duties which the Security Trustee and the Obligors and the Facility Agent
agree to be of an exceptional nature or otherwise outside the scope of the
normal duties of the Security Trustee under the Security Documents or
hereunder the Obligors shall pay to the Security Trustee (on a joint and
several basis) such additional remuneration as shall be agreed between
them.

     12.3 If any of the parties hereto fail to agree:

     (a)  (in a case to which Clause 12.1 applies) upon the amount of the
     remuneration; or

     (b)  (in a case to which Clause 12.2 applies) upon whether such duties
     shall be of an exceptional nature or otherwise outside the scope of
     the normal duties of the Security Trustee under the Security Documents
     or hereunder, or upon such additional remuneration,

such matters shall be determined by a merchant bank (deemed to be acting as
an expert and not as an arbitrator) selected by the Security Trustee and
approved by the Obligors and the Facility Agent or, failing such approval,
nominated (on the application of the Security Trustee) by the President for
the time being of the Law Society of England and Wales in England and Wales
(the  expenses involved in such nomination and the fees of such merchant
bank being payable by the Obligors (on a joint and several basis) or if the
Obligors fail to pay such fees and expenses, the Facility Agent shall pay
them in accordance with Clause 14.9 and the determination of any such
merchant bank shall be final and binding upon the Security Trustee, the
Obligors and the Facility Agent. During the continuance of an Event of
Default or Potential Event of Default, the Security Trustee and the
Facility Agent shall not require the agreement or approval to the Obligors
in the circumstances described in this Clause 12 and the agreement of the
Facility Agent shall be binding on the Obligors.

     12.4 The remuneration and any additional remuneration payable under
this Clause 12 shall be paid exclusive of value added tax and similar tax
which shall be added at the rate (if any) applicable and paid by the
Obligors (on a joint and several basis) or the Facility Agent, as the case
may be.

     13.  COSTS; INDEMNIFICATION OF THE SECURITY TRUSTEE

     13.1 The Obligors shall pay to the Security Trustee (on a joint and
several basis) all costs, charges and expenses (including without
limitation, travelling expenses and legal fees) of the Security Trustee
properly incurred by the Security Trustee in connection with the
negotiation, preparation and execution of this Deed, any other Security
Document and any other documents relating to any of them, the exercise of
the Rights or the execution of the trusts vested in it by or pursuant to
any of the Security Documents or in the release of the security constituted
by any of the Security Documents (in each case including but not limited to
legal fees and stamp duty) and all value added tax and similar tax charged
or chargeable in respect of such documents.

     13.2 The Obligors shall jointly and severally indemnify the Security
Trustee and keep  it indemnified against all liabilities, costs, claims,
penalties, taxes (other than  taxes imposed on the overall net income of
the Security Trustee by the jurisdiction of its incorporation or any of its
operations or in any political subdivision of any such jurisdiction by
reference to the net income, profits or gains of the Security Trustee world-
wide or such of its net income profits or gains which arise in, or relate
to, that jurisdiction on overall net income ("INCOME TAX")), proceedings,
fines, demands, charges and expenses (including in each case value added
tax and any similar tax charged or chargeable in respect of such costs,
charges and expenses) (the "INDEMNIFIED LIABILITIES"):

     (a)  to which the Security Trustee or any person appointed by it
     becomes subject by reason of acting as Security Trustee or in the
     execution of the Rights vested in it by this Deed or the Security
     Documents; and

     (b)  in respect of any matter or thing done or omitted to be done,
     including in connection with the enforcement of the security
     constituted by or pursuant to this Deed or the Security Documents
     except to the extent such liabilities, costs, claims, penalties, or
     taxes are sustained or incurred as a result of the negligence, wilful
     misconduct or fraud of the Security Trustee.

     13.3 Notwithstanding anything else contained in this Deed or the
Security Documents, if the Security Trustee is required by law to make any
deduction or withholding from any distribution or payment made by it under
any of the Security Documents or if the Security Trustee is otherwise
charged to tax (other than Income Tax) as a consequence of performing its
duties under the Security Documents, then the Security Trustee shall be
entitled to make such deduction or withholding or (as the case may be) to
retain out of sums received by it an amount sufficient to discharge any
liability for such deduction, withholding or charge.

     13.4 All sums payable under Clauses 13.1, 13.2 and 13.3 shall be
payable within seven days from the date of demand by the Security Trustee.

     13.5 The Security Trustee shall be entitled, but not obliged, from
time to time to effect or obtain such insurances and indemnities as it may
properly think fit in relation to any liabilities which it may be or become
subject as Security Trustee under or in connection with any of the Security
Documents and the Obligors shall pay to the Security Trustee on demand (on
a joint and several basis) all such proper costs, charges and expenses
(including value added tax and any similar tax charged or chargeable in
respect thereof) incurred by the Security Trustee in effecting or
obtaining, renewing and maintaining any insurances as aforesaid (other than
in respect of liabilities of the Security Trustee to any one or more of the
Obligors and the Finance Parties under the Security Documents).

     13.6 If an Obligor or Facility Agent fails to pay any amount payable
to the Security Trustee on the due date for payment in accordance with this
Deed or any Security Document, such sums shall (after as well as before
judgment) bear interest at the rate determined by the Security Trustee to
be 2% per annum above the base rate of National Westminster Bank plc from
time to time.

     13.7 If at any time an Obligor is required to make any deduction or
withholding in  respect of taxes (excluding tax on the overall net income
of the Security Trustee and any taxes or charges contested in good faith)
from any payment due to the Security Trustee or any other Finance Party
under this Deed or any Security Document the sum due from such Obligor in
respect of such  payment shall be increased to the extent necessary to
ensure that, after the making of such deduction or withholding, the
Security Trustee and each other Finance Party receives (on the due date for
such payment and free from any liability in respect of such deduction or
withholding) a net sum equal to the sum which it would have received had no
such deduction or withholding been required to be made.  The Obligors shall
jointly and severally indemnify the Security Trustee and each other Finance
Party against any losses or costs incurred by any of them by reason of any
failure of an Obligor to make any deduction or withholding or by reason of
any increased payment not being made on the due date for such payment.  The
Obligors shall promptly deliver to the Security Trustee any receipts,
certificates or other proof evidencing the amounts (if any) paid or payable
in respect of any  deduction or withholding as aforesaid.

     13.8 If any sum due from an Obligor under this Deed or any  order or
judgment given or made in relation to this Deed has to be converted from
the currency (the "FIRST CURRENCY") in which the same is payable under this
Deed or under such order or judgment into another currency (the "SECOND
CURRENCY") for the purpose of

     (a)  making or filing a claim or proof against any Obligor;

     (b)  obtaining an order or judgment in any court or other tribunal; or

     (c)  enforcing any order or judgment given or made in relation to this
     Deed,

the Obligors shall jointly and severally indemnify and hold harmless the
Security Trustee from and against any loss suffered as a result of any
difference between (i) the rate of exchange used for such purpose to
convert the sum in question from the first currency into the second
currency and (ii) the rate or rates of exchange at which the Security
Trustee may in the ordinary course of business  purchase the first currency
with the second currency upon receipt of a sum paid to it in satisfaction,
in whole or in part, of any such order, judgment, claim or proof.  Any
amount due from an Obligor under this clause shall be due as a separate
debt and shall not be affected by judgment being obtained for any other
sums due under or in respect of this Deed and the term "rate of exchange"
includes any premium and costs of exchange payable in connection with the
purchase of the first currency with the second currency.

     13.9 If an Obligor fails within 30 days of demand to make any payment
which it is obliged to discharge or to indemnify the Security Trustee in
accordance with this Deed or any other Security Document, the Facility
Agent shall indemnify the Security Trustee against any such failure.

     13.10     If the Security Trustee receives any notice, demand, letter
or other document requiring any payment in respect of any claim from which
it appears that the Security Trustee may become entitled to indemnification
under this Clause 13, the Security Trustee shall promptly give notice in
writing to the Facility Agent following receipt of the relevant notice,
demand, letter or other document.

     13.11     The Facility Agent shall be entitled to resist the claim in
the name of the Security Trustee at its own expense and to control the
conduct of any appeal, dispute, compromise or defence of the claim and any
incidental negotiations.  The Facility Agent shall consult with the
Security Trustee in respect of such appeal, dispute, compromise or defence
or negotiations.  The  Security Trustee will give all reasonable
cooperation, access and assistance for the purposes of considering and
resisting such claim.  If the Facility Agent subsequently reasonably
believes that it is not liable to indemnify the Security Trustee with
respect to such claim, then it shall:

     (a)  notify the Security Trustee to such effect; and

     (b)  upon the giving of such notice, cease to take action in the name
     of the Security Trustee in respect of the relevant claim.

     (c)  To the extent that the Security Trustee is not entitled to be
     indemnified by an Obligor for all of the liability arising out of the
     act or omission which is the subject of the claim, no action shall be
     taken by the Finance Party without the consent of the Security Trustee
     which may increase the amount of any payment which the Security
     Trustee may be required to make in respect of that part of the  claim
     which is not covered by the indemnity under this Deed.

     (d)  The Security Trustee shall be free to pay or settle any claim
     referred to in Clause 13.10 on such terms as it may think fit (without
     prejudice, however, to its other obligations under this Deed) if
     within 14 days of the notice from the Security Trustee under Clause
     13.10 the Facility Agent fails to notify the Security Trustee of its
     intention to dispute the claim.

     13.12     For the avoidance of doubt, the parties acknowledge that no
failure by the Security Trustee to deliver the notice referred to in Clause
13.10 (provided the Security Trustee has acted in accordance with its duty
of care under this Deed), and no provision of any of the Security
Documents, shall limit or restrict or be construed as limiting or
restricting the rights of the Security Trustee under this Clause 13.

     13.13     The Obligors shall jointly and severally indemnify and hold
harmless the Facility Agent against, and pay to it within five Business
Days of demand by the Facility Agent, any liabilities, actions, proceedings
or demands or costs, losses, claims or expenses which it may suffer or
incur pursuant to this Deed (including, but not limited to, any sums paid
or payable by the Facility Agent under Clauses 12 and 13).

     13.14     Unless otherwise specifically stated in any discharge of
this Deed the provisions of Clauses 12 and 13 shall continue in full force
and effect notwithstanding the discharge of this Deed or the resignation or
other removal of the Security Trustee.

     14.  DISTRIBUTION OF PROCEEDS

     14.1 Subject to Clause 3.3(f), after the security constituted by the
Security Documents shall have become enforceable, the Security Trustee
shall appropriate and distribute all Distribution Proceeds (subject to the
payment of debts which by law have priority) in the following manner and
order (but so that in each case only if and to the extent that
appropriations and distributions of a higher priority have been made in
full):

     (a)  first, in or towards payment of all costs, charges, expenses and
     liabilities (together with accrued interest thereon as provided in any
     other Security Document) properly incurred by the Security Trustee or
     any Receiver, attorney, agent, delegate or other person appointed by
     the Security Trustee under any of the Security Documents in the
     exercise or purported exercise of any Rights, powers, authorities or
     discretions vested in it or him pursuant to any of the Security
     Documents in respect of any Security Interest created by an Obligor or
     any Security Document executed by an Obligor;

     (b)  second, to the extent Distribution Proceeds remain after the
     application pursuant to paragraph (a) of this Clause 14.1, in or
     towards payment of all fees, costs, charges and expenses (together
     with accrued interest thereon as provided in any Finance Document)
     properly incurred by any Finance Party in the exercise or purported
     exercise of any powers, duties, obligations or discretions vested in
     it or him pursuant to any of the Finance Documents;

     (c)  third, to the extent Distribution Proceeds remain after the
     application pursuant to paragraphs (a) and (b) of this Clause 14.1, in
     or towards payment pro rata of any interest due to the Lenders in
     respect of the Secured Liabilities;

     (d)  fourth, to the extent Distribution Proceeds remain after the
     application pursuant to the preceding paragraphs (a), (b) and (c) of
     this Clause 14.1, in or towards payment pro rata of any principal due
     to the Lenders in respect of the Secured Liabilities;

     (e)  fifth, to the extent Distribution Proceeds remain after the
     application pursuant to the preceding paragraphs (a), (b), (c) and
     (d), in or towards payment pro rata of all remaining sums or
     liabilities due or owed to the Finance Parties in respect of the
     Secured Liabilities; and

     (f)  the surplus (if any) after the payment in full of the Secured
     Liabilities shall be paid to or to the order of the Borrower or to
     such other person as the Borrower may notify to the Security Trustee,
     or as otherwise required by any court of competent jurisdiction or the
     laws of any relevant jurisdiction.

it being understood and agreed that each of the Obligors shall remain
jointly and severally liable to the extent of any deficiency between the
amount of the Distribution Proceeds and the aggregate amount of the sums
referred to in clauses (a), (b), (c), (d) and (e) of this Clause 14.1 with
respect to the Secured Liabilities.

     14.2 Clause 14.1 is subject to:

     (a)  if, after discharge of the costs, charges, expenses and
     liabilities (together with accrued interest thereon) referred to in
     paragraphs (a) and (b) above, the Distribution Proceeds remaining are
     insufficient to discharge in full any of the aggregate amounts
     referred to in any of paragraphs (c), (d) or (e) above, as the case
     may be, such remaining Distribution Proceeds shall be paid to the
     Facility Agent to be distributed pari passu and rateably to the
     Lenders in proportion to the respective portions of the Secured
     Liabilities owing to each Lender;

     (b)  as between the Lenders, a Lender shall be deemed to have received
     from the Security Trustee any amount which the Security Trustee is  at
     any time required by law to deduct or withhold on account of tax from
     any distribution received by that Lender under this Deed, provided
     that this shall not prejudice any right which that Lender may have
     against an Obligor (whether under a grossing-up clause or otherwise)
     but as between the Lenders, any such indebtedness shall rank after all
     other sums due and owing in respect of the Secured Liabilities; and

     (c)  if any Distribution Proceeds shall be denominated in a currency
     (the "relevant currency") other than that in which any Secured
     Liability is expressed to be payable (the "contractual currency") the
     Security Trustee shall convert the relevant Distribution Proceeds into
     the contractual currency and apply the same in accordance with the
     foregoing provisions, but so that no action taken by the Security
     Trustee pursuant to this paragraph (c) shall in any way prejudice or
     affect the rights or claims which any Finance Party may have pursuant
     to the terms of the Finance Documents.

     14.3 All payments required to be made hereunder or under any other
Security Document shall be made at such times as the Security Trustee in
its absolute discretion determines to be as soon as reasonably practical,
having regard to all relevant circumstances.

     14.4 All payments required to be made hereunder or under any other
Security Document shall be made to the Facility Agent for the account of
the Finance Parties.  An acknowledgement of receipt signed by the Facility
Agent or, as the case may be, the Obligors or its or their appointee, shall
be a good discharge of the Security Trustee.

     14.5 For purposes of applying payments received in accordance with
this Clause 14, the Security Trustee shall be entitled to rely upon the
Facility Agent for a determination (which the Facility Agent agrees to
provide upon request of the Security Trustee) as to the amount, currency
and nature of the outstanding Secured Liabilities owed to any Finance
Party. The Security Trustee shall be entitled to rely on any such
certificate.

     14.6 If and to the extent that any appropriation or distribution shall
at any time thereafter transpire to have been invalid or any sum so
distributed has to be refunded to any person under any law relating to
bankruptcy, insolvency or winding up or otherwise, the relevant
distribution shall be deemed never to have been made provided that any
benefit obtained by the person to whom the relevant distribution was
originally made from the use of the amount so distributed shall so long as
it  is retained (free from liabilities) by such person, be deducted from
any interest which becomes payable in accordance herewith on such amount
from the date of such distribution to the date on which it is deemed never
to have been made (such resulting amount never however to be a negative
amount).

     14.7 Any distribution or payment or transfer required to be made by
the Security Trustee under this Deed shall be made subject to any
applicable laws and regulations.

     15.  AMENDMENT AND WAIVER

     15.1 No amendment, modification, supplement or waiver of any provision
of this Deed, nor consent to any departure by the Obligors herefrom or
therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Security Trustee with the consent of the Facility
Agent and the Obligors and then such amendment, modification, supplement,
waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.

     15.2 No course of dealing and no delay or failure of the Security
Trustee or any other Finance Party in exercising any Right or remedy under
this Deed or the other Finance Documents or any other agreements, documents
or instruments pursuant to or in connection herewith or therewith shall
affect any other or future exercise thereof or the exercise of any other
Right or remedy; nor shall any single or partial exercise of any such Right
or remedy, or any abandonment or discontinuance of steps to enforce the
same, preclude any further exercise thereof or of any other Right or
remedy.

     15.3 The Security Trustee may (without prejudice to its rights in
respect of any subsequent breach) from time to time and at any time
authorise or waive, on such terms and conditions as it may specify, any
breach by the Obligors of any of the covenants or provisions contained in
any of the Security Documents, provided always that the Security Trustee
shall not exercise any powers conferred on it by this Clause unless it has
been directed to do so by the Facility Agent.  No such direction shall
affect any authorisation or waiver previously given or made.  Any such
waiver or authorisation shall be binding on all of the Finance Parties.

     15.4 Time is of the essence of each of the Facility Agent's and each
Obligor's obligations under this Deed but no failure to exercise, nor any
delay in exercising, on the part, of the Security Trustee, any right or
remedy under this Deed shall operate as a waiver thereof, nor shall any
single or partial exercise of any right or remedy prevent any further or
other exercise thereof or the exercise of any other right or remedy.  The
rights and remedies contained in this Deed are cumulative and not exclusive
of any rights or remedies provided by law.  The Security Trustee may agree
to any waiver of any of its rights or remedies under this Deed on such
terms as it sees fit.

     16.  SEVERABILITY

     If, at any time, any provision of this Deed is or becomes illegal,
invalid or unenforceable in any respect under the law of any relevant
jurisdiction, neither the legality, validity or enforceability of the
remaining provisions of this Deed under the law of that jurisdiction nor
the legality, validity or enforceability of that or any other provision of
this Deed under the law of any other relevant jurisdiction shall in any way
be affected or impaired thereby unless the effect of the foregoing would be
substantially to alter the rights and obligations of the parties original
agreement.

     17.  ASSIGNMENT

     17.1 Neither the Security Trustee nor any Obligor may assign or
transfer its rights and obligations under this Deed without the prior
written consent of the Facility Agent. Such consent shall be deemed given
to any assignment made in accordance with Clause 10.

     17.2 This Deed shall bind the parties hereto and each of their
respective successors, assignees and transferees and the parties to any
novation of the rights and obligations under this Deed.

     18.  NOTICES

     18.1 All notices or other communications shall be in writing addressed
to the relevant party. A written notice includes a notice by facsimile
transmission. Any such notice shall be deemed to be given as follows:

     (a)  if by personal delivery or letter, when delivered;

     (b)  if by facsimile, when the answerback is received.

However, a notice given in accordance with the above but received on a non-
working day or after business hours in the place of receipt shall only be
deemed to be given on the next working day in that place.

     18.2 The address and facsimile number of the parties to this Agreement
are:

     (a)  For the Security Trustee:

          The Law Debenture Trust Corporation p.l.c.
          Princes House
          95 Gresham Street
          London EC2V 7LY

          Attention:     The Manager, Trust Management
          Facsimile:     44 (0)20 7696 5261/7606 0643

     (b)  For an Obligor

          c/o Chaparral Resources, Inc.
          16945 Northchase Drive, Suite 1440
          Houston, Texas 77060, USA

          Attention:     President
          Facsimile:     (281) 877 0985

     (c)  For the Facility Agent:

          Shell Capital Services Limited
          Shell Centre
          London SE1 7NA

          Attention:     The Financial Controller
          Facsimile:     44 207 934 7058

or such other as each party may notify to the other parties by not less
than five Business Days' notice.

     18.3 Each communication and document made or delivered by one party to
another pursuant to this Deed shall be in the English language or
accompanied by a translation thereof into English certified (by an officer
of the person making or delivering the same) as being a true and accurate
translation.

     19.  GOVERNING LAW

     THIS DEED SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
ENGLISH LAW.

     20.  JURISDICTION

     (A)  EACH OF THE OBLIGORS IRREVOCABLY AGREES FOR THE BENEFIT OF THE
SECURITY TRUSTEE AND THE FACILITY AGENT THAT THE COURTS OF ENGLAND SHALL
HAVE NON-EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY SUIT, ACTION OR
PROCEEDING, AND TO SETTLE ANY DISPUTES, WHICH MAY ARISE OUT OF OR IN
CONNECTION WITH THIS DEED AND, FOR SUCH PURPOSES, IRREVOCABLY SUBMITS TO
THE  JURISDICTION OF  SUCH COURTS.

     (B)  WITHOUT PREJUDICE TO ANY OTHER MODE OF SERVICE, THE  BORROWER:

     (I)       AGREES THAT THE PROCESS BY WHICH ANY SUIT, ACTION OR
     PROCEEDING IS  BEGUN AND MAY BE SERVED ON IT IS BY DELIVERY IN
     CONNECTION  WITH  ANY SUIT, ACTION OR PROCEEDING IN ENGLAND, TO LAW
     DEBENTURE TRUST CORPORATE SERVICES LIMITED WHOSE ADDRESS IS AT PRINCES
     HOUSE, 95 GRESHAM STREET, LONDON EC2V 7LY;

     (II)      AGREES THAT THE FAILURE BY A PROCESS AGENT TO NOTIFY THE
     BORROWER OF THE PROCESS WILL NOT INVALIDATE THE PROCEEDINGS CONCERNED;
     AND

     (III)     CONSENTS TO THE SERVICE OF PROCESS RELATING TO ANY SUCH
     PROCEEDINGS BY PREPAID POSTING OF A COPY OF THE PROCESS TO ITS ADDRESS
     FOR THE TIME BEING APPLYING UNDER CLAUSE 18.2.

     (C)  EACH OF THE OBLIGORS WAIVES ANY OBJECTION TO THE ENGLISH COURTS
ON GROUNDS OF  INCONVENIENT FORUM OR OTHERWISE AS REGARDS PROCEEDINGS IN
CONNECTION WITH THIS DEED AND AGREES THAT A JUDGMENT OR ORDER OF AN ENGLISH
COURT IN  CONNECTION WITH THIS DEED IS CONCLUSIVE AND BINDING ON IT AND
MAY BE  ENFORCED AGAINST IT IN THE COURTS OF ANY OTHER JURISDICTION.

     (D)  THE SUBMISSION TO THE JURISDICTION OF THE COURTS AND ENTITIES
REFERRED TO IN THIS CLAUSE 20 SHALL NOT (AND SHALL NOT BE CONSTRUED SO AS
TO) LIMIT THE RIGHTS OF THE SECURITY TRUSTEE OR THE FACILITY AGENT OR
EITHER OF THEM TO TAKE SUITS, ACTIONS OR PROCEEDINGS AGAINST AN OBLIGOR IN
ANY OTHER COURT OR ENTITY OF COMPETENT JURISDICTION WHERE SUCH OBLIGOR HAS
ASSETS NOR SHALL THE TAKING OF SUITS, ACTIONS OR PROCEEDINGS IN ANY ONE OR
MORE JURISDICTION PRECLUDE THE TAKING OF PROCEEDINGS IN ANY OTHER
JURISDICTION, WHETHER CONCURRENTLY OR NOT.

     (E)  TO THE EXTENT THAT AN OBLIGOR MAY IN ANY JURISDICTION CLAIM FOR
ITSELF OR ITS ASSETS OR REVENUES IMMUNITY FROM SUIT, EXECUTION, ATTACHMENT
(WHETHER IN AID OF EXECUTION, BEFORE JUDGMENT OR OTHERWISE) OR OTHER LEGAL
PROCESS, AND TO THE EXTENT THAT IN ANY SUCH JURISDICTION THERE MAY BE
ATTRIBUTED TO ITSELF OR ITS ASSETS OR REVENUES SUCH IMMUNITY (WHETHER OR
NOT  CLAIMED), THE BORROWER AGREES NOT TO CLAIM AND IRREVOCABLY WAIVES SUCH
IMMUNITY TO THE FULL EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.

     (F)  EACH OF THE OBLIGORS HEREBY CONSENTS GENERALLY IN RESPECT OF ANY
LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS
DEED TO THE GIVING OF ANY RELIEF OR THE ISSUE OF ANY PROCESS IN CONNECTION
WITH SUCH SUIT, ACTION OR PROCEEDING, INCLUDING THE MAKING, ENFORCEMENT OR
EXECUTION AGAINST ANY PROPERTY WHATSOEVER (IRRESPECTIVE OF ITS USE OR
INTENDED USE) OF ANY JUDGMENT WHICH MAY BE MADE OR GIVEN IN SUCH SUIT,
ACTION OR  PROCEEDING.

     21.  POWER OF ATTORNEY

     21.1 Each of the Obligors by way of security irrevocably appoints the
Security Trustee and every Receiver of the Trust Property, each with full
power of substitution and each with full power to act alone, to be its
attorney and in its name and on its behalf to  execute and as its act and
deed or otherwise to do all such  assurances, acts or things which an
Obligor ought to do under the covenants and provisions contained in the
Security Documents, and generally in its name and on its behalf to exercise
all or any of the powers, authorities and discretions conferred by or
pursuant to the Security Documents on the Security Trustee or any Receiver
and (without prejudice to the generality of the foregoing):

     (a)  to execute, seal and deliver and otherwise perfect any deed,
     assignment,  transfer, assurance, agreement, instrument or act which
     may, in the opinion of such attorney, be required or deemed necessary
     for the purposes of giving effect to the Security Documents and for
     the purpose of the exercise of any of the powers conferred on such
     attorney  pursuant to this Deed; and

     (b)  on and after the Security Trustee becoming bound to enforce the
     security  constituted by the Security Documents in accordance with
     Clause 6 hereof, to ask, require, demand, receive, compound, give
     acquittance for, settle and compromise any and all moneys and claims
     for moneys due and become due under or arising out of the Security
     Documents, to endorse any cheques or other instruments or order in
     connection therewith, to file any claim, to take any action or
     institute  any proceedings  which the Security Trustee may deem to be
     necessary or advisable and to execute any documents and do anything
     necessary or desirable under this Deed or any other Security Document
     and with full power to delegate any of the rights and powers hereby
     conferred upon  it,

provided that the appointment hereby made shall cease to have any force or
effect when the provisions for release under Clause 2.4 have been
satisfied.

     21.2 Each of the Obligors hereby ratifies and confirms and agrees to
ratify and confirm whatever any such attorney as is mentioned in Clause
21.1 shall do or purport to do  in the exercise or purported exercise of
all or any of the powers, authorities and discretions referred to therein.

     22.  COUNTERPARTS

     This Deed may be executed in any number of counterparts and by
different parties on separate counterparts which when taken together shall
constitute one instrument.




     IN WITNESS WHEREOF the parties hereto have executed and delivered this
Security Trust  Deed as a deed on the date first above written.

     THE OBLIGORS

     SIGNED AS A DEED
     and DELIVERED
     on behalf of CHAPARRAL RESOURCES, INC.

by:  /S/ JAMES A. JEFFS
   -----------------------------
     Name: James A. Jeffs
     Title: Co-Chairman

     In the presence of:

     /S/ MARK S. CROFT
   -----------------------------
     Witness
     Name:  Mark S. Croft



     SIGNED AS A DEED
     and DELIVERED
     on behalf of CENTRAL ASIAN PETROLEUM
     (GUERNSEY) LIMITED

by:  /S/ JAMES A. JEFFS
   -----------------------------
     Name: James A. Jeffs
     Title: Director

     In the presence of:

     /S/ MARK S. CROFT
   -----------------------------
     Witness
     Name:  Mark S. Croft




     SIGNED AS A DEED
     and DELIVERED
     on behalf of  CLOSED TYPE JSC KARAKADUKMUNAY

by:  /S/ NIKOLAI D. KLINCHEV
   -----------------------------
     Name:  Nikolai D. Klinchev
     Title: General Director

by:  /S/ RICHARD J. MOORE
   -----------------------------
     Name:  Richard J. Moore
     Title: Finance Director



     SIGNED AS A DEED
     and DELIVERED
     on behalf of CENTRAL ASIAN PETROLEUM, INC.

by:  /S/ JAMES A. JEFFS
   -----------------------------
     Name: James A. Jeffs
     Title: Chairman

     In the presence of:

     /S/ MARK S. CROFT
   -----------------------------
     Witness
     Name:  Mark S. Croft




     THE FACILITY AGENT
     SIGNED AS A DEED
     and DELIVERED
     on behalf of
     SHELL CAPITAL SERVICES LIMITED

by:  /S/ MARK L.G. TURNER
   -----------------------------
     Name:  Mark L.G. Turner
     Title:

     In the presence of:

     /S/ C. POYER
   -----------------------------
     Witness
     Name:  C. Poyer



     THE SECURITY TRUSTEE
     The COMMON SEAL of
     THE LAW DEBENTURE TRUST
     CORPORATION p.l.c

     was hereunto affixed in the presence of:

     /S/ JULIAN MASON-JEBB
   -----------------------------
     Name:  Julian Mason-Jebb
     Title:    Director

     /S/ CLIVE RAKESTROW
   -----------------------------
     Name:  Clive Rakestrow
     Title:    Authorised Signatory





                             TABLE OF CONTENTS

                                                                       Page

1.   Interpretation . . . . . . . . . . . . . . . . . . . . . . . . .   1

2.   Declaration of Trust . . . . . . . . . . . . . . . . . . . . . .   4

3.   Appointment, Rights and Duties of the Security Trustee . . . . .   5

4.   No Liability of the Security Trustee . . . . . . . . . . . . . .   8

5.   Instructions of the Facility Agent . . . . . . . . . . . . . . .  10

6.   Trust Property and Powers of Enforcement . . . . . . . . . . . .  10

7.   Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

8.   Events of Default. . . . . . . . . . . . . . . . . . . . . . . .  12

9.   The Collateral . . . . . . . . . . . . . . . . . . . . . . . . .  12

10.  Retirement of Security Trustee . . . . . . . . . . . . . . . . .  12

11.  Appointment of Additional Security Trustee . . . . . . . . . . .  13

12.  Compensation . . . . . . . . . . . . . . . . . . . . . . . . . .  14

13.  Costs; Indemnification of the Security Trustee . . . . . . . . .  15

14.  Distribution of Proceeds . . . . . . . . . . . . . . . . . . . .  18

15.  Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . .  20

16.  Severability . . . . . . . . . . . . . . . . . . . . . . . . . .  21

17.  Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

18.  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

19.  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . .  22

20.  Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . .  23

21.  Power of Attorney. . . . . . . . . . . . . . . . . . . . . . . .  24

22.  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . .  25