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                                                                   Exhibit 10.02

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING  INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC  RECORDS:  YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER. TEXAS PROPERTY CODE SECTION 11.008.

                        DEED OF TRUST, SECURITY AGREEMENT
                          AND ASSIGNMENT OF PRODUCTION

STATE OF TEXAS           SS.

COUNTY OF MONTAGUE       SS.

     This Deed of Trust,  Security  Agreement and Assignment of Production (this
"Deed of Trust") is entered into by and between TOPAZ RESOURCES, INC., a Florida
corporation  being duly qualified to transact business in the State of Texas and
whose  address  is  1012  N.  Masch  Branch  Road,   Denton,   Texas  76207-____
(hereinafter     referred    to    as    "TOPAZ"    or     "Mortgagor"),     and
_________________________,  of Denton County, Texas,  hereinafter referred to as
"Trustee",              for             the              benefit              of
________________________________________________________________________,     an
individual   whose   address   is    ___________________________________________
(hereinafter referred to as "Mortgagee" or "Lender", whether one or more).

                                  WITNESSETH :

     In order to  secure  the  payment,  both  principal  and  interest,  of the
indebtedness  herein  described and as herein defined,  in  consideration of the
uses and trusts herein set forth and in  consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration duly paid and delivered,  the
receipt and  sufficiency of which is hereby  acknowledged by the parties hereto,
TOPAZ does hereby GRANT, BARGAIN, SELL, TRANSFER,  ASSIGN, SET OVER, CONFIRM and
DELIVER  unto the Trustee and to his  successors  in trust hereby  created,  the
following property, to-wit:

                     SEE THE ATTACHED EXHIBIT "A", WHICH IS
         INCORPORATED HEREIN BY THIS REFERENCE AS IF SET FORTH VERBATIM

(The property  described in Exhibit "A" is hereinafter  sometimes referred to as
the "Collateral")

     TO HAVE AND TO HOLD the  Collateral,  together  with all and  singular  the
rights,   privileges,   hereditaments  and  appurtenances   thereto  in  anywise
belonging,  unto the  said  Trustee  and  successors  in trust  and his or their
assigns in trust forever;  and TOPAZ hereby  covenants and represents that it is
the lawful owner and holder of the Collateral,  and has good right and authority
to pledge and convey the same, and that said Collateral is free and clear of all
consensual liens and encumbrances (save and except a contractual operator's lien
in favor of Dark Horse  Operating Co.,  L.L.C.,  as reflected in a written Joint
Operating  Agreement  between said  parties,  as more  completely  reflected and
established  therein) and that all leases above conveyed  and/or referred to are
valid and  subsisting,  and all rentals,  royalties,  payments  and  obligations
thereunder have been duly paid and performed, and TOPAZ does hereby bind itself,
its heirs, legal representatives,  successors and assigns to forever warrant and
defend all and singular the  Collateral  unto the said Trustee.  His  substitute
Trustee and  successors  in trust and his or their  assigns,  against the lawful
claims and demands of every person whomsoever  lawfully claiming or to claim the
same or any part thereof.  Any additional right,  title and interest which TOPAZ
owns  or  may  own  in the  lease(s)  and/or  well(s)  and/or  equipment  and/or

                                  Page 1 of 11

production,  whether presently existing or hereafter  acquired,  shall expressly
not form the basis for nor become  part of the  Collateral  made the  subject of
this Deed of Trust.

                                       I.

     This conveyance is in trust,  however, to secure the indebtedness of TOPAZ,
present and/or future,  owing and to become owing to Lender, as follows: (a) 12%
Senior Secured Note, of even date herewith,  in the cumulative  principal amount
of _______________ U.S. DOLLARS ($_________),  executed by TOPAZ, payable to the
order of Lender,  whether one or more,  bearing  interest and payable as therein
provided;  (b) Any extensions,  renewals,  modifications  or supplements to such
note(s);  (c) Any sums which may be  hereinafter  advanced  by Lender  under the
terms of the subject note; and (d) Any additional loans made by Lender to TOPAZ,
direct or indirect, primary or secondary, fixed or contingent, joint or several,
regardless  of how  evidencing  or  arising.  The term  "indebtedness",  as used
herein,  shall, unless otherwise indicated,  mean and include said note or notes
and all other indebtedness  described and mentioned in subparagraphs (a) through
(e) above, inclusive.

                                       II.

     For the purpose of better securing the payment of said indebtedness,  TOPAZ
does covenant and agree with the Trustee and his successors in the Trust for the
use and benefit of Lender that:

     (a) No right or  remedy  in favor of  Lender  granted  or  secured  by this
instrument  shall be  considered  as  exclusive,  but all  rights  and  remedies
hereunder  shall be  cumulative  of each  other,  and of all  other  rights  and
remedies and  securities  which Lender may now or hereafter have as security for
or in respect of said indebtedness hereunder.

     (b) All  rights  of  marshalling  of  assets  or sale in  inverse  order of
alienation  in the event of  foreclosure  of the lien hereby  created are hereby
waived.

     (c) TOPAZ will proceed with  reasonable  diligence to correct any defect in
the title to the  Collateral  should  any  defects  be found to exist  after the
execution and delivery of this instrument that there exists upon the Collateral.
Should there be any lien or encumbrance, equal to or superior in rank or time to
the lien created by this instrument,  or should any such hereafter arise,  TOPAZ
will  promptly  discharge  and  remove  any such lien or  encumbrance  from said
Collateral in due course and as allowed by law.

     (d)  TOPAZ  will pay to the  proper  department  of the  State of Texas all
severance taxes due on the production of oil, gas or other hydrocarbons owned by
it and produced from the  Collateral  and will furnish to Lender within  fifteen
(15) days after  quarterly  severance tax reports are made by it to the State of
Texas showing proper payment of such taxes.

     (e) TOPAZ will keep or cause to be kept all of the Collateral which is of a
character  insured by persons,  firms or  corporations  similarly  situated  and
operating like  properties,  properly  insured  against loss or damage from such
hazards  and risks as are  usually  insured  against by such  persons,  firms or
corporations similarly situated and operating like properties, in such amount as
such property is usually insured with insurers of good standing and satisfactory
to Lender and all policies  covering said property so insured shall carry a loss
payable clause in favor of Lender as its interest(s) may appear.  Said policy or
policies or proper  certificates  thereof  shall be  delivered  to Lender in due
course.  Lender shall have the right to collect,  and TOPAZ hereby  assigns unto
Lender,  any and all monies that may become  payable  under any such policies of
insurance  (in the  proportion  such  Collateral  bears to the entire  undivided
working  interest  in the  subject  properties)  by  reason of  damage,  loss or
destruction of the Collateral or any part thereof, and Lender may apply all such
sums or any part thereof , at his/her/its  election,  toward the payment of said
indebtedness,  whether the same be then due or not, application to be made first
to interest (if any) and then to principal,  and shall  deliver the balance,  if
any, after such application has been made, over to TOPAZ.

     (f) TOPAZ will  promptly pay its share of all costs and  expenses  incurred
under joint  operating  agreement(s)  affecting  the  Collateral  or any portion
thereof and will furnish Lender (as and when requested)  full  information as to
the status of any joint account  maintained with others under any such operating
agreement(s).

     (g) Upon request of Lender,  TOPAZ will  promptly  correct any defect which
may be discovered  after the execution and delivery of this  instrument,  in the
note or  notes  or other  documents  executed  in  connection  herewith,  in the

                                  Page 2 of 11

execution or  acknowledgment  hereof or thereof,  or in the  description  of the
Collateral  covered  hereby,  and will  execute,  acknowledge  and deliver  such
further  assurances  and  instruments  as shall,  in the  opinion of Lender,  be
necessary  and  proper to convey and  assign to  Trustee  all of the  Collateral
herein conveyed or assigned, or intended so to be.

     (h) TOPAZ shall pay all taxes and  assessments  of every kind and character
charged, levied or assessed against the Collateral hereinabove described, or any
part thereof, before any such taxes or assessments shall become delinquent.

     (i) TOPAZ will keep and continue all leases,  estates and interests  herein
described and contracts and agreements relating thereto in full force and effect
and will not permit the same to lapse or otherwise  become  impaired for failure
to comply with the obligations thereof, either express or implied.

     (j) TOPAZ will keep and maintain all improvements and all personal property
and  equipment now or hereafter  situated on the leases and interests  described
herein and used in connection therewith in a good state of repair and condition,
reasonable wear and tear excepted,  and will not tear down or remove the same or
permit the same to be torn down or removed, without the prior written consent of
Lender.

     (k) TOPAZ will  operate or, to the extent that right of operation is vested
in others, will exercise its best efforts to require the operator to operate the
Collateral and all wells involved  continuously and in a good workmanlike manner
and in accordance  with the best usage of the field and in  accordance  with the
rules of the  Railroad  Commission  of Texas and the  government  of the  United
States, or any agency thereof or other regulatory body having jurisdiction,  and
will  promptly pay or cause to be paid all bills for labor and  materials now or
hereafter  incurred in the drilling of any well  thereon or in the  operation of
said  properties,  and TOPAZ further agrees that it will not permit any liens or
encumbrances of any character to be created, fixed or filed against any property
covered hereby.

     (l)  TOPAZ  will   permit   Lender   and   his/their   accredited   agents,
representatives and employees at times relevant to go upon, examine, inspect and
remain on the  Collateral,  and will furnish to Lender on request all  pertinent
information in regard to the development and operation of the Collateral.

     (m) Lender at all times  shall  have the right to  release  any part of the
Collateral  now or  hereafter  subject  to the  lien  hereof  or any part of the
proceeds of production  or other income herein or hereafter  assigned or pledged
or any other  security  he/they now have or may  hereafter  have  securing  said
indebtedness,  without  releasing any other part of said  property,  proceeds or
income, and without affecting the lien hereof as to the part or parts thereof so
released, or the right to future proceeds and income.

     (n) TOPAZ will notify Lender or other holder or holders of the indebtedness
secured  hereby,  in  writing,   promptly  of  the  commencement  of  any  legal
proceedings  affecting  the  Collateral  or any part  thereof and will take such
actions as may be  reasonably  necessary  to preserve  its and  Lender's  rights
affected  thereby;  and  should  TOPAZ  fail or refuse to take any such  action,
Lender may at its/their  election  take such action in behalf and in the name of
TOPAZ and at TOPAZ's expense.

     (o)  Promptly  upon receipt of a written  request  from Lender,  TOPAZ will
furnish and deliver, pursuant to such request, such complete and aggregate title
information  obtained or assembled by TOPAZ and covering title to the Collateral
hereby  mortgaged  from  sovereignty  of  soil  (if  available)  to  the  latest
practicable  date.  Should TOPAZ fail to furnish such title  documentation  upon
such request, Lender may proceed to obtain such abstracts, runsheets and similar
title  analyses/compilations  relating and pertaining to the Collateral, and any
and all costs so incurred  shall be added to and  included  in the  indebtedness
secured  hereby and shall be payable by TOPAZ upon demand,  the  obligation  for
such  payment  being  secured  by  all  liens  and  remedies   granted  in  this
mortgage/deed of trust. Any such abstracts and title  documentation shall be and
constitute a part of the Collateral, as above defined.

     (p) As  TOPAZ  is a  corporation,  it will  maintain  its  corporate/entity
existence and will maintain and procure all necessary  corporate  franchises and
permits to the end that TOPAZ shall be and continue to be a valid and subsisting
entity in good  standing in the state of its formation and in the State of Texas
(if  different)  with full power and  authority  to own and  operate  all of the
Collateral  as  contemplated  herein until this  mortgage  shall have been fully
satisfied.

     (q) TOPAZ will not enter into any new  operating  agreement or amendment of
any existing  operating  agreement  affecting the  Collateral  without the prior
written  consent of Lender,  such  consent to not be  unreasonably  withheld  or
delayed.

                                  Page 3 of 11

                                      III.

     Now, should TOPAZ make due and punctual payment of the indebtedness secured
hereby, as the same becomes due and payable, and duly observe and perform all of
the covenants,  conditions and agreements herein provided to be performed by it,
then the within  conveyance of the  Collateral  shall become of no further force
and  effect,  and the lien  hereof  shall be released at the cost and expense of
TOPAZ.  But in case any one or more of the  following  events of  default  shall
happen, that is to say, should:

     (a)  Default  be made by  TOPAZ  in the due  and  punctual  payment  of the
indebtedness secured hereby, or any part thereof,  principal and/or interest, as
the same becomes due and payable, whether by acceleration or otherwise; or

     (b) Default be made by TOPAZ in the due  observation and performance of any
of the covenants,  conditions or agreements  herein provided to be performed and
observed by TOPAZ; or

     (c) By a decree of a Court of competent jurisdiction,  TOPAZ be adjudicated
insolvent  or bankrupt or by order of such Court a receiver be  appointed of all
or  part  of  the  Collateral,  or a  creditor's  petition  in a  reorganization
proceeding  against TOPAZ under the Bankruptcy Act shall be approved by any such
Court; or

     (d) TOPAZ's  title to the  Collateral,  or any  substantial  part  thereof,
become the subject of actual or threatened  litigation  which would or might, in
Lender's  opinion in final  determination,  result in substantial  impairment or
loss of the security provided for herein; or

     (e) TOPAZ file a voluntary petition in bankruptcy or make an assignment for
the benefit of creditors, or consent to the appointment of a receiver for all or
any part of the Collateral,  or to any  adjudication of insolvency or bankruptcy
or file a petition or answer admitting the material  allegations of a creditor's
petition in a bankruptcy/reorganization proceeding under the Bankruptcy Act; or

     (f) TOPAZ apply for relief under any State or Federal Act for the relief of
debtors;

     Then in each and every case the whole amount of said indebtedness remaining
unpaid  shall,  at the option of any  holder or  holders  thereof or of any part
thereof, immediately mature and become due and payable, and thereupon, or at any
time thereafter while said  indebtedness or any part thereof remains unpaid,  it
shall be the duty of the  Trustee  and of his  successors  in the trust,  on the
request of any holder or holders of said indebtedness or any part thereof (which
request is hereby  presumed) to enforce this trust;  and after  advertising  the
time, place and terms of the sale of the above described and conveyed  property,
then subject to the lien hereof, for at least twenty-one (21) days preceding the
date of sale by posting  written or printed  notice  thereof at the Court  House
door of the county  where said real  property is  situated,  which notice may be
posted by the Trustee in acting,  or by any person  acting for him/her,  and the
Lender (the holder of the indebtedness  secured hereby) has, at least twenty-one
(21) days  preceding the date of sale,  served  written or printed notice of the
proposed sale by certified mail on each debtor obligated to pay the indebtedness
secured by this Deed of Trust  according  to the records of the  Lender,  by the
deposit of such notice,  enclosed in a postpaid wrapper,  properly  addressed to
such  debtor at such  debtor's  most  recent  address as shown by the records of
Lender,  in a post office or official  depository  under the care and custody of
the United States  postal  service,  the Trustee shall sell the above  described
property,  then subject to the lien  hereunder,  at public auction in accordance
with such notice at the Court House door of said county where such real property
is  located  (provided  where  said real  property  is  located in more than one
county.  The notice to be posted as herein provided shall be posted at the Court
House door of each such counties where said real property is situated,  and said
above described and conveyed property may be sold at the Court House door of any
one of such counties, and the notices so posted shall designate the county where
the property will be sold),  on the first Tuesday in any month between the hours
of 10:00 a.m. and 4:00 p.m., to the highest bidder for cash,  selling all of the
property as an entirety or in such  parcels as the Trustee  acting may elect and
make due  conveyance  to the  purchaser or  purchasers,  with  general  warranty
binding Grantors, their heirs, successors and assigns.

     The purchaser at any such sale shall not, nor shall his or its heirs, legal
representatives,  successors  or  assigns,  be deemed to have,  by reason of the
acquisition of property or rights mortgaged hereunder,  assumed any liability or
obligation  of any Lessee or Operator of the  Collateral,  or any part  thereof,
arising by reason of any occurrence taking place prior to such sale.

     No single sale or series of sales by the Trustee or any substitute  Trustee
hereunder shall exhaust the power of sale hereunder,  but such power shall exist
for so long as and may be exercised in the manner hereinabove  provided as often
as circumstances require to give Lender full relief hereunder.

                                  Page 4 of 11

     Lender  shall have equal  rights to become the  purchaser  at any such sale
made hereunder, being the highest bidder.

     The Trustee acting shall pay, distribute and apply the proceeds of any such
sale as follows: FIRST, in payment of all the expenses of advertising,  sale and
conveyance,  including a commission of five percent  (5.0%) to  himself/herself;
SECOND,  in  payment  to Lender of the  unpaid  principal  and any  interest  on
advances made first to interest and then to principal;  THIRD, in payment of the
principal  and interest due and unpaid on the note or notes secured  hereby,  as
well as other  indebtedness  from  TOPAZ to  Lender,  application  to be made by
Trustee in such manner as Lender may elect;  FOURTH, pay the balance, if any, of
the  proceeds  of any such sale  over to TOPAZ,  its  heirs,  successors,  legal
representatives  and/or  assigns,  and all other persons  claiming  under any of
them.  It is  expressly  agreed  that the  recitals  in the  conveyance  to said
purchaser shall be full evidence of the truth of matters therein stated, and all
lawful  prerequisites  to said sale shall be conclusively  presumed to have been
performed.

     In case of  absence,  death,  inability,  refusal or failure of the Trustee
herein named to act, or in case he/she  should  resign (and he/she is authorized
to resign),  a substitute  Trustee may be named,  constituted  and  appointed by
Lender or other holder of said  indebtedness,  without other  formality  than an
appointment and designation in writing;  and this conveyance  shall vest in such
substitute Trustee so appointed and designated the estate in and title to all of
said Collateral,  and such substitute  Trustee so appointed and designated shall
thereupon hold,  possess and exercise all the rights,  title,  duties and powers
herein conferred on said Trustee named, and his/her  conveyance to the purchaser
at any such sale shall be equally  valid and  effective as if made by such named
Trustee;  and such right to appoint a substitute  Trustee shall exist and may be
exercised as often and whenever from any of said causes,  any Trustee,  original
or substitute, cannot or will not act.

                                       IV.

     If TOPAZ should fail to comply with any of the covenants or  obligations of
TOPAZ  hereunder,  then  Lender or said  Trustee  may  perform  the same for the
account and at the expense of TOPAZ but shall not be obligated so to do, and any
and all  expenses  incurred  or paid in so doing  shall be  payable  by TOPAZ to
Lender,  with interest at the rate of twelve percent  (12.0%) per annum from the
date when same was so incurred or paid,  and the amount thereof shall be payable
on demand,  and shall be secured by and under this Deed of Trust, and the amount
and nature of such expense and the time when paid shall be fully  established by
the affidavit of Lender or any officer or agent thereof,  or by the affidavit of
any  Trustee  acting  hereunder;  provided,  however,  that the  exercise of the
privileges granted by this paragraph shall in nowise be considered or constitute
a waiver  of the  right of  Lender  upon the  happening  of an event of  default
hereunder  to declare  the  indebtedness  secured by this Deed of Trust to be at
once due and payable but is cumulative of such right and all other rights herein
given.

     In case any one or more of the events of default shall happen, then in each
and every such case the Trustee or his/her  successors in trust or Lender or any
holder  of  said  indebtedness  or  any  part  thereof,   whether  or  not  said
indebtedness shall have been declared due and payable,  in addition to the other
rights and remedies hereunder, may exercise the following additional remedy, but
shall not be obligated to do so, namely: Such Trustee,  Lender or holder of said
indebtedness  may enter into and upon and take  possession of all or any part of
the Collateral and each and every part thereof and may exclude TOPAZ, its agents
and servants wholly therefrom and have, hold, use,  operate,  manage and control
the  Collateral  and each and every part  thereof and  produce the oil,  gas and
other hydrocarbons/minerals  therefrom and market the same, all at the sole risk
of TOPAZ and at the  expense of the  Collateral,  applying  the net  proceeds so
derived,  first,  to the cost of maintenance and operation of the said property;
and, second,  to the payment of all indebtedness  secured hereby,  principal and
interest,  application to be made first to interest, then to principal,  and the
balance thereof,  if any, shall be paid to TOPAZ.  Upon such payment of all such
costs  and  indebtedness,  the  Collateral  shall  be  returned  to TOPAZ in its
then-existing  condition and such Trustee, Lender or holder of said indebtedness
shall not be liable to TOPAZ for any damage or injury to the  Collateral  except
such as may be caused through his, its or their fraud or willful misconduct.

                                       V.

     As additional security for the payment of all indebtedness  secured hereby,
and in addition to the conveyance to the Trustee herein made,  TOPAZ does hereby
Transfer,  Assign and Convey unto Lender, its successors and assigns, all of the

                                  Page 5 of 11

oil, gas and other hydrocarbons produced, saved and sold from the Collateral and
attributable  thereto  (being to the specific  working  interest and net revenue
comprising the Collateral)  subsequent to 7:00 a.m. on January 1, 2011, together
with the proceeds of any sale  thereof;  and TOPAZ hereby  directs any purchaser
now or  hereafter  taking the  production  from said  premises to pay,  upon the
written  request of Lender,  such proceeds  derived from the sale thereof and to
continue to make such payments until notified by Lender to discontinue the same;
and the purchaser(s) of the production from the Collateral shall not be required
to see the  application of the proceeds  thereof by Lender,  and payment made to
Lender shall be binding and conclusive as between such purchaser(s) and TOPAZ.

     Should any purchaser taking the production from the Collateral fail to make
payment promptly to Lender,  in accordance with this assignment and in the event
of a request by Lender for a direct payment of the same,  then Lender shall have
the  right to demand a change  of  connection  (in the  absence  of  contractual
limitations  thereon)  and  to  designate  another  purchaser  with  whom  a new
connection  may be made,  without any  liability on the part of Lender in making
such  selection,  so long as ordinary  care is used in the making  thereof;  and
failure of TOPAZ to consent to and  promptly  effect such  change of  connection
shall constitute an event of default  hereunder,  and the whole Collateral shall
become subject to foreclosure proceedings hereunder.

     TOPAZ authorizes and empowers Lender to receive,  hold and collect all sums
of money paid to Lender in accordance with this assignment and to apply the same
as is hereinafter  provided,  all without any liability or responsibility on the
part of Lender,  save as to good faith in so receiving  and applying  said sums.
All payments  provided for in this assignment  shall be paid promptly to Lender,
and any provision contained in any note or notes evidencing said indebtedness or
any part thereof to the contrary  notwithstanding,  Lender may apply the same or
so much thereof as it elects to the payment of the indebtedness  secured hereby,
application to be made in such manner as it may elect, regardless of whether the
application so made shall exceed the payments of principal and interest then due
as  provided  in the note or notes  evidencing  said  indebtedness.  After  such
application has been made by Lender, the balance of any such payment or payments
remaining  shall be paid to TOPAZ.  It is understood and agreed that should said
payments  provided for by this  assignment be less than the sum or sums then due
on said  indebtedness,  such sum or sums then due shall  nevertheless be paid by
TOPAZ in accordance with the provisions of the note or notes or other instrument
or instruments evidencing said indebtedness, and neither this assignment nor any
provision  herein contained shall in any manner be construed to affect the terms
and  provisions  of said  note or  notes  or other  instrument  or  instruments.
Likewise,  neither this assignment nor any provision  herein  contained shall in
any manner be construed to affect the lien,  rights and remedies  herein granted
securing said indebtedness,  nor TOPAZ's liability  therefore.  The rights under
this assignment are cumulative of the other rights,  remedies and powers granted
under this Deed of Trust and are  cumulative of any other  security which Lender
now holds or may hereafter hold to secure the payment of said indebtedness.

     All  indebtedness  secured by this Deed of Trust  having been duly paid and
discharged,  then the  remainder of said  proceeds,  if any, held by said Lender
shall be paid over to TOPAZ upon  demand,  and a release  and  quitclaim  of the
interest  hereby  assigned  will be made to TOPAZ  upon its  request  and at its
expense.

                                       VI.

     If while  this Deed of Trust is in effect  the title of TOPAZ,  its  heirs,
legal  representatives,  successors or assigns,  to the Collateral,  or any part
thereof,  or the priority of the lien of this Deed of Trust or of the assignment
of the production and the proceeds  thereof,  or the rights of Lender to receive
such proceeds thereunder, be questioned or attacked,  directly or indirectly, by
suit or other  judicial  proceedings , or in any manner,  or if a controversy of
any nature  arises  relative to such title or the  priority of such lien,  or if
after this Deed of Trust is  released,  any person  shall make a claim or demand
against  Lender,  on account of any monies  paid to it under the  assignment  of
proceeds  herein  contained,  or on account of any action or  omission of Lender
hereunder,  then,  and in any such  events,  TOPAZ  agrees to  protect  and save
harmless Lender from any and all costs, loss, damage or claims by reason of such
attack, controversy,  suit, claim or demand, and Lender is hereby authorized and
instructed  at the cost and  expense of TOPAZ to take such steps as in  Lender's
judgment  may be  necessary  or proper to defend  against  such  claim,  demand,

                                  Page 6 of 11

controversy,  suit or attack,  including the employment of counsel,  prosecution
and defense of  litigation,  and the compromise or discharge of all sums paid in
compromise or discharge of such charges or claims,  or attorney's fees, costs or
court and all other  expenses of every kind and nature,  if incurred  while this
Deed of Trust  remains in effect,  shall become an  additional  part of the debt
secured hereby, bearing interest at the rate of ______ percent __.0%) per annum,
be payable on demand,  and be secured by the lien of this Deed of Trust upon the
Collateral;  and whether  before or after this Deed of Trust is released,  TOPAZ
agrees  to pay to Lender on demand  all such sums and  expenses,  with  interest
thereon,  so paid and  suffered  by Lender and that the same shall be secured by
subrogation  to all the rights,  liens,  equities,  superior  title and benefits
held,  owned,  possessed  and received at any time by any owner or holder of any
claim, lien,  assessment,  charge or expense so paid. The rights of Lender under
this paragraph may be availed of by Lender and exercised at any time  regardless
of  whether  the  indebtedness  secured  hereby  be then  due or not;  and it is
distinctly  understood  that the release of this Deed of Trust shall not relieve
TOPAZ of its  liability  to save  Lender  harmless  from any damage  suffered by
Lender on account of any claim or demand made  against it after  release of this
Deed of Trust.

     If any of the terms or  provisions  hereof or of any note or notes or other
evidence of  indebtedness  secured hereby is  susceptible of being  construed as
binding or  obligating  TOPAZ or any other person or concern  obligated,  either
primarily or conditionally,  for the payment of any indebtedness secured hereby,
under any circumstances or contingencies  whatsoever,  to pay interest in excess
of that  authorized  by law,  it is agreed that such terms or  provisions  are a
mistake in calculation or wording and, notwithstanding the same, it is expressly
agreed  that  neither  TOPAZ nor any other  person or concern  obligated  in any
manner on any such indebtedness shall be required or obligated,  under the terms
hereof,  under the terms of any such note or other evidence of  indebtedness  or
otherwise, to pay interest in excess of that authorized by law.

     The term(s) "TOPAZ" and "Mortgagor"  herein used shall mean and include (if
applicable) either  individuals or entities  executing this instrument,  and the
number and gender of pronouns  used in  referring to TOPAZ shall be construed to
mean and  correspond  with the  number  and  gender  of the  individuals  and/or
entities executing this instrument as  TOPAZ/Mortgagor,  and, further,  the term
"TOPAZ" and  "Mortgagor"  herein  shall mean and include both all of the parties
executing this instrument as  TOPAZ/Mortgagor  as well as any single one or more
of them (if  applicable).  The term  "Mortgagee"  or "Lender"  herein used shall
include any legal owner, holder,  assignee or pledge of any indebtedness secured
hereby,  and in this connection it is understood that the  indebtedness  secured
hereby may be  assigned  in whole or in part.  The terms used to  designate  the
parties shall be deemed to include the respective heirs, legal  representatives,
successors and assigns of such parties.

     The covenants and agreements  herein contained shall  constitute  covenants
running  with the land and  interests  covered or  affected  hereby and shall be
binding upon the heirs,  legal  representatives,  successors  and assigns of the
parties hereto.

     This  instrument  is  simultaneously  executed  in a  number  of  identical
counterparts,  each of which for all  purposes  shall be deemed an original  and
shall be deemed,  and may be enforced from time to time, as a chattel  mortgage,
real estate mortgage,  deed of trust,  assignment or contract, or as one or more
thereof.

                                      VII.

     (a) SECURITY  INTEREST.  This Deed of Trust shall be construed as a deed of
trust on real property and it shall also  constitute and serve (a) as a security
agreement  on personal  property  within the meaning of, and shall  constitute a
first and prior security interest under, the UCC with respect to that portion of
the Collateral  within the scope of the UCC  (collectively,  the "UCC PROPERTY")
and (b) as an assignment of rents and leases of the Collateral (if not already).
To this end, TOPAZ has GRANTED, BARGAINED, CONVEYED, ASSIGNED,  TRANSFERRED, AND
SET OVER, and by these presents does GRANT, BARGAIN,  CONVEY,  ASSIGN,  TRANSFER
AND SET OVER,  unto Trustee and unto Lender a first and prior security  interest
and all of TOPAZ's  right,  title and interest in, to and under the  personalty,
fixtures,  equipment and the other UCC  Property;  to secure the full and timely
payment of the indebtedness and the full and timely performance and discharge of
the indebtedness and related obligations.

     (b) FINANCING STATEMENTS. TOPAZ hereby irrevocably authorizes Lender at any
time and from time to file in any filing office in any UCC  jurisdiction  one or
more financing or continuation  statements and amendments  thereto,  relative to
all or any  part  of the  Collateral,  without  the  signature  of  TOPAZ  where
permitted by law. TOPAZ agrees to furnish  Lender,  promptly upon request,  with

                                  Page 7 of 11

any  information  required by Lender to complete such financing or  continuation
statements.  If Lender has filed any initial financing  statements or amendments
in any UCC jurisdiction  prior to the date hereof,  Lender ratifies and confirms
its  authorization  of all  such  filings.  TOPAZ  acknowledges  that  it is not
authorized to file any financing statement or amendment or termination statement
with respect to any financing  statement  without the prior  written  consent of
Lender,  and  agrees  that it will  not do so  without  Lender's  prior  written
consent,  subject to TOPAZ's rights under Section  9-509(d)(2) of the UCC. TOPAZ
shall  execute  and deliver to Lender,  in form and  substance  satisfactory  to
Lender,  such  additional  financing  statements and such further  assurances as
Lender may, from time to time, reasonably consider necessary to create,  perfect
and preserve  Lender's  security  interest  hereunder  and Lender may cause such
statements and assurances to be recorded and filed,  at such times and places as
may be required or  permitted  by law to so create,  perfect and  preserve  such
security interest.

     1.   UNIFORM COMMERCIAL CODE REMEDIES. Lender and/or Trustee shall have all
          the rights,  remedies and  recourses  with respect to the UCC Property
          afforded to it by the UCC, in addition to, and not in  limitation  of,
          the other rights, remedies and recourses afforded by the instrument(s)
          manifesting the indebtedness secured hereby.
     2.   NO  OBLIGATION  OF TRUSTEE  OR LENDER.  The  assignment  and  security
          interest herein granted shall not be deemed or construed to constitute
          Trustee or Lender as a trustee in  possession  of the  Collateral,  to
          obligate  Trustee or Lender to lease the  Collateral  or attempt to do
          same, or to take any action, incur any expense or perform or discharge
          any  obligation,  duty  or  liability  whatsoever  under  any  of  the
          lease/Collateral or otherwise.
     3.   FIXTURE  FILING.  A part of the  Collateral  is or is to become or may
          become  fixtures  pursuant to applicable  law. In this regard,  to the
          extent that the Collateral  includes items of personal  property which
          are or are to become  fixtures  under  applicable law (if any), and to
          the extent  permitted  under  applicable law, the filing hereof in the
          real estate records of the county in which such  Collateral is located
          shall also operate  from the time of filing as a "fixture  filing" for
          all purposes  under the UCC with respect to such  Collateral,  and the
          following  information  is applicable  for the purpose of such fixture
          filing, to wit:

NAME AND ADDRESS OF THE DEBTOR:           NAME AND ADDRESS OF THE SECURED PARTY:
-------------------------------           --------------------------------------
The Grantor having the address            The   Lender    having   the   address
described in the Preamble hereof.         described in the Preamble hereof, from
                                          which address  information  concerning
The Grantor is a corporation              the security interest may be obtained.
organized under the laws of the State
of Florida, being duly qualified to
transact business in the State of Texas.

THIS FINANCING STATEMENT COVERS THE FOLLOWING TYPES OR ITEMS OF PROPERTY:
-------------------------------------------------------------------------
The Collateral. This instrument covers goods or items of personal property which
are or are to become fixtures upon the real property included in the Collateral.

The name of the record owner of the real  property on which such fixtures are or
are to be located is: Topaz Resources, Inc.

     4.   REMEDIES. If an Event of Default remains uncured, Lender may elect, in
          addition  to  exercising  any  and  all  other  rights,  remedies  and
          recourses  set forth  elsewhere in this Deed of Trust,  to collect and
          receive all of the revenues  attributable  to said  Collateral  and to
          proceed in the manner set forth in Section  9.604 of the UCC in effect
          relating to the  procedure  to be followed  when a security  agreement
          covers both real and personal property.  Except as otherwise set forth

                                  Page 8 of 11

          in this Article  VII(b)(4),  at any  foreclosure and sale as described
          hereinabove,  it shall be deemed that the Trustee proceeded under such
          Section 9.604 and that such sale passed title to all of the Collateral
          and  other  property   described  herein  to  the  purchaser  thereat,
          including without limitation,  the UCC Property. Lender, acting by and
          through  the  Trustee or any other  representative,  may elect  either
          prior to or at such sale not to proceed  under such  Section  9.604 by
          notifying  TOPAZ of the manner in which Lender intends to proceed with
          regard to the UCC Property.

     5.   LOCATION  OF  CHIEF  EXECUTIVE  OFFICE.   TOPAZ  hereby  warrants  and
          represents to Lender that Grantor's chief executive  office is located
          at the address set forth in the opening recital of this Deed of Trust,
          that it is  organized  under the laws of the State of Florida and that
          it is duly qualified to conduct business in the State of Texas.  TOPAZ
          shall notify Lender  immediately  if TOPAZ changes the location of its
          chief executive office or its state of organization.

                                      VIII.

     This Deed of Trust is expressly subject to (and executed as part and parcel
to) that certain written and unrecorded Stock Grant Agreement (the "Agreement"),
of even date  herewith,  between  Lender and TOPAZ.  Should any conflicts  exist
between the express terms of this Deed of Trust and said Agreement, the terms of
the Agreement shall be deemed controlling.

                                       IX.

     (A) NEW WELL  DEVELOPMENT  AND  RELEASE  OF  COLLATERAL.  Lender  and TOPAZ
acknowledge  and agree that at the time of and  subsequent  to the  execution of
this Deed of Trust,  TOPAZ,  in  conjunction  with third party working  interest
participants,  intend to commence  with  drilling and  completion  operations on
additional oil and/or gas wells on the leasehold comprising the Collateral.  For
references  purposes  hereunder,   such  well(s),   wellbore(s)  and  associated
leasehold unit(s) (and any installed and associated  equipment thereon) shall be
referred to as the "New Well",  whether one or more.  Lender and TOPAZ expressly
agree that in the event such additional  leasehold  development is undertaken on
New Wells, the parties hereby agree and acknowledge as follows: (1) This Deed of
Trust shall be deemed  released,  absolved and  abandoned as to such portions of
the Collateral leasehold/working interest that is conveyed or assigned of record
by  TOPAZ  to  third  party  working  interest  participants  in such  New  Well
development as to the defined well units associated  therewith  (projected to be
not less than five (5) acres per New Well),  such  release  to be  automatically
effective  without the  recordation  of a specific  written  release  instrument
executed by Lender; (2) The Collateral shall be deemed  proportionately  reduced
as to the conveyed interests in the New Wells to such third parties; and (3) The
Collateral  shall  nonetheless  continue  to  include  and  incorporate  TOPAZ's
ultimate working interest (as retained) and its ultimate ownership percentage in
such New Wells  (presently  projected to be at least a __.0%  undivided  working
interest but without guarantee),  as reflected in the post-drilling record title
to said  Collateral.  Lender hereby agrees to execute,  upon TOPAZ's  reasonable
request, such additional documentation and releases which would be reflective of
the foregoing  release  arrangement for New Well  development by TOPAZ,  whether
lawfully required or otherwise.

     EXECUTED by the parties as of the respective acknowledgment dates indicated
below, to be effective as of the ___ day of _________, 2010.

          (signatures and acknowledgments follow on subsequent page(s))

                                  Page 9 of 11

MORTGAGOR:                                   LENDER:

TOPAZ RESOURCES, INC.,                       ___________________________________

A Florida corporation

By: /s/ Edward J. Munden
    -------------------------------------
    Edward J. Munden, its Chief Executive
    Officer and President

                                 ACKNOWLEDGMENTS

STATE OF _______________               *

COUNTY OF ______________               *

     This  instrument  was  acknowledged  before  me on  this  ________  day  of
December,  2010, by Edward J. Munden,  Chief Executive  Officer and President of
Topaz Resources, Inc., a Florida corporation, on behalf of said corporation.


                                    --------------------------------------------
                                    Notary Public, State of ____________________

                                    --------------------------------------------
                                    Notary's printed name
                                    My Comm'n expires: _________________________

STATE OF _______________               *

COUNTY OF ______________               *

     This  instrument  was  acknowledged  before  me on  this  ________  day  of
December, 2010, by
                   --------------------------------------------.


                                    --------------------------------------------
                                    Notary Public, State of ____________________

                                    --------------------------------------------
                                    Notary's printed name
                                    My Comm'n expires: _________________________

                                 Page 10 of 11

WHEN RECORDED, RETURN TO:

TOPAZ RESOURCES, INC.
1012 N. Masch Branch Road
Denton, TX 76207-_____

                                    EXHIBIT A
                                   (two pages)

        Attached to and made a part of Deed of Trust, Security Agreement
                          and Assignment of Production,
         dated as of ____________ ___, 2010, from TOPAZ RESOURCES, INC.,
                  as Mortgagor, to ___________________, Trustee

                                   COLLATERAL

     A. Working  Interest.  All of Topaz  Resources,  Inc.'s  undivided  working
interest*,  being  an  undivided  ____________  percent  (___%),  in  and to the
following:

(1) The following  described oil, gas, and mineral lease(s)  (collectively,  the
"Leases", whether one or more):

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