RECORDING REQUESTED BY AND

WHEN RECORDED RETURN TO:





SCRS Investors, LLC

3800 Howard Hughes Parkway

Suite 860

Las Vegas, Nevada 89109

Attn: Mark Davis





                      DEED OF TRUST AND SECURITY AGREEMENT



         DEED OF TRUST AND SECURITY AGREEMENT made as of this 9th day of May,

2002, by Mid-Power Resource Corporation, a Nevada corporation, having an office

at 3800 Howard Hughes Parkway, Suite 860, Las Vegas, Nevada 89109, as trustor

("Trustor"), to Bruce Lemons, having an office at 2825 East Cottonwood Parkway,

Suite 500, Salt Lake City, Utah, as trustee ("Trustee"), for the benefit of SCRS

Investors, LLC, a Nevada limited liability company, having an office at 3800

Howard Hughes Parkway, Suite 860, Las Vegas, Nevada 89109.



         FOR THE PURPOSE OF SECURING (a) the payment and performance of all

obligations of Trustor under each of those certain obligations made by Trustor

pursuant to that certain Loan Agreement, Promissory Note and security agreements

of even date herewith ("Loan Documents") in favor or SCRS Investors, LLC

(hereinafter referred to as "Beneficiary"), and all modifications, extensions

and/or renewals thereof executed and delivered by Trustor, (b) the payment and

performance of all indebtedness and obligations of Trustor arising under this

Deed of Trust and other documents executed by Trustor in connection herewith.

Trustor has granted, mortgaged, bargained, sold, alienated, enfeoffed, released,

conveyed and confirmed, and by these presents does grant, mortgage, bargain,

sell, alienate, enfeoff, release, convey and confirm to and under any and all of

the property described in Exhibit A attached hereto and made a part hereof,

including all easements, rights, privileges, tenements, hereditaments and

appurtenances thereunto belonging or in anywise appertaining, and all of the

estate, right, title, interest, claim, demand, reversion or remainder whatsoever

of Trustor therein or thereto, either at law or in equity, in possession or

expectancy, now or hereafter acquired (collectively, the "Property");



         TOGETHER WITH all ores, minerals and other substances (including

without limitation oil and gas) removed or extracted from the ground in any

manner as a result of any use of the Property, whether by Trustor or any other

person or entity (collectively, the "Minerals");



         TOGETHER WITH all sales agreements, deposit receipts, escrow agreements

and other ancillary documents and agreements entered into with respect to the

sale to any purchasers of any part of the Property or the Minerals, and all

deposits and other proceeds thereof;



         TOGETHER WITH all rents, issues, profits, revenues, income and other

benefits to which Trustor may now or hereafter be entitled from the Property or

the Minerals; and



         TOGETHER WITH all proceeds of any of the foregoing, including, without

limitation, proceeds of any voluntary or involuntary disposition or claim

respecting any part thereof (pursuant to judgment, condemnation award or

otherwise) and all goods, documents, general intangibles, chattel paper and

accounts acquired, wherever located, and cash proceeds of any of the foregoing

or proceeds thereof.



<PAGE>



         All of the forgoing Property, Minerals, and other property and rights

granted to the Trustee hereunder and referred to herein collectively as the

"Mortgaged Property";



         TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee, its

successors and assigns forever.



                                    ARTICLE I



                      COVENANTS TO TRUSTEE AND BENEFICIARY



         Trustor further covenants with the Trustee and Beneficiary as follows:



         SECTION 1.01. Trustor has good and marketable title to the Property

subject to no lien, charge or encumbrance, except such as are approved by

Beneficiary. Trustor owns the Property free and clear of liens and claims,

except such as are approved by Beneficiary. This Deed of Trust is and will

remain a valid and enforceable prior and first lien on the Mortgaged Property,

subject only to the exceptions referred to above. Neither the entry nor the

performance of and compliance with this Deed of Trust or any guaranty has

resulted or will result in any violation of, or be in conflict with, or result

in the creation of any deed of trust, lien, encumbrance or charge (other than

those created by the execution and delivery of, or permitted by, this Deed of

Trust) upon any of the properties or assets of Trustor, or constitute a default

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