                                                                   Exhibit 99.4


                      ASSIGNMENT OF CREDIT AGREEMENT, NOTE,
                          LIENS, AND SECURITY DOCUMENTS



     This ASSIGNMENT OF CREDIT AGREEMENT,  NOTE,  LIENS, AND SECURITY  DOCUMENTS
dated as of  October 1,  2002 (this  Instrument),  is made by and among AQUILA
ENERGY CAPITAL CORPORATION  (Assignor),  BLACK HILLS CORPORATION (Assignee),
MALLON RESOURCES CORPORATION (MRC) and MALLON OIL COMPANY (MOC and, together
with MRC, Borrower).

                                    RECITALS:

     WHEREAS, Borrower and Assignor are parties to that certain Credit Agreement
dated  September 9,  1999, as amended by that certain First  Amendment to Credit
Agreement dated November 21,  2000 and that Second Amendment to Credit Agreement
dated  February 8,  2002 (as amended,  the Credit  Agreement),  providing for,
among other things, loans to be made by Assignor to Borrower; and

     WHEREAS,  the loans made pursuant to the Credit  Agreement are evidenced by
that certain Advancing Note dated September 9,  1999 made by Borrower payable to
the order of Assignor  in the  original  principal  amount of  $60,000,000  (the
Note); and

     WHEREAS,  the payment of the Note and the performance of all obligations of
Borrower under the Credit  Agreement are secured by certain  security  documents
and financing  statements as described  therein (as heretofore  supplemented  or
amended,  collectively the Security  Documents),  including without limitation
the security  documents  listed on  Schedule 1  attached  hereto and made a part
hereof; and

     WHEREAS, in connection with the Note and the Credit Agreement, Assignor has
received or otherwise benefited by the various other Loan Documents (as defined
in the Credit Agreement); and

     WHEREAS,  in  connection with  the  requirements  of the Credit  Agreement,
Borrower has issued to Assignor  615,000 shares of common stock of Borrower (the
Borrower Stock); and

     WHEREAS,  Borrower has requested that Assignor surrender the Borrower Stock
to Borrower  and assign  Assigno's  rights and  interests  in, to and under the
Credit  Agreement,  the Notes and the other Loan  Documents,  including  without
limitation  the  Security  Documents,  to  Assignee,  and Assignee has agreed to
purchase such rights and  interests,  all on the terms and  conditions  provided
herein;

     NOW THEREFORE,  in consideration of the premises and the mutual  agreements
herein contained, the parties hereto hereby act and agree as follows:


                                       1
<PAGE>

                                   Article I.
                          ASSIGNMENT OF ASSIGNED RIGHTS

     Section 1.1 Assignment and Assumption of Assigned Rights; Conditions.

     (a) Assignor, for and in consideration of the sum of $29,304,338.42 paid by
Assignee to Assignor, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby  acknowledged,  does hereby sell,  transfer,
convey,  assign,  endorse,  set over and deliver unto Assignee all of Assignor's
right, title and interest in the following:

          (i) all indebtedness owing to Assignor under or pursuant to the Credit
     Agreement,  the  Note  and  the  other  Loan  Documents  (collectively  the
     Assigned Indebtedness);

          (ii)  all  liens,  rights,  titles,  interests,   privileges,  claims,
     demands,  equities,  charges and security  interests  of Assignor  existing
     under or as  security  for the  Assigned  Indebtedness,  including  without
     limitation,  those existing under or pursuant to the Security Documents and
     all  other  mortgages,  deeds  of  trust,  security  agreements,  financing
     statements,  assignments  of proceeds,  indentures of trusts,  assignments,
     pledges  and  other   documents  or   instruments   securing  the  Assigned
     Indebtedness (collectively the Assigned Liens); and

          (iii) all other rights, benefits,  remedies and privileges of Assignor
     under or pursuant  to the Credit  Agreement,  the Note,  and the other Loan
     Documents,  including,  without  limitation,  Assignor's  rights under that
     certain  Intercreditor  Agreement dated  September 9,  1999 among Assignor,
     Universal Compression, Inc., and Borrower;

     LESS AND EXCEPT the Reserved  Indemnities  and the Reserved  Interests  (as
each such term is hereinafter defined).

     TO HAVE AND TO HOLD the Assigned Indebtedness,  the Assigned Liens, and all
such other rights, benefits, remedies and privileges. The Assigned Indebtedness,
the Assigned Liens and all such other rights, benefits, remedies and privileges,
less and  except  the  Reserved  Indemnities  and the  Reserved  Interests,  are
collectively referred to herein as the Assigned Rights.

     (b) Assignee  hereby  accepts the foregoing  assignment and assumes any and
all obligations of Assignor to Assignee to make loans or otherwise extend credit
in  accordance  with the  terms  of the  Credit  Agreement  and the  other  Loan
Documents.

     (c) Borrower  hereby  consents to the foregoing  assignment and assumption.
BORROWER  HEREBY RATIFIES AND CONFIRMS THE ASSIGNED  INDEBTEDNESS,  THE ASSIGNED
LIENS, THE OTHER ASSIGNED RIGHTS, AND THE LOAN DOCUMENTS.

     Section 1.2  Representations  and Warranties of Assignor.  Assignor  hereby
represents and warrants to Assignee that:

                                       2
<PAGE>


     (a)  Assignor  is the  owner  and  holder  of the  Note  and  the  Assigned
Indebtedness,  the Assigned  Liens,  and the other Assigned  Rights and has good
title thereto and full right, power and authority to transfer to Assignee all of
the Assigned  Indebtedness,  the Assigned Liens and the other  Assigned  Rights,
free of  encumbrances,  liens and claims  thereto  by any  person,  arising  by,
through,  or  under  Assignor,  but not  otherwise.  Assignor  has  not  made or
consented to any agreement that subordinates any of the Assigned Indebtedness to
any loans, notes or other indebtedness owed by Borrower to any other person.

     (b) As of the date hereof,  the aggregate unpaid principal balance which is
due and owing on the Note is equal to $29,211,338.

     (c) The Base Agreement for Natural Gas Purchases  dated  September 9,  1999
between MOC and Aquila Energy Marketing Corporation (AEMC) is being terminated
contemporaneous with Assignor's receipt of the cash consideration  prescribed in
Section 1.1(a)  hereof,  whereupon  neither  Borrower  nor  AEMC  will  have any
continuing rights or obligations thereunder.

     (d) The ISDA Master Swap Agreement dated September 9,  1999 between MRC and
Aquila  Merchant  Services,  Inc.,  as  successor  in  interest  to Aquila  Risk
Management Corporation (AMS), and the Transactions entered into thereunder are
being terminated contemporaneous with the later of (i) Assignor's receipt of the
cash  consideration  prescribed in Section 1.1(a)  hereof and (ii) the execution
and delivery of the related  Termination of Agreement and Mutual Release between
MRC and AMS and AMS's  receipt  of the cash  consideration  prescribed  therein,
whereupon  neither MRC nor AMS will have any  continuing  rights or  obligations
thereunder.

     (e) The ISDA Master Swap Agreement dated September 9,  1999 between MOC and
AMS,  and  the  Transactions   entered  into  thereunder  are  being  terminated
contemporaneous   with  the  later  of  (i)  Assignor's   receipt  of  the  cash
consideration  prescribed  in  Section 1.1(a)  hereof and (ii) the execution and
delivery of the related  Termination of Agreement and Mutual Release between MOC
and  AMS  and  AMS's  receipt  of the  cash  consideration  prescribed  therein,
whereupon  neither MOC nor AMS will have any  continuing  rights or  obligations
thereunder.

     (f)  The  Borrower  Stock  being   surrendered  to  Borrower   pursuant  to
Section 1.61.7  below is owned solely by Assignor,  and is free and clear of all
liens, claims and encumbrances  arising by, through, or under Assignor,  but not
otherwise.

     Section 1.3  Representation  and  Warranty  of  Assignee.  Assignee  hereby
represents  and  warrants  to Assignor  that  Assignee  has made an  independent
decision to enter into this Instrument,  without reliance on any representation,
warranty,  covenant  or  undertaking  by  Assignor,  whether  written,  oral  or
implicit, other than as expressly set out herein.

     Section 1.4  Representations  and Warranties of Borrower.  Borrower  hereby
represents and warrants to Assignor and Assignee that, as of the date hereof:

                                       3
<PAGE>

     (a) There are no offsets, defenses or counterclaims against the enforcement
of the Assigned  Indebtedness,  the Assigned Liens or the other Assigned Rights,
whether  held by  Assignor  or  Assignee,  and the  Assigned  Indebtedness,  the
Assigned Liens and the other Assigned Rights are in full force and effect.

     (b) As of the date hereof,  the aggregate unpaid principal balance which is
due and owing on the Note is equal to $29,211,338.

     (c) No release or  subordination  relating to the  Assigned  Liens has been
executed.  Borrower has not subordinated (or consented to the  subordination of)
the Assigned Indebtedness to any other indebtedness owing to any person.

     (d) No  Unmatured  Event of Default or Event of Default  (as defined in the
Credit Agreement) has occurred and is continuing other than the Unmatured Events
of Default and/or the Events of Default disclosed on Schedule 2 attached hereto.

     (e) Borrower has not entered into any  amendments or  modifications  to the
Credit Agreement,  the Notes or any other Loan Document prior to the date hereof
other than the First  Amendment  to Credit  Agreement  and Second  Amendment  to
Credit Agreement described above (the  Amendments),  and Borrower has received
no waivers (other than those which no longer remain in effect or those contained
in any  Amendment)  with  respect  to any of the Loan  Documents  other than the
waivers disclosed on Schedule 3 attached hereto.

     (f) The Base Agreement for Natural Gas Purchases  dated  September 9,  1999
between MOC and AEMC is being terminated contemporaneous with Assignor's receipt
of the cash consideration prescribed in Section 1.1(a) hereof, whereupon neither
Borrower nor AEMC will have any continuing rights or obligations thereunder.

     (g) The ISDA Master Swap Agreement dated September 9,  1999 between MRC and
AMS,  and  the  Transactions   entered  into  thereunder  are  being  terminated
contemporaneous   with  the  later  of  (i)  Assignor's   receipt  of  the  cash
consideration  prescribed  in  Section 1.1(a)  hereof and (ii) the execution and
delivery of the related  Termination of Agreement and Mutual Release between MRC
and  AMS  and  AMS's  receipt  of the  cash  consideration  prescribed  therein,
whereupon  neither MRC nor AMS will have any  continuing  rights or  obligations
thereunder.

     (h) The ISDA Master Swap Agreement dated September 9,  1999 between MOC and
AMS,  and  the  Transactions   entered  into  thereunder  are  being  terminated
contemporaneous   with  the  later  of  (i)  Assignor's   receipt  of  the  cash
consideration  prescribed  in  Section 1.1(a)  hereof and (ii) the execution and
delivery of the related  Termination of Agreement and Mutual Release between MOC
and  AMS  and  AMS's  receipt  of the  cash  consideration  prescribed  therein,
whereupon  neither MOC nor AMS will have any  continuing  rights or  obligations
thereunder.

        Section 1.5  Representations  and  Warranties  by each Party.  Each
party hereto represents and warrants the following to the other parties:

                                       4
<PAGE>

     (a) Authority;  Execution.  The party has all requisite power and authority
to execute this Instrument and consummate the transactions  contemplated hereby.
The execution, delivery, and performance of this Instrument and the consummation
of the transactions  contemplated hereby on the part of the party have been duly
and validly authorized by all necessary action on the part of such party.

     (b) No Conflict.  The execution,  delivery and  performance by the party of
this  Instrument does not and will not conflict with or violate any provision of
its  respective  articles  of  incorporation,  bylaws  or  other  organizational
documents or any other material agreement, contract or instrument to which it is
a party.

     Section 1.6  Endorsement  of Note.  Upon the execution of this  Instrument,
Assignor shall deliver the Note to Assignee,  which Assignor shall have endorsed
as follows: Pay to the order of Black Hills Corporation,  without any warranty,
representation or recourse whatsoever,  express or implied, whether statutory or
otherwise,  other than as  expressly  set forth in that  certain  Assignment  of
Credit  Agreement,  Note,  Liens and Security  Documents  dated as of October 1,
2002, by and among Aquila Energy Capital  Corporation,  Black Hills Corporation,
Mallon Resources Corporation and Mallon Oil Company.

     Section  1.7  Surrender  of Stock.  Assignor  hereby  assigns to Mallon the
Borrower Stock. Upon the execution of this Instrument,  Assignor shall surrender
to Borrower all shares of Borrower Stock, which Borrower shall cancel. Upon such
surrender by Assignor, Assignor shall have no further rights with respect to the
Borrower Stock, or with respect to any other stock of or interest in Borrower.

     Section 1.8 Delivery of Insurance Certificates.  Upon the execution of this
Instrument,  Borrower  shall deliver to Assignee the  certificates  of insurance
required by Section 7.1(p)  of the Credit Agreement,  showing Assignee as a loss
payee and an additional party insured as its interest may appear.

     Section 1.9 Reserved  Indemnities and Reserved  Interests.  Notwithstanding
any other provision hereof or in any other agreement:  (a) Borrower shall remain
fully liable to Assignor and its shareholders,  officers, directors,  attorneys,
agents and  representatives  (collectively the ndemnified  Assignor  Parties)
with respect to all valid and existing  obligations  and liabilities of Borrower
to provide  indemnification to the Indemnified  Assignor Parties pursuant to the
Credit Agreement,  which obligations and liabilities shall survive the execution
and delivery of this  Instrument  and any subsequent  amendment,  restatement or
termination of the Credit Agreement (collectively,  the Reserved Indemnities),
and such Reserved Indemnities: (x) shall be and are hereby excepted and reserved
from the Assigned  Rights and (y) are not included among any of the  liabilities
or  obligations  released  by  Assignor  pursuant to  Section 1.11  hereof;  and
(b) Assignor  hereby also  excepts  from the  Assigned  Rights all of the rights
under the Agency Agreement identified in Section 1.2(c),  the Base Agreement for
Natural Gas  Purchases  identified  in  Section 1.2(d)  and the ISDA Master Swap
Agreements  identified  in  Sections 1.2(e)  and  (f),  all of which  are  being
terminated  as  provided  herein;  as well as the  Borrower  Stock that is being
surrendered  to  Borrower  pursuant to  Section 1.7  hereof  (collectively,  the
Reserved Interests).

                                       5
<PAGE>


     Section 1.10 Release by Borrower.  To induce Assignor to sell, and Assignee
to purchase the Assigned  Rights,  and at the special  insistence and request of
Assignor  and  Assignee,  and for other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  Borrower hereby fully
releases and discharges  Assignor and its successors and assigns  (including but
not limited to Assignee) and their respective  officers,  directors,  employees,
representatives,  agents and  affiliates,  from all claims,  demands,  causes of
action,  liabilities  or other  obligations  (Claims)  of any kind  whatsoever
(INCLUDING,  WITHOUT LIMITATION,  OFFSETS, REDUCTIONS,  REBATEMENTS OR CLAIMS OF
USURY OR CLAIMS WITH  RESPECT TO THE  NEGLIGENCE  OR WILLFUL  MISCONDUCT  OF ANY
PERSON HEREBY INDEMNIFIED), whether known or unknown and whether now existing or
hereafter asserted, to the extent that any such Claims arise from or are related
to events or  circumstances  occurring  or existing on or before the date hereof
and are in any way related to the Notes,  the Credit  Agreement,  any other Loan
Documents,  or any of the  transactions  provided  for  thereby.  The  foregoing
release and discharge shall be deemed to be effective  immediately following the
assignment  and  assumption  effected  by  Article I  hereof,   subject  to  the
provisions of Section 2.6, and as part of the foregoing release, Borrower hereby
releases  Assignor from any of its  obligations and commitments to make loans or
otherwise extend credit under the Credit  Agreement,  provided that such release
shall not impair the assumption by Assignee contained in Section 1.1(b) hereof.

     Section  1.11  Release by  Assignor.  To induce  Assignee to  purchase  the
Assigned Rights, and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby fully releases and
discharges Borrower and Assignee,  their respective  successors and assigns, and
their respective officers,  directors,  employees,  representatives,  agents and
affiliates, from all Claims of any kind whatsoever, whether known or unknown and
whether now existing or hereafter  asserted,  to the extent that any such Claims
arise from or are related to events or circumstances occurring or existing on or
before  the date  hereof and are in any way  related  to the  Notes,  the Credit
Agreement,  any other Loan Documents,  or any of the  transactions  provided for
thereby,  subject to the  provisions  of  Section 1.13  below,  and except  for:
(a) any claims,  causes of action and other rights of Assignor  against Borrower
reserved by Assignor pursuant to Section 1.9,  above, and (b) any obligations of
Assignee to Assignor expressly created pursuant to this Instrument.

     Section 1.12 Release by Assignee.  To induce  Assignor to sell and transfer
the Assigned Rights, and for other good and valuable consideration,  the receipt
and sufficiency of which are hereby acknowledged, Assignee hereby fully releases
and  discharges  Assignor,  its  successors  and assigns,  and their  respective
officers, directors, employees, representatives, agents and affiliates, from all
Claims of any kind whatsoever, whether known or unknown and whether now existing
or  hereafter  asserted,  to the extent that any such  Claims  arise from or are
related to events or  circumstances  occurring or existing on or before the date
hereof and are in any way related to the Notes, the Credit Agreement,  any other
Loan Documents,  or any of the transactions provided for thereby, except for any
Claims  arising  from or related to any  obligations  of  Assignor  to  Assignee
expressly created pursuant to this Instrument,  including,  without  limitation,

                                       6
<PAGE>

any Claims  arising  from any breach by Assignor of any of its  representations,
warranties, covenants or agreements hereunder.

     Section  1.13  Continuing   Indebtedness.   The  Assigned  Indebtedness  is
continuing  indebtedness,  and nothing  herein  contained  shall be construed to
cause or deem any of the  Assigned  Indebtedness  to be paid,  or to  release or
terminate  any of the  Assigned  Liens (or any other  lien  securing  any of the
Assigned Indebtedness).

     Section 1.14  Amendment to Mortgage.  Borrower and, at Assignor's  request,
Assignor,  will execute an amendment  to the Deed of Trust,  Mortgage,  Security
Agreement,  Financing Statement and Assignment of Production from MOC to Lee-Ken
Choo,  Trustee for the benefit if Aquila (the  Mortgage) in form and substance
mutually  satisfactory,  reflecting  the  assignment of the Mortgage to Assignee
within two  business  days after  Assignee  has  provided  to  Borrower  (and to
Assignor,  if Assignor is to be a party to such amendment) a mutually acceptable
form of such amendment.

     Section 1.15  Termination of Agency  Agreement.  The Agency Agreement dated
September 9,   1999  between   Borrower   and  Assignor  is  hereby   terminated
contemporaneous with Assignor's receipt of the cash consideration  prescribed in
Section 1.1(a)  hereof,  whereupon  neither  Borrower nor Assignor will have any
continuing rights or obligations thereunder.

     Section 1.16 Additional Documents.  Assignor will from time to time, at the
reasonable request of Assignee and upon payment of Assignor's expenses,  execute
and deliver to Assignee any documents  which are necessary or desirable to carry
out more  effectively the purposes hereof,  including  without  limitation,  any
financing  statements or assignments,  properly completed (and acknowledged when
required).

                                  Article II.
                                  MISCELLANEOUS

     Section 2.1  Addresses.  For the  purposes  hereof,  the  addresses  of the
parties shall be as shown beside their signatures hereto.

     Section  2.2  Choice  of Law.  This  Instrument  shall be  governed  by the
internal  laws of the  State of Texas,  without  giving  effect to that  state's
choice of law rules.

     Section 2.3 Counterparts.  This Instrument may be executed by the different
parties  hereto in  separate  counterparts.  All of such  counterparts  together
constitute one and the same instrument.

     Section 2.4 Successors and Assigns.  The terms,  provisions,  covenants and
conditions  hereof  shall be  binding  upon the  successors  and  assigns of the
parties  hereto,  and shall inure to the benefit of the parties hereto and their
respective successors and assigns.

     Section 2.5 Entire Agreement.  THIS WRITTEN INSTRUMENT REPRESENTS THE FINAL
AGREEMENT  BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY
NOT BE CONTRADICTED BY


                                       7
<PAGE>


EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     Section 2.6  Effective  Date.  Notwithstanding  anything else herein to the
contrary,  this instrument  shall not become effective unless and until the cash
consideration   required  to  be  paid  by  Assignee  to  Assignor  pursuant  to
Section 1.1 (a) hereof has been received by Assignor.


                                   [Remainder of Page Intentionally Left Blank]


                                       8
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have each executed this Instrument
on the dates set forth in their respective acknowledgments below to be effective
for all purposes as of the date first above written.

Address of Assignor is:                   AQUILA ENERGY CAPITAL CORPORATION

909 Fannin, Suite 1850
Two Houston Center                        By:
Houston, Texas  77010                     Name:
Mr. Lee-Ken Choo                          Title:



Address of Assignee is:                   BLACK HILLS CORPORATION

P.O. Box 1400 (57709-1400)
625 Ninth St.
Rapid City, SD  57701                     By:
David R. Emery                            Name:                              _
                                          Title:



Address of Borrower is:                   MALLON RESOURCES CORPORATION


999 18TH Street, Suite 1700               By:
Denver, Colorado 80202                    Name:
Mr. George O. Mallon, Jr.                 Title:


                                          MALLON OIL COMPANY


                                          By:
                                          Name:
                                          Title:


                                       9
<PAGE>

                                 ACKNOWLEDGMENT
                                   (Assignor)


STATE OF COLORADO

CITY AND COUNTY OF DENVER


     The  foregoing  instrument  was  acknowledged  before  me  this  1st day of
October,  2002, by Kenneth F. Wyatt,  Vice  President of Aquila  Energy  Capital
Corporation.

     Witness my hand and official seal.



                                             ________________________________
                                             Notary Public
                                             Name:  Louise A. Canjar

My commission expires:  January 20, 2006

(NOTARIAL SEAL)


                                       10
<PAGE>

                                 ACKNOWLEDGMENTS
                                   (Assignee)


STATE OF COLORADO

CITY AND COUNTY OF DENVER


     The  foregoing  instrument  was  acknowledged  before  me  this  1st day of
October,  2002, by David R. Emery, Vice President/Fuel  Resources of Black Hills
Corporation

         Witness my hand and official seal.


                                             _________________________________
                                             Notary Public
                                             Name:  Louise A. Canjar


My commission expires:  January 20, 2006

(NOTARIAL SEAL)


                                       11
<PAGE>

                                 ACKNOWLEDGMENT
                                   (Borrower)


STATE OF COLORADO

CITY AND COUNTY OF DENVER

     The  foregoing  instrument  was  acknowledged  before  me  this  1st day of
October,  2002, by Roy K. Ross,  Executive  Vice  President of Mallon  Resources
Corporation.

     Witness my hand and official seal.


                                             _________________________________
                                             Notary Public
                                             Name:  Louise A. Canjar


My commission expires:  January 20, 2006

(NOTARIAL SEAL)





STATE OF COLORADO

CITY AND COUNTY OF DENVER


     The  foregoing  instrument  was  acknowledged  before  me  this  1st day of
October, 2002, by Roy K. Ross, Executive Vice President Mallon Oil Company.

     Witness my hand and official seal.

                                             _______________________________
                                             Notary Public
                                             Name:  Louise A. Canjar

My commission expires:  January 20, 2006

(NOTARIAL SEAL)


                                       12
<PAGE>

                                   SCHEDULE 1
      To Assignment of Credit Agreement, Note, Liens and Security Documents

                               SECURITY DOCUMENTS



                                 [See attached]


                                       13
<PAGE>


                                   SCHEDULE 2
      To Assignment of Credit Agreement, Note, Liens and Security Documents



                EVENTS OF DEFAULT AND UNMATURED EVENTS OF DEFAULT



1.   Borrower is not in full  compliance  with the covenant set forth in Section
     7.1(k) [timely payment of trade creditors].

2.   Borrower  is not in  compliance  with  requirements  set  forth in  Section
     10.1(b) [projected net revenues].

3.   Borrower  is not in  compliance  with  requirements  set  forth in  Section
     10.1(g) [P.I.T. lien].


                                       14
<PAGE>


                                   SCHEDULE 3
      To Assignment of Credit Agreement, Note, Liens and Security Documents



                                     WAIVERS



     Assignor  has  heretofore  waived  Borrower's  deficiencies  set  forth  in
Schedule 2, or agreed to refrain from taking  action with respect  thereto for a
period of time.





                                       15
<PAGE>


