Amended Restated and Consolidated Deed of Trust Mortgage

DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION, AND FINANCING STATEMENT OF OIL AND GAS PROPERTIES

(Including After-Acquired Title)

State:

County:

Grantor: (Name and Address)

Trustee: (Name and Address)

Beneficiary: (Name and Address)

Effective Date:

Grantor, named above, to secure payment and performance of the Obligation, defined in Article One below, and in consideration of the other valuable consideration paid to Grantor, the receipt and adequacy of which are acknowledged, and in consideration of the debt and trusts set out below, grants, bargains, sells, assigns, transfers, and conveys to Trustee, named above, and to the Trustee's successor or successors or substitutes, with power of sale, the real and personal properties, rights, title, interests and estates described or to which reference is made in paragraphs I through VI below, inclusive, whether now owned or later acquired by Grantor (collectively the "Mortgaged Property"):

I. Oil and Gas Leases and Other Properties. All of the oil and/or gas and mineral leases, lands, interests and other properties which are described and/or to which reference may be made on Exhibit "A."

II. Pooled Interests. All rights, title, interests and estates now owned or later acquired by Grantor in and to pooled or unitized properties and related agreements, including all units formed under applicable laws.

III. Hydrocarbons. All oil, gas, casinghead gas, drip gasoline, natural gasoline and condensate, distillate, all other liquid and gaseous hydrocarbons, and all other minerals and byproducts now or later accruing to or produced from the Interests.

IV. Contracts. All present and future rights of Grantor under operating agreements, contracts for the purchase, exchange, processing, transportation or sale of Hydrocarbons, and other related contracts and agreements.

V. Other Property. All tenements, hereditaments, appurtenances and properties appertaining to the Leases, including pipelines, gathering lines, easements, compressor equipment, tanks, casings, tools, appliances, surface leases, rights-of-way, and all accessions, additions, substitutes and replacements thereto.

VI. Other Rights to Hydrocarbons. Any and all other rights, titles, estates, royalties and interests in and to Hydrocarbons and revenues from the Lands described in Exhibit "A."

TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, contracts and appurtenances now, later, or at any time before the foreclosure or release of this Deed of Trust in anywise pertaining or belonging, to the Trustee and to his successors or substitutes and to their successors and assigns, forever.

This conveyance is made in trust, however, upon the terms and provisions set out below to secure the full and final payment and performance of the Obligation, described in Article One below.

To further secure the Obligation, Grantor grants to Beneficiary a security interest in the Mortgaged Property to the extent it consists of personal property subject to the Uniform Commercial Code, including proceeds and products from the Mortgaged Property.

ARTICLE ONE

Secured Obligation

This Deed of Trust is made to secure and enforce the following note or notes, obligations, indebtedness, covenants, conditions, agreements, loans, advances, debts and liabilities (the "Obligation"):

1.1 Note. Those certain promissory notes dated and , executed by Grantor, payable to the order of Beneficiary in the original principal amounts of and , respectively.

1.2 Other Indebtedness. Any and all other or additional indebtedness or liabilities for which Grantor is now or may subsequently become liable to Beneficiary at any time and from time to time.

1.3 Indebtedness Arising Under Security Instruments. All indebtedness, obligations, covenants, conditions, agreements, and liabilities arising under this Deed of Trust and any other related security instrument.

1.4 Future Advances. All loans and advances which Beneficiary may later make to Grantor up to a maximum amount of .

1.5 Costs and Expenses. All sums advanced and costs and expenses incurred by Beneficiary in connection with the Obligation and related security.

1.6 Renewals, Extensions, and Rearrangements. Any and all renewals, extensions, and/or rearrangements of all or any part of the Note and related obligations.

ARTICLE TWO

Representations, Warranties, and Covenants Of Grantor

2.1 Representations and Warranties. Grantor represents and warrants to Beneficiary that:

(a) Authority. Grantor has authority to execute this Deed of Trust and grant the Mortgaged Property.

(b) Title. Grantor has good and indefeasible title to the Mortgaged Property free and clear of Liens except Permitted Liens.

(c) Percentage Interests. The percentage interests of Grantor's participation in the total production of Hydrocarbons are as represented in Exhibit "A."

(d) Advance Payment Contract. Grantor is not a party to any advance payment contract affecting the Interests not disclosed to Beneficiary in writing.

2.2 Covenants of Grantor. Grantor covenants and agrees to:

(a) Additional Documents. Execute and deliver additional instruments and further assurances as requested by Beneficiary.

(b) Cure of Defects. Promptly notify Beneficiary of any challenge to the validity or priority of this Deed of Trust and cure defects at Grantor's expense.

(c) Payment of Taxes. Pay all lawful Taxes attributable to the Mortgaged Property before delinquent.

(d) Compliance with Leases, Interests, Contracts, and Easements. Timely perform all obligations under the Leases, Interests, Contracts, or Easements.

(e) Maintenance of Mortgaged Property. Maintain, preserve, and keep the Mortgaged Property in good repair and condition.

(f) Payment for Labor and Materials. Promptly pay all bills for labor and materials incurred in connection with the Mortgaged Property.

(g) Performance of Obligation. Pay and perform all of the Obligation.

(h) Mortgage Taxes. Pay any taxes imposed on this Deed of Trust or any Lien created by it.

(i) Performance of Covenants. Punctually and properly perform all covenants, duties, and liabilities under this Deed of Trust and any other security instrument.

(j) Inspection of Mortgaged Property. Allow Beneficiary or its designated agents to inspect the Mortgaged Property and related records.

(k) Operation of Mortgaged Property. Operate the Mortgaged Property in a careful and efficient manner in compliance with industry practices and Laws.

(l) Development Work. Do development and other work reasonably necessary to protect production capacity.

(m) Maintenance of Leases, Contracts, and Easements. Maintain all Leases, Contracts, and Easements in full force and effect.

(n) Insurance. Carry customary insurance on the Mortgaged Property and make all insurance payable to Beneficiary as its interest may appear.

(o) Compliance with Laws. Comply with all Laws applicable to the Mortgaged Property and its ownership, use and operation.

(p) Sales of Mortgaged Property. Do not sell, transfer, convey, assign, pledge, or encumber the Mortgaged Property without prior written consent.

(q) Title Opinions. Furnish Beneficiary copies of title opinions and abstracts requested from time to time.

(r) Principal Office. Maintain the principal office and records relating to the Mortgaged Property at Grantor's address on page 1.

(s) Advance Payment Contract. Do not enter into any Advance Payment Contract without Beneficiary's written consent.

(t) Properties Not Operated by Grantor. As to Interests not operated by Grantor, take all actions available to bring about required performance by operators.

ARTICLE THREE

Defaults and Remedies

3.1 Defaults. The term "Default" shall mean the failure to observe or perform any covenant, the failure to pay when due any installment of principal or interest, or the death or incapacity of any guarantor.

3.2 Remedies. If a Default shall occur and continue, Beneficiary may, at its option, do any one or more of the following, to the extent permitted by applicable Law:

(a) Payment or Performance by Beneficiary. Beneficiary may perform any covenant and add related expenses to the Obligation.

(b) Acceleration. Beneficiary may declare the aggregate unpaid principal and interest immediately due and payable.

(c) Foreclosure. Beneficiary may request Trustee to proceed with foreclosure and sell all or any part of the Mortgaged Property.

(d) Suit. Beneficiary or Trustee may proceed by suit or suits, at law or in equity, to enforce payment and performance of the Obligation.

(e) Appointment of Receiver. Beneficiary shall be entitled to the appointment of a receiver of all or any part of the Mortgaged Property.

(f) Possession of Mortgaged Property. Beneficiary may enter on the Lands and take possession of the Mortgaged Property.

(g) Assemble Collateral. Beneficiary may require Grantor to assemble the Collateral and make it available at a designated place.

(h) Disposition of Collateral. Beneficiary may sell, lease, or otherwise dispose of the Collateral after notification as provided by the applicable Code.

3.3 Purchase of Mortgaged Property by Beneficiary. Beneficiary may purchase all or any part of the Mortgaged Property at any sale, if permitted by applicable Law.

3.4 Operation of Properties by Beneficiary. If Beneficiary comes into possession of any part of the Mortgaged Property, it may use or operate it to preserve value, and Grantor shall reimburse reasonable expenses.

3.5 Possession of Property After Foreclosure. After foreclosure, Grantor and Grantor's Successors shall be considered tenants at sufferance of the purchaser.

3.6 Application of Proceeds. Proceeds from any sale, lease or other disposition shall be applied to the Obligation in Beneficiary's sole discretion until paid in full.

3.7 Abandonment of Sale. Beneficiary may abandon a foreclosure sale and institute suit for collection or foreclosure of the Liens.

3.8 Waiver of Appraisement and Redemption. Grantor waives appraisement, valuation, stay, extension, redemption, and marshalling rights to the extent permitted by law.

ARTICLE FOUR

Assignment of Production

4.1 Additional Security. To additionally secure the Obligation, Grantor assigns, transfers, and conveys to Beneficiary all of the following:

(a) All Hydrocarbons and their proceeds and products produced and to be produced from the Mortgaged Property.

(b) All Proceeds payable under gas sales, oil sales, transportation, and processing contracts now or later part of the Mortgaged Property.

(c) All amounts, sums, revenues, and income payable to Grantor from the Mortgaged Property or related contracts.

4.2 Transfer Orders. Grantor agrees to execute any transfer orders, payment orders, division orders and other instruments requested by Beneficiary.

4.3 Payment of Proceeds. Purchasers shall continue to pay Grantor until written demand is made by Beneficiary or Trustee for direct payment.

4.4 Limitation of Liability of Beneficiary and Trustee. Beneficiary is not liable for failure to enforce collection except for funds actually received.

ARTICLE FIVE

Miscellaneous

5.1 Release. If the Obligation is paid and performed in full, this conveyance shall be released at Grantor's request and expense.

5.2 Rights Cumulative. All Rights and Liens are cumulative of all other Rights and Liens provided by law or in equity.

5.3 Waivers. Any covenant may be waived in writing by Beneficiary to the extent and in the manner Beneficiary may desire.

5.4 Sale of Mortgaged Property. Beneficiary may deal with any owner of any part of the Mortgaged Property without notice to Grantor.

5.5 Condemnation Sale. Beneficiary shall be entitled to receive sums awarded for condemnation or damages to the Mortgaged Property.

5.6 Renewals of Indebtedness. Beneficiary is subrogated to any and all Rights and Liens owned or claimed by any holder of outstanding Rights and Liens.

5.7 Waiver of Marshalling. Grantor waives all rights of marshalling in event of foreclosure.

5.8 Number and Gender of Words, Etc. Singular includes plural and words of any gender include each other gender where appropriate.

5.9 Headings and Exhibits. Captions and headings are for convenience only and do not modify the terms of this Deed of Trust.

5.10 Notices. Whenever this Deed of Trust requires or permits any consent, approval, notice, request, or demand, it must be in writing and delivered by mail or personal delivery.

If to Grantor:

If to Beneficiary:

5.11 Governing Law. This Deed of Trust is intended to be performed in the State named on the first page. The substantive laws of that State and the United States of America shall govern the validity, construction, enforcement, and interpretation of this Deed of Trust.

However, despite anything in this Deed of Trust to the contrary, the substantive laws of the State of relating to the validity, construction and interpretation of the Obligation and to usury and permissible interest and similar charges and amounts shall govern all aspects of this Deed of Trust.

5.12 Invalid Provisions. If any provision of this Deed of Trust is invalid or unenforceable, the remaining provisions shall remain in full force and effect.

5.13 Definitions. The following terms shall have the meanings indicated:

"Advance Payment Contract" means any contract with another Person or party where Grantor receives or becomes entitled to receive an Advance Payment under specified conditions.

"Code" means the applicable Uniform Commercial Code, if any, of each state where any of the Mortgaged Property is situated.

"Contracts" has the meaning given to that term in paragraph IV.

"Deed of Trust" has the meaning given this term in Article One.

"Default" has the meaning given this term in Section 3.1.

"Easements" has the meaning given to that term in paragraph V.

"Grantor" means .

"Grantor's Successors" means each and all of the immediate and remote successors, assigns, heirs, executors, administrators, and legal representatives of Grantor.

"Highest Lawful Rate" means the maximum rate of interest permitted under applicable law.

"Holder" means any present or future holder of all or any part of the Obligation.

"Hydrocarbons" has the meaning given that term in paragraph III.

"Interests" has the meaning given to that term in paragraphs I and II.

"Lands" has the meaning given that term in paragraph VI.

"Laws" means all applicable constitutions, treaties, statutes, laws, ordinances, regulations, orders, writs, injunctions or decrees.

"Leases" has the meaning given to that term in paragraph I.

"Lien" means any lien, mechanic's lien, materialman's lien, pledge, conditional sale agreement, title retention agreement, financing lien, production payment, security interest, mortgage, deed of trust or other encumbrance.

"Mortgaged Property" has the meaning given to that term on page 1.

"Note" has the meaning given to that term in Section 1.1.

"Obligation" has the meaning given to that term in Article One.

"Other Security Instrument" has the meaning given to that term in Section 1.3.

"Permitted Liens" shall mean the listed categories of liens and interests described in the document.

"Person" means any individual, firm, corporation, association, partnership, joint venture, company, trust, tribunal or other entity.

"Personal Property" has the meaning given to that term in paragraph V.

"Proceeds" has the meaning given to that term in Section 4.1(a).

"Rights" means rights, remedies, powers, and privileges.

"Sale" has the meaning given to that term in Subsection 3.2(h).

"Section" means a Section of this Deed of Trust, unless specifically indicated otherwise.

"Taxes" means all taxes, assessments, fees, levies, imposts, duties, deductions, withholdings or other similar charges.

"Tribunal" means any court or any governmental department, commission, board, bureau, agency or instrumentality.

"Trustee" means the Person who is at the time the duly appointed trustee or successor or substitute trustee under this Deed of Trust.

5.14 Form of Deed of Trust. This instrument may be construed and enforced as a mortgage, deed of trust, chattel mortgage, conveyance, assignment, security agreement, pledge, financing statement, hypothecation, or contract, as appropriate under applicable Laws.

5.15 Multiple Counterparts. This Deed of Trust may be executed simultaneously in a number of identical counterparts.

5.16 Assignment of Beneficiary's Interest. Beneficiary shall have the right to assign all or a portion of its interest in this Deed of Trust to any subsequent holder of any portion of the Obligation.

5.17 Binding Effect. This Deed of Trust is binding upon Grantor and Grantor's Successors and shall inure to the benefit of Beneficiary and its successors and assigns.

[Exhibit "A"]