Bonepile: WHGGS Mortgage

Dan--

I'm forwarding these comments to the Mortgage Agreement from Quantum for your
review. I'm not very familiar with Mortgage/credit - type issues, but let's
discuss our responses at your convenience.

Thx

D
---------------------- Forwarded by Dan J Bump/DEN/ECT on 01/25/2000 02:22 PM
---------------------------

Enron Capital & Trade Resources Corp.

From: Doug Garrett <dkg@enernetok.com< 01/25/2000
12:43 PM

To: Dan J Bump/DEN/ECT@Enron
cc: "'roobannon@phillipsmcfall.com'" <roobannon@phillipsmcfall.com<
Subject: Bonepile: WHGGS Mortgage

Dan,
Per our discussion this am.

Mortage concerns:
B. Recitals: we want to make clear that the term loan amount can be
"up to" $750,000 as opposed to "is" $750,000.

1.1: Mortgagors need to be defined as all working interest owners
in the leases and not the royalty or overriding
royalty owners. Also stipulate that ownership of the Wellhead Gas
Gathering System (WHGGS) ownership is
identical to the leasehold working interest ownership. Here again
Quantum will need to sign on behalf of itself and as
agent for its program investors. EOW will sign for itself. The
nonworking interest owners will also need to sign for
themselves.

1.2.b: Again stipulate that RI and ORRI owners not subject to
mortgage or that all leasehold working interest owners
are bound.

2.1: Mortgagee would be the assignee in this provision. We need
clarification on the ramifications of the assignment
being absolute.

2.4: No duty of Mortgagee to produce rents is too much control to
give Mortgagee even in theory.

3.1: Stipulate that lien affects only leasehold working interest
owners.

5.5.1: Again mortgagor needs to be well defined.

5.1.(b): Enernet of Wyoming (EOW) has granted a mortgage to secure
the operations bond required by the Wyoming
Office of State Lands and Investments in the amount of $10,000.
This mortgage is a permitted exception hereto.
EOW has also file of record AAPL Model Form 610RS-1989 Recording
Supplement to the JOA and Financing Statement
in the ordinary course of business.

5.4: The loss threshhold should probably need to be increased in
light of the funding amount involved.

7.3: The personal liability language referenced in this provision
appears inconsistent with the in rem nature of the
mortage and therefore out of place.

Dan, let me know when we can talk with you and/or your counsel on these
matters.

Thanks,
Doug