EXHIBIT 10.14 MORTGAGE (MICHIGAN) FROM

EXHIBIT 10.14

MORTGAGE
(MICHIGAN)

FROM

▇▇▇▇▇▇ OIL CORPORATION
(TAXPAYER I.D. ▇▇-▇▇▇▇▇▇▇)

▇▇▇▇▇ ▇▇▇▇▇▇▇▇, AS TRUSTEE

FOR THE BENEFIT OF

BANK OF MONTREAL, AS AGENT
(TAXPAYER I.D. ▇▇▇▇▇▇▇▇▇)

THIS INSTRUMENT HAS BEEN DRAFTED BY AND
WHEN RECORDED RETURN TO:
▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P.
2300 First City Tower
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

NOTICE: A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF
SALE MAY ALLOW THE MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT
WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE
MORTGAGOR UNDER THIS MORTGAGE IF AND TO THE EXTENT PERMITTED BY APPLICABLE
LAW OF THE JURISDICTION IN WHICH THE MORTGAGED PROPERTY IS LOCATED.

TABLE OF CONTENTS

ARTICLE I

GRANT OF LIEN AND INDEBTEDNESS SECURED

Section 1.01 GRANT OF LIENS. . . . . . . . . . . . . . . . . . . . .1
Section 1.02 GRANT OF SECURITY INTEREST. . . . . . . . . . . . . . .4
Section 1.03 INDEBTEDNESS SECURED. . . . . . . . . . . . . . . . . .4
Section 1.04 FIXTURE FILING, ETC.. . . . . . . . . . . . . . . . . .5
Section 1.05 FUTURE ADVANCE. . . . . . . . . . . . . . . . . . . . .6
Section 1.06 PRO RATA BENEFIT. . . . . . . . . . . . . . . . . . . .6
Section 1.07 DEFINED TERMS . . . . . . . . . . . . . . . . . . . . .6

ARTICLE II

ASSIGNMENT OF PRODUCTION

Section 2.01 ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . .6
Section 2.02 NO MODIFICATION OF PAYMENT OBLIGATIONS. . . . . . . . .7

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 3.01 TITLE . . . . . . . . . . . . . . . . . . . . . . . . .7
Section 3.02 DEFEND TITLE. . . . . . . . . . . . . . . . . . . . . .7
Section 3.03 NOT A FOREIGN PERSON. . . . . . . . . . . . . . . . . .8
Section 3.04 POWER TO CREATE LIEN AND SECURITY . . . . . . . . . . .8
Section 3.05 REVENUE AND COST BEARING INTEREST . . . . . . . . . . .8
Section 3.06 RENTALS PAID; LEASES IN EFFECT. . . . . . . . . . . . .8
Section 3.07 OPERATION BY THIRD PARTIES. . . . . . . . . . . . . . .8
Section 3.08 ABANDON, SALES. . . . . . . . . . . . . . . . . . . . .9
Section 3.09 FAILURE TO PERFORM. . . . . . . . . . . . . . . . . . .9
Section 3.10 OPERATION OF MORTGAGED PROPERTY, ETC. . . . . . . . . .9
Section 3.11 WASTE; ALTERATION . . . . . . . . . . . . . . . . . . 10

ARTICLE IV

RIGHTS AND REMEDIES

Section 4.01 EVENT OF DEFAULT. . . . . . . . . . . . . . . . . . . 10
Section 4.02 FORECLOSURE AND SALE. . . . . . . . . . . . . . . . . ▇▇

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▇▇▇▇▇▇▇ ▇.▇▇ ▇▇▇▇▇▇▇▇▇▇ TRUSTEES AND AGENTS. . . . . . . . . . . . 11
Section 4.04 JUDICIAL FORECLOSURE; RECEIVERSHIP. . . . . . . . . . 12
Section 4.05 FORECLOSURE FOR INSTALLMENTS. . . . . . . . . . . . . 12
Section 4.06 SEPARATE SALES. . . . . . . . . . . . . . . . . . . . 12
Section 4.07 POSSESSION OF MORTGAGED PROPERTY. . . . . . . . . . . 12
Section 4.08 OCCUPANCY AFTER FORECLOSURE . . . . . . . . . . . . . 13
Section 4.09 REMEDIES CUMULATIVE, CONCURRENT AND NONEXCLUSIVE. . . 13
Section 4.10 NO RELEASE OF OBLIGATIONS . . . . . . . . . . . . . . 13
Section 4.11 RELEASE OF AND RESORT TO COLLATERAL . . . . . . . . . 14
Section 4.12 WAIVER OF REDEMPTION, NOTICE AND MARSHALLING OF
ASSETS, ETC . . . . . . . . . . . . . . . . . . . . . 14
Section 4.13 DISCONTINUANCE OF PROCEEDINGS . . . . . . . . . . . . 14
Section 4.14 APPLICATION OF PROCEEDS . . . . . . . . . . . . . . . 14
Section 4.15 RESIGNATION OF OPERATOR . . . . . . . . . . . . . . . 15
Section 4.16 INDEMNITY . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE V

THE TRUSTEE

Section 5.01 DUTIES, RIGHTS, AND POWERS OF TRUSTEE . . . . . . . . 16
Section 5.02 SUCCESSOR TRUSTEE . . . . . . . . . . . . . . . . . . 16
Section 5.03 RETENTION OF MONEYS . . . . . . . . . . . . . . . . . 17

ARTICLE VI

MISCELLANEOUS

Section 6.01 INSTRUMENT CONSTRUED AS MORTGAGE, ETC.. . . . . . . . 17
Section 6.02 RELEASE OF MORTGAGE . . . . . . . . . . . . . . . . . 17
Section 6.03 SEVERABILITY. . . . . . . . . . . . . . . . . . . . . 17
Section 6.04 SUCCESSORS AND ASSIGNS OF PARTIES . . . . . . . . . . 18
Section 6.05 SATISFACTION OF PRIOR ENCUMBRANCE . . . . . . . . . . 18
Section 6.06 SUBROGATION OF TRUSTEE. . . . . . . . . . . . . . . . 18
Section 6.07 NATURE OF COVENANTS . . . . . . . . . . . . . . . . . 18
Section 6.08 NOTICES . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.09 COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . 18
SECTION 6.10 EXCULPATION PROVISIONS. . . . . . . . . . . . . . . . 19
SECTION 6.11 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . 19

Exhibit A - Mortgaged Property
Exhibit B - Agreements

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MORTGAGE

This MORTGAGE (this "MORTGAGE") is entered into as of the effective
time and date hereinafter stated (the "EFFECTIVE DATE") by ▇▇▇▇▇▇ OIL
CORPORATION, whose address for notice is ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("MORTGAGOR"), to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Trustee,
whose address for notice is ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
("TRUSTEE") for the benefit of BANK OF MONTREAL with offices at ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, as Agent (in such capacity,
"MORTGAGEE") for itself and such other financial institutions (collectively
called the "LENDERS") which are or hereafter become a party to the Credit
Agreement (hereinafter defined).

R E C I T A L S:

A. On even date herewith, Mortgagor, Mortgagee, and the lenders
parties thereto (the "LENDERS") are executing a Credit Agreement (such
agreement, as may from time to time be amended or supplemented, called the
"CREDIT AGREEMENT") pursuant to which, upon the terms and conditions stated
therein, the Lenders agree to make loans to Mortgagor.

B. The Lenders have conditioned their obligations under the Credit
Agreement upon the execution and delivery by Mortgagor of this Mortgage,
and Mortgagor has agreed to enter into this Mortgage.

C. Therefore, in order to comply with the terms and conditions of
the Credit Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Mortgagor hereby
agrees with Mortgagee as follows:

ARTICLE I

GRANT OF LIEN AND INDEBTEDNESS SECURED

Section 1.01 GRANT OF LIENS. To secure payment of the Indebtedness
(as hereinafter defined) and the performance of the covenants and
obligations herein contained, Mortgagor does by these presents hereby
GRANT, BARGAIN, SELL, ASSIGN, MORTGAGE, TRANSFER, CONVEY and WARRANT unto
Mortgagee, with power of sale (to the extent permitted by applicable law)
unto Trustee and Trustee's successors and substitutes in trust hereunder,
for the use and benefit of Mortgagee, the real and personal property,
rights, titles, interests and estates described in the following paragraphs
(a) through (g) (collectively called the "MORTGAGED PROPERTY"):

(a) All rights, titles, interests and estates now owned or hereafter
acquired by Mortgagor in and to the oil and gas leases and/or oil, gas and
other mineral leases and other interests and estates and the lands and
premises covered or affected thereby which are described on EXHIBIT A

hereto (collectively called the "HYDROCARBON PROPERTY") or which
Hydrocarbon Property is otherwise referred to herein, and specifically, but
without limitation, the undivided interests of Mortgagor which are more
particularly described on attached EXHIBIT A.

(b) All rights, titles, interests and estates now owned or hereafter
acquired by Mortgagor in, to and under (i) the properties now or hereafter
pooled or unitized with the Hydrocarbon Property; (ii) all presently
existing or future unitization, communitization, pooling agreements and
declarations of pooled units and the units created thereby (including,
without limitation, all units created under orders, regulations, rules or
other official acts of any Federal, State or other governmental body or
agency having jurisdiction and any units created solely among working
interest owners pursuant to operating agreements or otherwise) which may
affect all or any portion of the Hydrocarbon Property including, without
limitation, those units which may be described or referred to on attached
EXHIBIT A; (iii) all operating agreements, production sales or other
contracts, farmout agreements, farm-in agreements, participation
agreements, exploration agreements, joint venture agreements, area of
mutual interest agreements, assignments, equipment leases and other
agreements described or referred to in this Mortgage or which relate to any
of the Hydrocarbon Property or interests in the Hydrocarbon Property
described or referred to herein or on attached EXHIBIT A or to the
production, sale, purchase, exchange, processing, handling, storage,
transporting or marketing of the Hydrocarbons (hereinafter defined) from or
attributable to such Hydrocarbon Property or interests, including without
limitation, all such agreements described in EXHIBIT B attached hereto;
(iv) all geological, geophysical, engineering, accounting, title, legal,
and other technical or business data concerning the Mortgaged Property, the
Hydrocarbons, or any other item of Property which are in the possession of
Mortgagor or in which Mortgagor can otherwise grant a security interest,
and all books, files, records, magnetic media, computer records, and other
forms of recording or obtaining access to such data; and (v) the
Hydrocarbon Property described on attached EXHIBIT A and covered by this
Mortgage even though Mortgagor's interests therein be incorrectly described
or a description of a part or all of such Hydrocarbon Property or
Mortgagor's interests therein be omitted; it being intended by Mortgagor
and Mortgagee herein to cover and affect hereby all interests which
Mortgagor may now own or may hereafter acquire in and to the Hydrocarbon
Property notwithstanding that the interests as specified on EXHIBIT A may
be limited to particular lands, specified depths or particular types of
property interests.

(c) All rights, titles, interests and estates now owned or hereafter
acquired by Mortgagor in and to all oil, gas, casinghead gas, condensate,
distillate, liquid hydrocarbons, gaseous hydrocarbons and all products
refined therefrom and all other minerals (collectively called the
"HYDROCARBONS") in and under and which may be produced and saved from or

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attributable to the Hydrocarbon Property, the lands pooled or unitized
therewith and Mortgagor's interests therein, including all oil in tanks and
all rents, issues, profits, proceeds, products, revenues and other income
from or attributable to the Hydrocarbon Property, the lands pooled or
unitized therewith and Mortgagor's interests therein which are subjected or
required to be subjected to the liens and security interests of this
Mortgage.

(d) All tenements, hereditaments, appurtenances and properties in
anywise appertaining, belonging, affixed or incidental to the Hydrocarbon
Property, rights, titles, interests and estates described or referred to in
paragraphs (a) and (b) above, which are now owned or which may hereafter be
acquired by Mortgagor, including, without limitation, any and all property,
real or personal, now owned or hereafter acquired and situated upon, used,
held for use, or useful in connection with the operating, working or
development of any of such Hydrocarbon Property or the lands pooled or
unitized therewith (excluding drilling rigs, trucks, automotive equipment
or other personal property which may be taken to the premises for the
purpose of drilling a well or for other similar temporary uses) and
including any and all oil ▇▇▇▇▇, gas ▇▇▇▇▇, injection ▇▇▇▇▇ or other ▇▇▇▇▇,
buildings, structures, field separators, liquid extraction plants, plant
compressors, pumps, pumping units, pipelines, sales and flow lines,
gathering systems, field gathering systems, salt water disposal facilities,
tanks and tank batteries, fixtures, valves, fittings, machinery and parts,
engines, boilers, meters, apparatus, equipment, appliances, tools,
implements, cables, wires, towers, casing, tubing and rods, surface leases,
rights-of-way, easements, servitudes, licenses and other surface and
subsurface rights together with all additions, substitutions, replacements,
accessions and attachments to any and all of the foregoing properties.

(e) Any property that may from time to time hereafter, by delivery or
by writing of any kind, be subjected to the lien and security interest
hereof by Mortgagor or by anyone on Mortgagor's behalf; and the Trustee is
hereby authorized to receive the same at any time as additional security
hereunder.

(f) All of the rights, titles and interests of every nature
whatsoever now owned or hereafter acquired by Mortgagor in and to the
Hydrocarbon Property rights, titles, interests and estates and every part
and parcel thereof, including, without limitation, the Hydrocarbon Property
rights, titles, interests and estates as the same may be enlarged by the
discharge of any payments out of production or by the removal of any
charges or Permitted Encumbrances (as hereinafter defined in Section 3.01)
to which any of the Hydrocarbon Property rights, titles, interests or
estates are subject, or otherwise; all rights of Mortgagor to liens and
security interests securing payment of proceeds from the sale of production
from the Mortgaged Property; together with any and all renewals and
extensions of any of the Hydrocarbon Property rights, titles, interests or

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estates; all contracts and agreements supplemental to or amendatory of or
in substitution for the contracts and agreements described or mentioned
above; and any and all additional interests of any kind hereafter acquired
by Mortgagor in and to the Hydrocarbon Property rights, titles, interests
or estates.

(g) All accounts, contract rights, inventory, general intangibles,
insurance contracts and insurance proceeds constituting a part of, relating
to or arising out of those portions of the Mortgaged Property which are
described in paragraphs (a) through (f) above and all proceeds and products
of all such portions of the Mortgaged Property and payments in lieu of
production (such as "take or pay" payments), whether such proceeds or
payments are goods, money, documents, instruments, chattel paper,
securities, accounts, general intangibles, fixtures, real property, or
other assets.

Any fractions or percentages specified on attached EXHIBIT A in
referring to Mortgagor's interests are solely for purposes of the
warranties made by Mortgagor pursuant to Sections 3.01 and 3.05 hereof and
shall in no manner limit the quantum of interest affected by this
Section 1.01 with respect to any Hydrocarbon Property or with respect to
any unit or well identified on said EXHIBIT A.

TO HAVE AND TO HOLD the Mortgaged Property unto the Trustee and to his
successors and assigns forever to secure the payment of the Indebtedness
(hereinafter defined) and to secure the performance of the covenants,
agreements, and obligations of the Mortgagor herein contained.

Section 1.02 GRANT OF SECURITY INTEREST. To further secure the
Indebtedness, Mortgagor hereby grants to Mortgagee a security interest in
and to the Mortgaged Property (whether now or hereafter acquired by
operation of law or otherwise) insofar as the Mortgaged Property consists
of equipment, accounts, contract rights, general intangibles, insurance
contracts, insurance proceeds, inventory, Hydrocarbons, fixtures and any
and all other personal property of any kind or character defined in and
subject to the provisions of the Uniform Commercial Code presently in
effect in the jurisdiction in which the Mortgaged Property is situated
("APPLICABLE UCC"), including the proceeds and products from any and all
of such personal property. Upon the happening of any of the Events of
Default, Mortgagee is and shall be entitled to all of the rights, powers
and remedies afforded a secured party by the Applicable UCC with reference
to the personal property and fixtures in which Mortgagee has been granted a
security interest herein, or the Trustee or Mortgagee may proceed as to
both the real and personal property covered hereby in accordance with the
rights and remedies granted under this Mortgage in respect of the real
property covered hereby. Such rights, powers and remedies shall be
cumulative and in addition to those granted to the Trustee or Mortgagee
under any other provision of this Mortgage or under any other Security

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Instrument. Written notice mailed to Mortgagor as provided herein at least
five (5) days prior to the date of public sale of any part of the Mortgaged
Property which is personal property subject to the provisions of the
Applicable UCC or prior to the date after which private sale of any such
part of the Mortgaged Property will be made, shall constitute reasonable
notice.

Section 1.03 INDEBTEDNESS SECURED. This Mortgage is executed and
delivered by Mortgagor to secure and enforce the following (the
"INDEBTEDNESS"):

(a) Payment of and performance of any and all indebtedness,
obligations and liabilities of Mortgagor pursuant to the Credit Agreement,
whether now existing or hereafter arising, including without limitation,
those certain promissory notes which are or may be executed by Mortgagor
payable to the order of each Lender and being in the aggregate principal
amount of $75,000,000 with final maturity on or before February 9, 2004 and
all other notes given in substitution therefor or in modification, renewal
or extension thereof, in whole or in part (such notes, as from time to time
supplemented, amended or modified and all other notes given in substitution
therefor or in modification, renewal or extension thereof, in whole or in
part, being hereafter called the "NOTE").

(b) Any sums which may be advanced or paid by Mortgagee under the
terms hereof or of the Credit Agreement on account of the failure of
Mortgagor to comply with the covenants of Mortgagor contained herein or in
the Credit Agreement; and all other indebtedness of Mortgagor arising
pursuant to the provisions of this Mortgage.

(c) Any additional loans made by Mortgagee to Mortgagor. It is
contemplated that Mortgagee may lend additional sums to Mortgagor from time
to time, but shall not be obligated to do so, and Mortgagor agrees that any
such additional loans shall be secured by this Mortgage.

(d) Payment of and performance of any and all present or future
obligations of Mortgagor according to the terms of any present or future
interest rate or currency swap, rate cap, rate floor, rate collar, forward
rate agreement or other exchange or rate protection agreements or any
option with respect to any such transaction now existing or hereafter
entered into between Mortgagor and Mortgagee.

(e) Payment of and performance of any and all present or future
obligations of Mortgagor according to the terms of any present or future
swap agreements, cap, floor, collar, forward agreement or other exchange
or protection agreements relating to crude oil, natural gas or other
hydrocarbons or any option with respect to any such transaction now
existing or hereafter entered into between Mortgagor and Mortgagee.

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(f) Performance of all Letter of Credit Agreements executed from time
to time by Mortgagor under or pursuant to the Credit Agreement and all
reimbursement obligations for drawn or undrawn portions under any Letter of
Credit now outstanding or hereafter issued under or pursuant to the Credit
Agreement.

(g) Payment of and performance of any and all other indebtedness,
obligations and liabilities of any kind of Mortgagor to the Mortgagee, now
or hereafter existing, arising directly between Mortgagor and the Mortgagee
or acquired outright, as a participation, conditionally or as collateral
security from another by the Mortgagee, absolute or contingent, joint
and/or several, secured or unsecured, due or not due, arising by operation
of law or otherwise, or direct or indirect, including indebtedness,
obligations and liabilities to the Mortgagee of Mortgagor as a member of
any partnership, syndicate, association or other group, and whether
incurred by Mortgagor as principal, surety, endorser, guarantor,
accommodation party or otherwise.

Section 1.04 FIXTURE FILING, ETC. Without in any manner limiting
the generality of any of the other provisions of this Mortgage: (i) some
portions of the goods described or to which reference is made herein are or
are to become fixtures on the land described or to which reference is made
herein or on attached EXHIBIT A; (ii) the security interests created hereby
under applicable provisions of the Applicable UCC will attach to
Hydrocarbons (minerals including oil and gas) or the accounts resulting
from the sale thereof at the wellhead or minehead located on the land
described or to which reference is made herein; (iii) this Mortgage is to
be filed of record in the real estate records as a financing statement, and
(iv) Mortgagor is the record owner of the real estate or interests in the
real estate comprised of the Mortgaged Property.

Section 1.05 FUTURE ADVANCE. This Mortgage is a "Future Advance
Mortgage" under Act No. 348 of Public Acts of Michigan of 1990, as amended
(MCLA 565.901 ET SEQ.) All future advances under this Mortgage or
under all other agreements at any time made between Mortgagor and Mortgagee
shall have the same priority as if the future advance was made on the date
that this Mortgage was recorded. This Mortgage shall secure all
indebtedness of Mortgagor, its successors and assigns, under this Mortgage,
whenever incurred. Notice is hereby given that the Indebtedness secured
hereby may INCREASE as a result of any defaults hereunder by Mortgagor due
to, for example, and without limitation, unpaid interest or late charges,
unpaid taxes or insurance premiums which Mortgagee elects to advance,
defaults under leases that Mortgagee elects to cure, attorneys' fees or
costs incurred in enforcing the loan documents or other expenses incurred
by Mortgagee in protecting the Mortgaged Property, the security of this
Mortgage or Mortgagee's rights and interests.

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Section 1.06 PRO RATA BENEFIT. This Mortgage is executed and
granted for the pro rata benefit and security of Mortgagee, and the
Lenders, and any and all future holders of an interest in the Indebtedness
and the interest thereon for whatever period; it being understood and
agreed that possession of any Note (or any replacements of said Note) at
any time by Mortgagor shall not in any manner extinguish the Indebtedness,
such Note or this Mortgage securing payment thereof, and Mortgagor shall
have the right to issue and reissue any of the Notes from time to time as
its interest or as convenience may require, without in any manner
extinguishing or affecting the Indebtedness, the obligations under any of
the Notes, or the security of this Mortgage.

Section 1.07 DEFINED TERMS. Any capitalized term used in this
Mortgage and not defined in this Mortgage shall have the meaning assigned
to such term in the Credit Agreement.

ARTICLE II

ASSIGNMENT OF PRODUCTION

Section 2.01 ASSIGNMENT. Mortgagor has absolutely and
unconditionally assigned, transferred, and conveyed, and does hereby
absolutely and unconditionally assign, transfer and convey unto Mortgagee,
its successors and assigns, all of the Hydrocarbons and all products
obtained or processed therefrom, and the revenues and proceeds now and
hereafter attributable to the Hydrocarbons and said products and all
payments in lieu of the Hydrocarbons such as "take or pay" payments or
settlements. The Hydrocarbons and products are to be delivered into pipe
lines connected with the Mortgaged Property, or to the purchaser thereof,
to the credit of Mortgagee, free and clear of all taxes, charges, costs,
and expenses; and all such revenues and proceeds shall be paid directly to
Mortgagee, at its banking quarters in Chicago, Illinois with no duty or
obligation of any party paying the same to inquire into the rights of
Mortgagee to receive the same, what application is made thereof, or as to
any other matter. Mortgagor agrees to perform all such acts, and to
execute all such further assignments, transfers and division orders, and
other instruments as may be required or desired by Mortgagee or any party
in order to have said proceeds and revenues so paid to Mortgagee.
Mortgagee is fully authorized to receive and receipt for said revenues and
proceeds; to endorse and cash any and all checks and drafts payable to the
order of Mortgagor or Mortgagee for the account of Mortgagor received from
or in connection with said revenues or proceeds and to hold the proceeds
thereof in a bank account as additional collateral securing the
Indebtedness; and to execute transfer and division orders in the name of
Mortgagor, or otherwise, with warranties binding Mortgagor. All proceeds
received by the Mortgagee pursuant to this assignment shall be applied as
provided in the other Loan Documents. Mortgagee shall not be liable for
any delay, neglect, or failure to effect collection of any proceeds or to

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take any other action in connection therewith or hereunder; but Mortgagee
shall have the right, at its election, in the name of Mortgagor or
otherwise, to prosecute and defend any and all actions or legal proceedings
deemed advisable by Mortgagee in order to collect such funds and to protect
the interests of Mortgagee, and/or Mortgagor, with all costs, expenses and
attorneys' fees incurred in connection therewith being paid by Mortgagor.
Mortgagor hereby appoints Mortgagee as its attorney-in-fact to pursue any
and all rights of Mortgagor to liens on and security interests in the
Hydrocarbons securing payment of proceeds of runs attributable to the
Hydrocarbons. In addition to the rights granted to Trustee and/or
Mortgagee in Section 1.01 (f) of this Mortgage, Mortgagor hereby further
transfers and assigns to Mortgagee any and all such liens, security
interests, financing statements or similar interests of Mortgagor
attributable to its interest in the Hydrocarbons and proceeds of runs
therefrom arising under or created by said statutory provision, judicial
decision or otherwise. The power of attorney granted to Mortgagee in this
Section 2.01, being coupled with an interest, shall be irrevocable so long
as the Indebtedness or any part thereof remains unpaid.

Section 2.02 NO MODIFICATION OF PAYMENT OBLIGATIONS. Nothing herein
contained shall modify or otherwise alter the obligation of Mortgagor to
make prompt payment of all principal and interest owing on the Indebtedness
when and as the same become due regardless of whether the proceeds of the
Hydrocarbons are sufficient to pay the same and the rights provided in
accordance with the foregoing assignment provision shall be cumulative of
all other security of any and every character now or hereafter existing to
secure payment of the Indebtedness.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

Mortgagor hereby represents, warrants and covenants as follows:

Section 3.01 TITLE. To the extent of the undivided interests
specified on attached EXHIBIT A, Mortgagor has good and indefeasible title
to and is possessed of the Mortgaged Property. The Mortgaged Property is
free of any and all Liens (as defined in the Credit Agreement) except Liens
allowed by Section 9.02 of the Credit Agreement and Liens described on
EXHIBIT A hereto (collectively, the "PERMITTED ENCUMBRANCES").

Section 3.02 DEFEND TITLE. This Mortgage is, and always will be
kept, a direct first lien and security interest upon the Mortgaged Property
subject only to the Permitted Encumbrances and Mortgagor will not create or
suffer to be created or permit to exist any lien, security interest or
charge prior or junior to or on a parity with the lien and security
interest of this Mortgage upon the Mortgaged Property or any part thereof

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or upon the rents, issues, revenues, profits and other income therefrom.
Mortgagor will warrant and defend the title to the Mortgaged Property
against the claims and demands of all other persons whomsoever and will
maintain and preserve the lien created hereby so long as any of the
Indebtedness secured hereby remains unpaid. Should an adverse claim be
made against or a cloud develop upon the title to any part of the Mortgaged
Property, Mortgagor agrees it will immediately defend against such adverse
claim or take appropriate action to remove such cloud at Mortgagor's cost
and expense, and Mortgagor further agrees that the Trustee and/or Mortgagee
may take such other action as they deem advisable to protect and preserve
their interests in the Mortgaged Property, and in such event Mortgagor will
indemnify the Trustee and Mortgagee against any and all cost, attorney's
fees and other expenses which they may incur in defending against any such
adverse claim or taking action to remove any such cloud.

Section 3.03 NOT A FOREIGN PERSON. Mortgagor is not a "foreign
person" within the meaning of the Internal Revenue Code of 1986, as amended
(hereinafter called the "CODE"), Sections 1445 and 7701 (i.e. Mortgagor is
not a non-resident alien, foreign corporation, foreign partnership, foreign
trust or foreign estate as those terms are defined in the Code and any
regulations promulgated thereunder).

Section 3.04 POWER TO CREATE LIEN AND SECURITY. The Mortgagor has
full power and lawful authority to grant, bargain, sell, assign, transfer,
mortgage, and convey a security interest in all of the Mortgaged Property
in the manner and form herein provided and without obtaining the
authorization, approval, consent or waiver of any lessor, sublessor,
Governmental Authority or other party or parties whomsoever.

Section 3.05 REVENUE AND COST BEARING INTEREST. Mortgagor's
ownership of the Hydrocarbon Property and the undivided interests therein
as specified on attached EXHIBIT A will, after giving full effect to all
Permitted Encumbrances, afford Mortgagor not less than those net interests
(expressed as a fraction, percentage or decimal) in the production from or
which is allocated to such Hydrocarbon Property specified as working
interest on attached EXHIBIT A and will cause Mortgagor to bear not more
than that portion (expressed as a fraction, percentage or decimal),
specified as net revenue interest on attached EXHIBIT A, of the costs of
drilling, developing and operating the ▇▇▇▇▇ identified on EXHIBIT A.

Section 3.06 RENTALS PAID; LEASES IN EFFECT. All rentals and
royalties due and payable in accordance with the terms of any leases or
subleases comprising a part of the Hydrocarbon Property have been duly paid
or provided for and all leases or subleases comprising a part of the
Hydrocarbon Property are in full force and effect.

Section 3.07 OPERATION BY THIRD PARTIES. All or portions of the
Mortgaged Property may be comprised of interests in the Hydrocarbon

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Property which are other than working interests or which may be operated by
a party or parties other than Mortgagor and with respect to all or any such
interests and properties as may be comprised of interests other than
working interests or which may be operated by parties other than Mortgagor,
Mortgagor's covenants as expressed in this Article III are modified to
require that Mortgagor use its best efforts to obtain compliance with such
covenants by the working interest owners or the operator or operators of
such leases or properties.

Section 3.08 ABANDON, SALES. The Mortgagor will not sell, lease,
assign, transfer or otherwise dispose or abandon any of the Mortgaged
Property except as permitted by the Credit Agreement.

Section 3.09 FAILURE TO PERFORM. The Mortgagor agrees that if the
Mortgagor fails to perform any act or to take any action which the
Mortgagor is required to perform or take hereunder or pay any money which
the Mortgagor is required to pay hereunder, each of the Mortgagee and the
Trustee in the Mortgagor's name or its or their own name may, but shall not
be obligated to, perform or cause to perform such act or take such action
or pay such money, and any expenses so incurred by either of them and any
money so paid by either of them shall be a demand obligation owing by the
Mortgagor to the Mortgagee or the Trustee, as the case may be, and each of
the Mortgagee and the Trustee, upon making such payment, shall be
subrogated to all of the rights of the Person receiving such payment. Each
amount due and owing by Mortgagor to each of the Mortgagee and the Trustee
pursuant to this Mortgage shall bear interest from the date of such
expenditure or payment or other occurrence which gives rise to such amount
being owed to such Person until paid at the Post-Default Rate, and all such
amounts together with such interest thereon shall be a part of the
Indebtedness described in Section 1.03 hereof.

Section 3.10 OPERATION OF MORTGAGED PROPERTY, ETC. Mortgagor will
promptly pay and discharge all rentals, delay rentals, royalties and
indebtedness accruing under, and perform or cause to be performed each and
every act, matter or thing required by, each and all of the assignments,
deeds, leases, sub-leases, contracts and agreements described or referred
to herein or affecting Mortgagor's interests in the Mortgaged Property, and
will do all other things necessary to keep unimpaired Mortgagor's rights
with respect thereto and prevent any forfeiture thereof or default
thereunder. The Mortgaged Property (and properties unitized therewith) has
been maintained, operated and developed in a good and workmanlike manner
and in conformity with all applicable laws and all rules, regulations and
orders of all duly constituted authorities having jurisdiction and in
conformity with the provisions of all leases, subleases or other contracts
comprising a part of the Hydrocarbon Property and other contracts and
agreements forming a part of the Mortgaged Property; specifically in this
connection, (i) after the Effective Date no Mortgaged Property is subject
to having allowable production reduced below the full and regular allowable

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(including the maximum permissible tolerance) because of any overproduction
(whether or not the same was permissible at the time) prior to the
Effective Date and (ii) none of the ▇▇▇▇▇ comprising a part of the
Mortgaged Property (or properties unitized therewith) are deviated from the
vertical more than the maximum permitted by applicable laws, regulations,
rules and orders, and such ▇▇▇▇▇ are, in fact, bottomed under and are
producing from, and the well bores are wholly within, the Mortgaged
Property (or, in the case of ▇▇▇▇▇ located on properties unitized
therewith, such unitized properties). Mortgagor will operate the Mortgaged
Property in a careful and efficient manner in accordance with the practices
of the industry and in compliance with all applicable contracts and
agreements and in compliance with all applicable proration and conservation
laws of the jurisdiction in which the Mortgaged Property is situated, and
all applicable laws, rules and regulations of every other agency and
authority from time to time constituted to regulate the development and
operation of the Mortgaged Property and the production and sale of
Hydrocarbons and other minerals therefrom. Mortgagor will do or cause to
be done such development work as may be reasonably necessary to the prudent
and economical operation of the Mortgaged Property in accordance with the
most approved practices of operators in the industry, including all to be
done that may be appropriate to protect from diminution the productive
capacity of the Mortgaged Property and each producing well thereon
including, without limitation, cleaning out and reconditioning each well
from time to time, plugging and completing at a different level each such
well, drilling a substitute well to conform to changed spacing regulations
and to protect the Mortgaged Property against drainage whenever and as
often as is necessary.

Section 3.11 WASTE; ALTERATION. Mortgagor will not commit or permit
any waste of the Mortgaged Property and will notify Mortgagee in writing of
any alterations or additions to the Mortgaged Property of a material
nature. Nonpayment of any taxes or assessments levied or assessed upon
Mortgaged Property, or nonpayment of any insurance premium upon any
insurance policy related to any such Mortgaged Property, or any part
thereof, shall constitute waste, and shall entitle Mortgagee to exercise
the remedies afforded by Section 600.2927 of the Michigan Revised
Judicature Act of 1961, as now or hereafter amended, and by any other
statute or law now or hereafter in effect, including the appointment of a
receiver, to which appointment Mortgagor consents.

ARTICLE IV

RIGHTS AND REMEDIES

Section 4.01 EVENT OF DEFAULT. An "EVENT OF DEFAULT" under the
Credit Agreement shall be an Event of Default under this Mortgage.

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Section 4.02 FORECLOSURE AND SALE. If an Event of Default shall
occur and be continuing, Mortgagee shall have the right and option to
proceed with foreclosure by directing the Trustee, or his successors or
substitutes in trust, to proceed with foreclosure and to sell, to the
extent permitted by law, all or any portion of the Mortgaged Property at
one or more sales, as an entirety or in parcels, at such place or places in
otherwise such manner and upon such notice as may be required by law
(including, without limitation, the statutes of the State of Michigan for
foreclosure of mortgages by advertisement being Sections 600.3201 ET SEQ.,
Michigan Compiled Laws, as amended), or, in the absence of any such
requirement, as the Mortgagee may deem appropriate, and to make conveyance
to the purchaser or purchasers. Where the Mortgaged Property is situated
in more than one county, notice as above provided shall be posted and filed
in all such counties (if such notices are required by law), and all such
Mortgaged Property may be sold in any such county and any such notice shall
designate the county where such Mortgaged Property is to be sold. Nothing
contained in this Section 4.02 shall be construed so as to limit in any way
the Trustee's rights to sell the Mortgaged Property, or any portion
thereof, by private sale if, and to the extent that, such private sale is
permitted under the laws of the applicable jurisdiction or by public or
private sale after entry of a judgment by any court of competent
jurisdiction so ordering. Mortgagor hereby irrevocably appoints the
Trustee to be the attorney of Mortgagor and in the name and on behalf of
Mortgagor to execute and deliver any deeds, transfers, conveyances,
assignments, assurances and notices which Mortgagor ought to execute and
deliver and do and perform any and all such acts and things which Mortgagor
ought to do and perform under the covenants herein contained and generally,
to use the name of Mortgagor in the exercise of all or any of the powers
hereby conferred on the Trustee. At any such sale: (i) whether made under
the power herein contained or any other legal enactment, or by virtue of
any judicial proceedings or any other legal right, remedy or recourse, it
shall not be necessary for Trustee to have physically present, or to have
constructive possession of, the Mortgaged Property (Mortgagor hereby
covenanting and agreeing to deliver to Trustee any portion of the Mortgaged
Property not actually or constructively possessed by Trustee immediately
upon demand by Trustee) and the title to and right of possession of any
such property shall pass to the purchaser thereof as completely as if the
same had been actually present and delivered to purchaser at such sale,
(ii) each instrument of conveyance executed by Trustee shall contain a
general warranty of title, binding upon Mortgagor and its successors and
assigns, (iii) each and every recital contained in any instrument of
conveyance made by Trustee shall conclusively establish the truth and
accuracy of the matters recited therein, including, without limitation,
nonpayment of the Indebtedness, advertisement and conduct of such sale in
the manner provided herein and otherwise by law and appointment of any
successor Trustee hereunder, (iv) any and all prerequisites to the validity
thereof shall be conclusively presumed to have been performed, (v) the
receipt of Trustee or of such other party or officer making the sale shall

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be a sufficient discharge to the purchaser or purchasers for its purchase
money and no such purchaser or purchasers, or its assigns or personal
representatives, shall thereafter be obligated to see to the application
of such purchase money, or be in any way answerable for any loss,
misapplication or nonapplication thereof, (vi) to the fullest extent
permitted by law, Mortgagor shall be completely and irrevocably divested of
all of its right, title, interest, claim and demand whatsoever, either at
law or in equity, in and to the property sold and such sale shall be a
perpetual bar both at law and in equity against Mortgagor, and against any
and all other persons claiming or to claim the property sold or any part
thereof, by, through or under Mortgagor, and (vii) to the extent and under
such circumstances as are permitted by law, Mortgagee may be a purchaser at
any such sale, and shall have the right, after paying or accounting for all
costs of said sale or sales, to credit the amount of the bid upon the
amount of the Indebtedness (in the order of priority set forth in Section
4.14 hereof) in lieu of cash payment.

Section 4.03 SUBSTITUTE TRUSTEES AND AGENTS. The Trustee or his
successor or substitute may appoint or delegate any one or more persons as
agent to perform any act or acts necessary or incident to any sale held by
Trustee, including the posting of notices and the conduct of sale, but in
the name and on behalf of Trustee, his successor or substitute. If Trustee
or his successor or substitute shall have given notice of sale hereunder,
any successor or substitute trustee thereafter appointed may complete the
sale and the conveyance of the property pursuant thereto as if such notice
had been given by the successor or substitute trustee conducting the sale.

Section 4.04 JUDICIAL FORECLOSURE; RECEIVERSHIP. If any of the
Indebtedness shall become due and payable and shall not be promptly paid,
the Trustee or Mortgagee shall have the right and power to proceed by a
suit or suits in equity or at law, whether for the specific performance of
any covenant or agreement herein contained or in aid of the execution of
any power herein granted, or for any foreclosure hereunder or for the sale
of the Mortgaged Property under the judgment or decree of any court or
courts of competent jurisdiction, or for the appointment of a receiver
pending any foreclosure hereunder or the sale of the Mortgaged Property
under the order of a court or courts of competent jurisdiction or under
executory or other legal process, or for the enforcement of any other
appropriate legal or equitable remedy. Any money advanced by the Trustee
and/or Mortgagee in connection with any such receivership shall be a demand
obligation (which obligation Mortgagor hereby expressly promises to pay)
owing by Mortgagor to the Trustee and/or Mortgagee and shall bear interest
from the date of making such advance by the Trustee and/or Mortgagee until
paid at the Post Default Rate.

Section 4.05 FORECLOSURE FOR INSTALLMENTS. Mortgagee shall also
have the option to proceed with foreclosure in satisfaction of any
installments of the Indebtedness which have not been paid when due either

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through the courts or by directing the Trustee or his successors in trust
to proceed with foreclosure in satisfaction of the matured but unpaid
portion of the Indebtedness as if under a full foreclosure, conducting the
sale as herein provided and without declaring the entire principal balance
and accrued interest due; such sale may be made subject to the unmatured
portion of the Indebtedness, and any such sale shall not in any manner
affect the unmatured portion of the Indebtedness, but as to such unmatured
portion of the Indebtedness this Mortgage shall remain in full force and
effect just as though no sale had been made hereunder. It is further
agreed that several sales may be made hereunder without exhausting the
right of sale for any unmatured part of the Indebtedness, it being the
purpose hereof to provide for a foreclosure and sale of the security for
any matured portion of the Indebtedness without exhausting the power to
foreclose and sell the Mortgaged Property for any subsequently maturing
portion of the Indebtedness.

Section 4.06 SEPARATE SALES The Mortgaged Property may be sold in
one or more parcels and in such manner and order as Mortgagee, in its sole
discretion, may elect, it being expressly understood and agreed that the
right of sale arising out of any Event of Default shall not be exhausted by
any one or more sales.

Section 4.07 POSSESSION OF MORTGAGED PROPERTY. Mortgagor agrees to
the full extent that it lawfully may, that, in case one or more of the
Events of Default shall have occurred and shall not have been remedied,
then, and in every such case, the Trustee or Mortgagee shall have the right
and power to enter into and upon and take possession of all or any part of
the Mortgaged Property in the possession of Mortgagor, its successors or
assigns, or its or their agents or servants, and may exclude Mortgagor, its
successors or assigns, and all persons claiming under Mortgagor, and its or
their agents or servants wholly or partly therefrom; and, holding the same,
the Trustee may use, administer, manage, operate and control the Mortgaged
Property and conduct the business thereof to the same extent as Mortgagor,
its successors or assigns, might at the time do and may exercise all rights
and powers of Mortgagor, in the name, place and stead of Mortgagor, or
otherwise as the Trustee shall deem best. All costs, expenses and
liabilities of every character incurred by the Trustee and/or Mortgagee in
administering, managing, operating, and controlling the Mortgaged Property
shall constitute a demand obligation (which obligation Mortgagor hereby
expressly promises to pay) owing by Mortgagor to the Trustee and/or
Mortgagee and shall bear interest from date of expenditure until paid at
the Post Default Rate, all of which shall constitute a portion of the
Indebtedness and shall be secured by this Mortgage and all other Security
Instruments.

Section 4.08 OCCUPANCY AFTER FORECLOSURE. In the event there is a
foreclosure sale hereunder and at the time of such sale Mortgagor or
Mortgagor's heirs, devisees, representatives, successors or assigns or any

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other person claiming any interest in the Mortgaged Property by, through or
under Mortgagor, are occupying or using the Mortgaged Property or any part
thereof, each and all shall immediately become the tenant of the purchaser
at such sale, which tenancy shall be a tenancy from day to day, terminable
at the will of either the landlord or tenant, or at a reasonable rental per
day based upon the value of the property occupied, such rental to be due
daily to the purchaser; to the extent permitted by applicable law, the
purchaser at such sale shall, notwithstanding any language herein
apparently to the contrary, have the sole option to demand immediate
possession following the sale or to permit the occupants to remain as
tenants at will. In the event the tenant fails to surrender possession of
said property upon demand, the purchaser shall be entitled to institute and
maintain a summary action for possession of the Mortgaged Property (such as
an action for forcible entry and detainer) in any court having
jurisdiction.

Section 4.09 REMEDIES CUMULATIVE, CONCURRENT AND NONEXCLUSIVE.
Every right, power and remedy herein given to the Trustee or Mortgagee
shall be cumulative and in addition to every other right, power and remedy
herein specifically given or now or hereafter existing in equity, at law or
by statute (including specifically those granted by the Applicable UCC in
effect and applicable to the Mortgaged Property or any portion thereof)
each and every right, power and remedy whether specifically herein given or
otherwise existing may be exercised from time to time and so often and in
such order as may be deemed expedient by the Trustee or Mortgagee, and the
exercise, or the beginning of the exercise, of any such right, power or
remedy shall not be deemed a waiver of the right to exercise, at the same
time or thereafter any other right, power or remedy. No delay or omission
by the Trustee or Mortgagee in the exercise of any right, power or remedy
shall impair any such right, power or remedy or operate as a waiver thereof
or of any other right, power or remedy then or thereafter existing.

Section 4.10 NO RELEASE OF OBLIGATIONS. Neither Mortgagor, any
guarantor nor any other person hereafter obligated for payment of all or
any part of the Indebtedness shall be relieved of such obligation by reason
of (a) the failure of Trustee to comply with any request of Mortgagor, or
any guarantor or any other person so obligated to foreclose the lien of
this Mortgage or to enforce any provision hereunder or under the Credit
Agreement; (b) the release, regardless of consideration, of the Mortgaged
Property or any portion thereof or interest therein or the addition of any
other property to the Mortgaged Property; (c) any agreement or stipulation
between any subsequent owner of the Mortgaged Property and Mortgagee
extending, renewing, rearranging or in any other way modifying the terms of
this Mortgage without first having obtained the consent of, given notice to
or paid any consideration to Mortgagor, any guarantor or such other person,
and in such event Mortgagor, guarantor and all such other persons shall
continue to be liable to make payment according to the terms of any such
extension or modification agreement unless expressly released and

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discharged in writing by Mortgagee; or (d) by any other act or occurrence
save and except the complete payment of the Indebtedness and the complete
fulfillment of all obligations hereunder or under the Credit Agreement.

Section 4.11 RELEASE OF AND RESORT TO COLLATERAL. Mortgagee may
release, regardless of consideration, any part of the Mortgaged Property
without, as to the remainder, in any way impairing, affecting,
subordinating or releasing the lien or security interest created in or
evidenced by this Mortgage or its stature as a first and prior lien and
security interest in and to the Mortgaged Property, and without in any way
releasing or diminishing the liability of any person or entity liable for
the repayment of the Indebtedness. For payment of the Indebtedness,
Mortgagee may resort to any other security therefor held by Mortgagee or
Trustee in such order and manner as Mortgagee may elect.

Section 4.12 WAIVER OF REDEMPTION, NOTICE AND MARSHALLING OF ASSETS,
ETC. To the fullest extent permitted by law, Mortgagor hereby irrevocably
and unconditionally waives and releases (a) all benefits that might accrue
to Mortgagor by virtue of any present or future moratorium law or other law
exempting the Mortgaged Property from attachment, levy or sale on execution
or providing for any appraisement, valuation, stay of execution, exemption
from civil process, redemption (provided, however, that if the laws of any
state in which the Mortgaged Properties are located do not permit the
redemption period to be waived, the redemption period is specifically
reduced to the minimum amount of time allowable by statute) or extension of
time for payment; (b) all notices of any Event of Default or of Mortgagee's
intention to accelerate maturity of the Indebtedness or of Trustee's
election to exercise or his actual exercise of any right, remedy or
recourse provided for hereunder or under the Credit Agreement; and (c) any
right to a marshalling of assets or a sale in inverse order of alienation.
If any law referred to in this Mortgage and now in force, of which
Mortgagor or its successor or successors might take advantage despite the
provisions hereof, shall hereafter be repealed or cease to be in force,
such law shall thereafter be deemed not to constitute any part of the
contract herein contained or to preclude the operation or application of
the provisions hereof.

Section 4.13 DISCONTINUANCE OF PROCEEDINGS In case Mortgagee shall
have proceeded to invoke any right, remedy or recourse permitted hereunder
or under the Credit Agreement and shall thereafter elect to discontinue or
abandon same for any reason, Mortgagee shall have the unqualified right so
to do and, in such an event, Mortgagor and Mortgagee shall be restored to
their former positions with respect to the Indebtedness, this Mortgage, the
Credit Agreement, the Mortgaged Property and otherwise, and the rights,
remedies, recourses and powers of Mortgagee shall continue as if same had
never been invoked.

-16-

Section 4.14 APPLICATION OF PROCEEDS. The proceeds of any sale of
the Mortgaged Property or any part thereof and all other monies received by
the Trustee or Mortgagee in any proceedings for the enforcement hereof or
otherwise, whose application has not elsewhere herein been specifically
provided for, shall be applied:

(a) first, to the payment of all expenses incurred by the Trustee or
Mortgagee incident to the enforcement of this Mortgage, the Credit
Agreement or any of the Indebtedness (including, without limiting the
generality of the foregoing, expenses of any entry or taking of possession,
of any sale, of advertisement thereof, and of conveyances, and court costs,
compensation of agents and employees, legal fees and a reasonable
commission to the Trustee acting), and to the payment of all other charges,
expenses, liabilities and advances incurred or made by the Trustee or
Mortgagee under this Mortgage or in executing any trust or power hereunder;

(b) second to payment of the Indebtedness in such order and manner as
Mortgagee may elect; and

Section 4.15 RESIGNATION OF OPERATOR. In addition to all rights and
remedies under this Mortgage, at law and in equity, if any Event of Default
shall occur and Trustee or the Mortgagee shall exercise any remedies under
this Mortgage with respect to any portion of the Mortgaged Property (or
Mortgagor shall transfer any Mortgaged Property "in lieu of" foreclosure),
the Mortgagee or the Trustee shall have the right to request that any
operator of any Mortgaged Property which is either Mortgagor or any
Affiliate of Mortgagor to resign as operator under the joint operating
agreement applicable thereto, and no later than 60 days after receipt by
Mortgagor of any such request, Mortgagor shall resign (or cause such other
party to resign) as operator of such Mortgaged Property.

Section 4.16 INDEMNITY. IN CONNECTION WITH ANY ACTION TAKEN BY THE
TRUSTEE AND/OR MORTGAGEE PURSUANT TO THIS MORTGAGE, THE TRUSTEE AND/OR
MORTGAGEE AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES,
AGENTS, ATTORNEYS, ACCOUNTANTS AND EXPERTS ("INDEMNIFIED PARTIES") SHALL
NOT BE LIABLE FOR ANY LOSS SUSTAINED BY MORTGAGOR RESULTING FROM AN
ASSERTION THAT MORTGAGEE HAS RECEIVED FUNDS FROM THE PRODUCTION OF
HYDROCARBONS CLAIMED BY THIRD PERSONS OR ANY ACT OR OMISSION OF ANY
INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE
MORTGAGED PROPERTY INCLUDING SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY
NEGLIGENCE OF AN INDEMNIFIED PARTY UNLESS SUCH LOSS IS CAUSED BY THE
WILLFUL MISCONDUCT AND BAD FAITH OF AN INDEMNIFIED PARTY, NOR SHALL THE
TRUSTEE AND/OR MORTGAGEE BE OBLIGATED TO PERFORM OR DISCHARGE ANY
OBLIGATION, DUTY OR LIABILITY OF MORTGAGOR. MORTGAGOR SHALL AND DOES HEREBY
AGREE TO INDEMNIFY EACH INDEMNIFIED PARTY FOR, AND TO HOLD EACH INDEMNIFIED

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PARTY HARMLESS FROM, ANY AND ALL LIABILITY, LOSS OR DAMAGE WHICH MAY OR
MIGHT BE INCURRED BY ANY INDEMNIFIED PARTY BY REASON OF THIS MORTGAGE OR
THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER; SHOULD THE TRUSTEE AND/OR
MORTGAGEE MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LIABILITY, LOSS OR
DAMAGE, THE AMOUNT THEREOF, INCLUDING COSTS, EXPENSES AND REASONABLE
ATTORNEYS' FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION MORTGAGOR
HEREBY EXPRESSLY PROMISES TO PAY) OWING BY MORTGAGOR TO THE TRUSTEE AND/OR
MORTGAGEE AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE
POST-DEFAULT RATE, SHALL BE A PART OF THE INDEBTEDNESS AND SHALL BE SECURED
BY THIS MORTGAGE AND ANY OTHER SECURITY INSTRUMENT. MORTGAGOR HEREBY
ASSENTS TO, RATIFIES AND CONFIRMS ANY AND ALL ACTIONS OF THE TRUSTEE AND/OR
MORTGAGEE WITH RESPECT TO THE MORTGAGED PROPERTY TAKEN UNDER THIS MORTGAGE.
THE LIABILITIES OF THE MORTGAGOR AS SET FORTH IN THIS SECTION 4.16 SHALL
SURVIVE THE TERMINATION OF THIS MORTGAGE.

ARTICLE V

THE TRUSTEE

Section 5.01 DUTIES, RIGHTS, AND POWERS OF TRUSTEE. It shall be no
part of the duty of the Trustee to see to any recording, filing or
registration of this Mortgage or any other instrument in addition or
supplemental thereto, or to give any notice thereof, or to see to the
payment of or be under any duty in respect of any tax or assessment or
other governmental charge which may be levied or assessed on the Mortgaged
Property, or any part thereof, or against Mortgagor, or to see to the
performance or observance by Mortgagor of any of the covenants and
agreements contained herein. The Trustee shall not be responsible for the
execution, acknowledgment or validity of this Mortgage or of any instrument
in addition or supplemental hereto or for the sufficiency of the security
purported to be created hereby, and makes no representation in respect
thereof or in respect of the rights of Mortgagee. The Trustee shall have
the right to advise with counsel upon any matters arising hereunder and
shall be fully protected in relying as to legal matters on the advice of
counsel. The Trustee shall not incur any personal liability hereunder
except for Trustee's own willful misconduct; and the Trustee shall have the
right to rely on any instrument, document or signature authorizing or
supporting any action taken or proposed to be taken by him hereunder,
believed by him in good faith to be genuine.

Section 5.02 SUCCESSOR TRUSTEE. The Trustee may resign by written
notice addressed to Mortgagee or be removed at any time with or without
cause by an instrument in writing duly executed on behalf of Mortgagee.
In case of the death, resignation or removal of the Trustee, a successor
trustee may be appointed by Mortgagee by instrument of substitution
complying with any applicable requirements of law, or, in the absence of
any such requirement, without other formality than appointment and

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designation in writing. Written notice of such appointment and designation
shall be given by Mortgagee to Mortgagor, but the validity of any such
appointment shall not be impaired or affected by failure to give such
notice or by any defect therein. Such appointment and designation shall be
full evidence of the right and authority to make the same and of all the
facts therein recited, and, upon the making of any such appointment and
designation, this Mortgage shall vest in the successor trustee all the
estate and title in and to all of the Mortgaged Property, and the successor
trustee shall thereupon succeed to all of the rights, powers, privileges,
immunities and duties hereby conferred upon the Trustee named herein, and
one such appointment and designation shall not exhaust the right to appoint
and designate a successor trustee hereunder but such right may be exercised
repeatedly as long as any Indebtedness remains unpaid hereunder. To
facilitate the administration of the duties hereunder, Mortgagee may
appoint multiple trustees to serve in such capacity or in such
jurisdictions as Mortgagee may designate.

Section 5.03 RETENTION OF MONEYS. All moneys received by Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated in any
manner from any other moneys (except to the extent required by law), and
Trustee shall be under no liability for interest on any moneys received by
him hereunder.

ARTICLE VI

MISCELLANEOUS

Section 6.01 INSTRUMENT CONSTRUED AS MORTGAGE, ETC. With respect
to any portions of the Mortgaged Property located in any state or other
jurisdiction the laws of which do not provide for the use or enforcement
of a deed of trust or the office, rights and authority of the Trustee as
herein provided, the general language of conveyance hereof to the Trustee
is intended and the same shall be construed as words of mortgage unto and
in favor of Mortgagee and the rights and authority granted to the Trustee
herein may be enforced and asserted by Mortgagee in accordance with the
laws of the jurisdiction in which such portion of the Mortgaged Property is
located and the same may be foreclosed at the option of Mortgagee as to any
or all such portions of the Mortgaged Property in any manner permitted by
the laws of the jurisdiction in which such portions of the Mortgaged
Property is situated. This Mortgage may be construed as a mortgage, deed
of trust, chattel mortgage, conveyance, assignment, security agreement,
pledge, financing statement, hypothecation or contract, or any one or more
of them, in order fully to effectuate the lien hereof and the purposes and
agreements herein set forth.

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Section 6.02 RELEASE OF MORTGAGE. If all Indebtedness secured
hereby shall be paid and the Credit Agreement terminated, Mortgagee shall
forthwith cause satisfaction and discharge of this Mortgage to be entered
upon the record at the expense of Mortgagor and shall execute and deliver
or cause to be executed and delivered such instruments of satisfaction and
reassignment as may be appropriate. Otherwise, this Mortgage shall remain
and continue in full force and effect.

Section 6.03 SEVERABILITY. If any provision hereof is invalid or
unenforceable in any jurisdiction, the other provisions hereof shall remain
in full force and effect in such jurisdiction and the remaining provisions
hereof shall be liberally construed in favor of the Trustee and Mortgagee
in order to effectuate the provisions hereof, and the invalidity or
unenforceability of any provision hereof in any jurisdiction shall not
affect the validity or enforceability of any such provision in any other
jurisdiction.

Section 6.04 SUCCESSORS AND ASSIGNS OF PARTIES. The term
"Mortgagee" as used herein shall mean and include any legal owner, holder,
assignee or pledgee of any of the Indebtedness secured hereby. The terms
used to designate Trustee, Mortgagee and Mortgagor shall be deemed to
include the respective heirs, legal representatives, successors and assigns
of such parties.

Section 6.05 SATISFACTION OF PRIOR ENCUMBRANCE. To the extent that
proceeds of the Credit Agreement are used to pay indebtedness secured by
any outstanding lien, security interest, charge or prior encumbrance
against the Mortgaged Property, such proceeds have been advanced by
Mortgagee at Mortgagor's request, and Mortgagee shall be subrogated to any
and all rights, security interests and liens owned by any owner or holder
of such outstanding liens, security interests, charges or encumbrances,
irrespective of whether said liens, security interests, charges or
encumbrances are released, and it is expressly understood that, in
consideration of the payment of such other indebtedness by Mortgagee,
Mortgagor hereby waives and releases all demands and causes of action for
offsets and payments to, upon and in connection with the said indebtedness.

Section 6.06 SUBROGATION OF TRUSTEE. This Mortgage is made with
full substitution and subrogation of the Trustee and his successors in this
trust and his and their assigns in and to all covenants and warranties by
others heretofore given or made in respect of the Mortgaged Property or any
part thereof.

Section 6.07 NATURE OF COVENANTS. 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.

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Section 6.08 NOTICES. All notices, requests, consents, demands and
other communications required or permitted hereunder shall be in writing
and shall be deemed sufficiently given or furnished if delivered by
registered or certified United States mail, postage prepaid, or by personal
service (including express or courier service) at the addresses specified
in the first paragraph of this Mortgage (unless changed by similar notice
in writing given by the particular party whose address is to be changed).
Any such notice or communication shall be deemed to have been given either
at the time of personal delivery or, in the case of delivery at the address
and in the manner provided herein, upon receipt; provided that, service of
notice as required by the laws of any state in which portions of the
Mortgaged Property may be situated shall for all purposes be deemed
appropriate and sufficient with the giving of such notice.

Section 6.09 COUNTERPARTS. This Mortgage is being executed in
several counterparts, all of which are identical, except that to facilitate
recordation, if the Mortgaged Property is situated in more than one county,
descriptions of only those portions of the Mortgaged Property located in
the county in which a particular counterpart is recorded shall be attached
as EXHIBIT A thereto. An EXHIBIT A containing a description of all
Mortgaged Property wheresoever situated will be attached to that certain
counterpart to be attached to a Financing Statement and filed with the
Secretary of State of Michigan in the Uniform Commercial Code Records.
Each of such counterparts shall for all purposes be deemed to be an
original and all such counterparts shall together constitute but one and
the same instrument.

SECTION 6.10 EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO
SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS MORTGAGE; AND AGREES
THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS MORTGAGE;
THAT IT HAS IN FACT READ THIS MORTGAGE AND IS FULLY INFORMED AND HAS FULL
NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS MORTGAGE;
THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE
THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS MORTGAGE; AND
HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS MORTGAGE; AND
THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS MORTGAGE RESULT IN ONE
PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION
AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY.
EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE
VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS MORTGAGE
ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION
OR THAT THE PROVISION IS NOT "CONSPICUOUS."

SECTION 6.11 GOVERNING LAW. THIS MORTGAGE SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS,
EXCEPT TO THE EXTENT THAT THE LAW OF THE JURISDICTION WHERE THE MORTGAGED
PROPERTY IS LOCATED OR SOME OTHER JURISDICTION MANDATORILY APPLIES.

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WITNESS THE EXECUTION HEREOF, this 6th day of February, 1998, to be
effective as of the 9th day of February, 1998 (the "EFFECTIVE DATE").

MORTGAGOR:

WITNESSED BY: ▇▇▇▇▇▇ OIL CORPORATION

__________________________ By:______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
__________________________
Name:

The name and address of the Debtor/Mortgagor is:

▇▇▇▇▇▇ OIL CORPORATION
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Federal Tax I.D. ▇▇-▇▇▇▇▇▇▇

The name and address of the Secured Party/Mortgagee is:

Bank of Montreal, as Agent
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Federal Tax I.D. 134941092

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THE STATE OF TEXAS

COUNTY OF ▇▇▇▇▇▇

THIS INSTRUMENT was acknowledged before me on February ____, 1998 by
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President of ▇▇▇▇▇▇ Oil Corporation, a Michigan
corporation, on behalf of such corporation.

______________________________
Notary Public in and for the
State of Texas

______________________________
Printed Name

S-2

EXHIBIT 10.14 MORTGAGE (MICHIGAN) FROM

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