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MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT,
FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION
 (THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS)
  PRIME
OFFSHORE L.L.C. (fka F-W Oil Exploration L.L.C.)
  
 GUARANTY BANK, FSB,
   v v v v v v v v v v v v v v v v v
  ATTENTION OF RECORDING OFFICER:




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MORTGAGE,
DEED OF TRUST, SECURITY AGREEMENT,
FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION
 (THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS)
 Deed of Trust Prime offshore L.L.C. (fka F-W Oil Exploration L.L.C.), Mortgagor Guaranty Bank, FSB, Credit
Agreement
  ARTICLE 1
 GRANT
 Lien. Trustee Mortgagee
 Exhibit A, Exhibit A, Exhibit A, Exhibit A Leases




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Exhibit A, Exhibit A
   Exhibit A,
 Exhibit A,
  Security Interest. UCC
 2




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Mortgaged Property
 Assignment of Security.
 After-Acquired Property.
 Habendum.
 ARTICLE 2
 INDEBTEDNESS SECURED
  Specific Obligations.
 Additional Indebtedness.
 3




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Other and Further Indebtedness.
 Indebtedness. Indebtedness
 4




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ARTICLE 3
 WARRANTIES
 Warranty of Title. Exhibit A Exhibit
A.
 Additional Warranties.
 Leases in Effect. Exhibit A Exhibit A,
 Interests Free of Liens.
 Representations and Warranties.
 5




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ARTICLE 4
 COVENANTS OF MORTGAGOR
  Maintenance of Leases.
 Maintenance of Property.
 Pooling or Unitization. Exhibit A.
 Operation of Mortgaged Property.
 6




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Compliance with Operating Agreements.
 Access to Mortgaged Property.
 Waivers.
 Compliance with Laws.
 7




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Hazardous Substances Indemnification. Mortgagor hereby indemnifies and
holds mortgagee and the lenders and their respective shareholders, officers, directors, employees,
agents, attorneys-in-fact, and affiliates and the trustee harmless from and against any and all
claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial
proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any
kind, and all costs and expenses incurred in connection therewith (including, without limitation,
attorneys fees and expenses), arising directly or indirectly, in whole or in part, from (a) the
presence of any hazardous substances on, under, or from any mortgaged property, whether prior to or
during the term hereof, (b) any activity carried on or undertaken on or off any mortgaged property,
whether prior to or during the term hereof, and whether by mortgagor or any predecessor in title,
employee, agent, contractor, or subcontractor of mortgagor or any other person at any time
occupying or present on any mortgaged property, in connection with the handling, treatment,
removal, storage, decontamination, cleanup, transportation, or disposal of any hazardous
substances at any time located or present on or under such property, (c) any residual contamination
on or under any mortgaged property, (d) any contamination of any mortgaged property or natural
resources arising in connection with the generation, use, handling, storage, transportation, or
disposal of any hazardous substance by mortgagor or any employee, agent, contractor, or
subcontractor of mortgagor while such persons are acting within the scope of their relationship
with mortgagor, irrespective of whether any of such activities were or will be undertaken in
accordance with applicable requirements of law, or (e) the performance and enforcement of this deed
of trust or any other act or omission in connection with or related to this deed of trust or the
transactions contemplated hereby, including, without limitation, any of the foregoing in this
section arising from negligence, whether sole or concurrent, on the part of mortgagee or any lender
or any of their respective shareholders, officers, directors, employees, agents, attorneys-in-fact,
or affiliates or the trustee; with the foregoing indemnity surviving satisfaction of the
indebtedness, the termination of the credit agreement, and the release of the liens created
hereby.
 Site Assessments. Site Reviewers Site Assessments
 8




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Uneconomic Wells. (i.e.,
 Performance of Gas Contracts.
 Covenants Running with the Land.
 9




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ARTICLE 5
 DEFEASANCE, FORECLOSURE  AND OTHER REMEDIES
 Defeasance.
 Events of Default.
 Acceleration and Exercise of Power of Sale.
   10




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Rights as Secured Party.
 Application of Proceeds of Sale.
 FIRST:
 SECOND:
 THIRD:
 Substitute Trustee.
 11




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Statements by Trustee.
 Suit to Collect and Foreclose.
 Mortgagee or Trustee as Purchaser.
 Entry and Operation.
 12




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Power of Attorney to Mortgagee.
 Remedies Cumulative and Non-Exclusive.
 ARTICLE 6
 ASSIGNMENT OF PRODUCTION
 Assignment.
 Postponement of Payment.
 13




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Change of Purchaser.
 Application of Proceeds.
 No Postponement of Installments on Indebtedness.
 Turnover to Mortgagee.
 14




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Release of Proceeds Upon Payment of Indebtedness.
 Duty of Mortgagee.
 Power of Attorney to Mortgagee.
 ARTICLE 7
 MISCELLANEOUS
 Further Assurances.
 Interest.
 Agreement as Entirety.
 Number and Gender.
 15




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Rights and Remedies Cumulative.
 Parties in Interest.
 Supplements.
 Invalidity.
 Construction.
 16




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Fixtures, Minerals and Accounts.
 Financing Statement Filings.
 Addresses.
 Counterparts. Exhibit
A Exhibit A
 No Waiver by Mortgagee.
 Governing Agreement.
 17




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th
 MORTGAGOR (DEBTOR):Prime OffshoreL.L.C.
(fka F-W Oil Exploration L.L.C.)By:
    
    /s/ Beverly A. CummingsBeverly A. CummingsChief Executive Officer




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THE STATE OF CONNECTICUT
    
    §§COUNTY OF FAIRFIELD
    
    §
 BEVERLY A. CUMMINGS, PRIME OFFSHORE L.L.C.,
 29
 /s/ Joan PodlovitsNOTARY PUBLIC in and forFairfield County, ConnecticutJOAN PODLOVITSNOTARY PUBLICMY COMMISSION EXPIRES MAY 31, 2008
 2




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EXHIBIT A  TO
MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT,
FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION
 Working Interest WI Net Revenue Interest NRI Overriding Royalty Interest ORRI Royalty Interest RJ
   A-i




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OIL, GAS AND MINERAL INTERESTS
 South Padre Island 1113
  Working Interest
    
    
    75.0000Net Revenue Interest
    
    
    60.2500
 South Padre Island 1133
  Working Interest
    
    
    75.0000Net Revenue Interest
    
    
    60.2500
 A-ii