That the undersigned is the owner and holder of that certain indebtedness secured by a mortgage executed on the 7th day of March, 1989, by JOHN D. LANDOWNER and wife, MARY O. LANDOWNER, as Debtors in favor of FIRST CITY BANK OF SELMA. Said mortgage is recorded in the office of the Probate Judge of Dallas County, Alabama, at book 347, page 455, and is made a part hereof by reference:

That JOHN D. LANDOWNER and wife, MARY O. LANDOWNER, as Lessors have sold, executed and delivered an Oil, Gas and Mineral lease to DEEP POCKETS OIL COMPANY, as Lessee, dated April 14, 1999. Said lease is recorded in the office of the Probate Judge of Escambia County, Alabama, at Book 442, page 489, and is made a part hereof by reference; and that the undersigned has agreed to subordinate the indebtedness and the Mortgage aforesaid to the said Oil, Gas and Mineral Lease and rights thereunder.

Therefore, for and in consideration of the sum of One Dollar ($1.00), and other good and valuable consideration, cash in hand paid, the receipt and sufficiency of which is hereby acknowledged, the undersigned, for himself and his heirs, executors, legal representatives, successors and assigns does hereby covenant, consent and agree with the said Lessee, his heirs, executors, legal representatives, successors and assigns that the aforesaid indebtedness, Mortgage and liens held by the undersigned are and shall continue to be subject and subordinate to that certain Oil, Gas and Mineral lease mentioned above, insofar, and only insofar, as said Mortgage affects property described in said Oil Gas and Mineral Lease, and for all intents and purposes as if said Oil, Gas and Mineral Lease had been executed, delivered, filed, and recorded prior to the execution of said mortgage, and that the said mortgage shall hereinafter be subject to and subordinate to said Oil, Gas and Mineral Lease and all interests created thereby.

The undersigned further agrees that any sale of said land under and by virtue of said mortgage, whether by judicial proceedings, public auction and outcry, or private sale, shall be made expressly subject to the aforesaid Oil, Gas and Mineral Lease.

This agreement and subordination shall in no wise affect or impair the rights of the undersigned or his, her or their heirs, its executors, legal representatives, successors or assigns, to hold, foreclose or sell under said mortgage or lien in any manner prescribed by contract or law, all of the lands, hereditaments and appurtenances and estates therein, save and except the rights, titles, estates and privileges of the said Lessee under said Oil, Gas and Mineral Lease; any renewals or extensions of said lien and any foreclosures or sales of said lands or any part thereof under the aforesaid liens shall expressly except and be subject to the said Oil, Gas and Mineral lease, any extensions thereof, and Lessee's rights thereunder.

This agreement shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Witness my signature this the 23rd day of August, 1999.

FIRST CITY BANK OF SELMA:


BY:_____________________________
Wally Waffle, Vice President