Mark,  Attached is the Howell Petroleum comments we discussed.  Please handle 
accordingly.

Joe Russo's numbers are (307) 332-3940
   (307) 850-4341 cell phone

Joe,  Mark Van Skoyk in our Denver office will be taking the lead on all Lost 
Creek ROW issues.


Thanks.
---------------------- Forwarded by Gerald Nemec/HOU/ECT on 10/15/99 04:14 PM 
---------------------------


joseph russo <hitekdude55@netscape.net> on 10/13/99 02:34:32 PM
To: Gerald Nemec/HOU/ECT@ECT
cc: Jon Roderick <jon88@mindspring.com>, Jim Taylor <jim.taylor@merrick.com> 
Subject: Fwd: []





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From: Mark Heathcote <mheathcote@howellcorp.com>
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Joe

I have tried to call you several times but no luck.  I want to discuss the
proposed right of way.

With reference to consideration, Howell is not agreeable to 10% down.  We
expect 100%, further I believe we will require a minimum of $2,500
providing we agree on $12.00 per rod.

In the grant delete "communication line(s)".  Line 7 insert "pipeline"
before "communication equipment".  Further we need to delete any reference
to surface equipment other than markers, wireleads, vent pipes and
communication equipment.  If a gate plant, ground valve, pigging equipment
or cathodic protection equipment is to be located on Howell's property we
will need other agreements.  The systems Howell operated in Texas,
Louisiana, Mississippi, Alabama and Florida were contracted in this manner.

Paragraph 3 we need to address our current operations in the area and its
precedence.

Paragraph 4 replace normal plow depth with a "minimum of four (4) feet"

Paragraph 8 and 12 I think will not be approved by management and it would
make expediting the execution of this document easier.

Paragraph 9, Howell in no way will grant any Power of Attorney for
anything.  Any amendment will be executed by Howell.  Delete all references
to POA in entire agreement and Exhibits.  Further we prefer the entire
right of way be recorded not a memorandum.

Paragraph 16 after "Right-of-way Grant" insert except for the term
"pipeline".

Paragraph 17 delete any reference to Tenant in the entire agreement.  We
will secure execution by the Bank, you may deal with the tenants.

Further, I believe we will need an indemnification provision protecting
Howell from any operation performed pursuant to this grant.

Let's talk.  We will make a deal that all parties can live with.  Our
perspective is a little different than the average rancher.


Mark W. Heathcote, CPL
Howell Petroleum Corporation
1111 Fannin, Suite 1500
Houston, Texas 77002-6923
(713) 658-4126
(713) 658-4114 Fax