Chattel Mortgage-hel & N.t. Butterfield & Son, Ltd

EXHIBIT 10.43


Dated [Do Not Date] 1995


HORIZON EXPLORATION LIMITED (1)


AND


THE BANK OF N.T. BUTTERFIELD
& SONS LIMITED (2)


CHATTEL MORTGAGE


ALSOP WILKINSON


6 Dungate Hill
London EC4R 255 2
INDEX


(for reference purposes only)


Clause Heading Page Number - ------ ------- ----------- 1 COVENANT TO PAY


2 MORTGAGE


3 COVENANTS OF THE MORTGAGOR


4 DEFAULT AND BANK'S POWERS OF SALE


5 RECEIVER


6 PROTECTION OF THIRD PARTIES


7 CONTINUING SECURITY


8 SUSPENSE ACCOUNT


9 NEW ACCOUNTS


10 SET-OFF


11 COSTS AND INDEMNITY


12 TIME AND INDULGENCES


13 AVOIDANCE OF PAYMENTS


14 MISCELLANEOUS


15 NOTICES 3 THIS DEED made
1995


BETWEEN


(1) HORIZON EXPLORATION LIMITED a company registered in England under
company number 2804983 whose registered office is at 6 Pembroke Road
Sevenoaks Kent TN1J 1XR ("the Mortgagor") and


(2) THE BANK OF N.T. BUTTERFIELD & SON LIMITED acting through its London
Branch of 24 Chiswell Street London EC1Y 4TY ("the Bank")


NOW THIS DEED WITNESSETH as follows:


WHEREAS:


(A) The Bank has made general banking and contract finance facilities
available to the Mortgagor;


(B) The Mortgagor has now requested the Bank to make available to the
Mortgagor a Term Loan Facility up to maximum amount of US $2,000,000
("the Term Loan Facility");


(C) As a condition precedent to the Bank making available the Term Loan
Facility the Bank requires the Mortgagor to enter into this Deed as
security for all its obligations from time to time to the Bank;


1 COVENANT TO PAY
---------------


The Mortgagor covenants on demand to pay and discharge to the Bank all
monies obligations and liabilities whether principal interest or
otherwise which may now or at any time in the future be due owing or
incurred by the Mortgagor to the Bank whether actual or contingent and
whether alone severally or jointly as principal guarantor surety or
otherwise and in whatever name or style and whether on any current or
other account or in any other manner together with interest charges
and other expenses so that interest shall be calculated and compounded
as may be agreed from time to time between the parties or, if not
agreed, at the usual rate of interest of the Bank on such accounts as
well after as before any demand made or judgment obtained hereunder
(together hereinafter referred to as (the Secured Obligations).


2 MORTGAGE
--------


2.1 As security for the payment or discharge of the Secured
Obligations the Mortgagor as beneficial Owner HEREBY ASSIGNS
to the Bank by way of first ranking fixed legal mortgage ALL
the Chattels listed in the Schedule hereto ("the Chattels")
together with the benefit of all and any warranties guarantees
or indemnities or other rights relating to the Chattels and
the benefit of all maintenance agreements between the
Mortgagor and any third party insofar as the same are
assignable TO HOLD the same unto the Bank absolutely subject
only to the proviso for redemption hereinafter contained
PROVIDED that on payment and discharge of the Secured
Obligations the Bank shall at the request and cost of the
Mortgagor discharge this security.


2.2 The Mortgagor shall at any time execute such deeds and do all
such things as the Bank may from time to time require to vest
in the Bank (subject to the proviso for redemption
hereinbefore contained) full right and title in and to the
Chattels.


3 COVENANTS OF THE MORTGAGOR
--------------------------


3.1 The Mortgagor covenants with the Bank during the terms of this
Deed as follows: 4
3.1.1 not without the prior written consent of the Bank to
sell transfer or dispose of or part with possession
or control of or attempt to sell lease transfer or
dispose of the Chattels (or any interest therein) nor
directly or indirectly create or permit to exist any
mortgage lien pledge charge security interest
assignment or other encumbrance of any kind
whatsoever in relation to the Chattels;


3.1.2 to use the Chattels in a careful and proper manner
and to keep tines in good working order including by
way of repair of and adjustment to the Chattels;


3.1.3 not without the prior written consent of the Bank to
make changes or alterations to the Chattels;


3.1.4 not to lease hire out or otherwise part with
possession of the Chattels or permit or procure the
Chattels to be used other than in the business of the
Mortgagor without the prior written consent of the
Bank and then only subject to such further tends as
the Bank may require;


3.1.5 to pay punctually all taxes and duties however
designated insurance premiums maintenance or
servicing charges and other outgoings in respect of
the Chattels or their use;


3.1.6 to insure and keep insured the Chattels in the joint
names of the Bank and the Mortgagor or (at the
discretion of the Bank) with the interest of the Bank
noted against such policy to the full replacement
value thereof and against accident third party and
other risks normally covered by insurance and upon
such terms and with such insurers as shall be
approved in writing by the Bank and to produce to the
Bank on demand evidence of the policy of such
insurance and the receipt for the current premium in
respect thereof. If the Mortgagor shall fall to
insure the Chattels in accordance with this clause
the Bank may do all such things as it may consider
necessary to insure the Chattels and shall be
entitled to reimbursement from the Mortgagor upon
demand of all costs involved in securing such
Insurance;


3.1.7 to procure at its own expense that the Chattels can
at all times be used Without contravening any
legislation governing or affecting the same and the
use thereof


3.1.8 not to annex the Chattels to any property and/or land
to the intent that the equipment is not and shall not
become a fixture or fitting of such property and/or
land


3.2 If the Mortgagor shall fail to satisfy the Bank that it has
performed any of its obligations under clause 3.1 then the
Bank may take such steps as it considers appropriate to
procure the performance of such obligation and shall not
thereby be deemed to be a mortgagee in possession and the
monies expended by the Bank shall be reimbursed by the
Mortgagor on demand and until so reimbursed shall carry
interest as mentioned in clause 1 from the cost of payment to
the date of reimbursement.


3.3 The Mortgagor will indemnify and keep the Bank indemnified
from and against all and any costs claims damages and any
other expenses whatsoever that the Bank may suffer sustain or
incur or be called upon to pay by reason of or consequent upon
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