LOAN AGREEMENT

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         This Loan Agreement (the "Agreement") is made and entered into

effective as of this 12th day of March, 2003, by and among American Natural

Energy Corporation, an Oklahoma corporation (the "Borrower") and Bank One, N.A.,

formerly known as Bank One, Michigan, N.A., which was formerly known as NBD Bank

(the "Bank").



                              W I T N E S S E T H:



         NOW, THEREFORE, in consideration of the premises and of the mutual

covenants and agreements contained herein, and for other good and valuable

consideration, the receipt and adequacy of which are hereby acknowledged, the

Bank and the Borrower covenant and agree as follows:



1.       Recitations.

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         1.1 Credit Agreement. On or about November 24, 1995, Couba Operating

Company ("Couba") made, executed and delivered to the Bank a Credit Agreement

(the "Credit Agreement").



         1.2 Revolving Credit Note. On or about November 24, 1995, Couba made,

executed and delivered to the Bank a Revolving Credit Note in the original

amount of $2,000,000 (the "Couba Note").



         1.3 Continuing Security Agreement. On or about November 24, 1995, Couba

made, executed and delivered to the Bank a Continuing Security Agreement (the

"Security Agreement") providing the Bank with a security interest in all of

Couba's assets, including but not limited to, accounts receivable, inventory,

equipment and general intangibles.



         1.4 Mortgage. On or about November 24, 1995, Couba made, executed and

delivered to the Bank a Mortgage, Security Agreement, Assignment of Production

and Financing Statement (the "Mortgage") providing the Bank with a first

mortgage on all of Couba's interest in a lease on property located in St.

Charles Parish, Louisiana and described on Exhibit "A" to the Mortgage (the

"Leasehold Interest").



         1.5 Financing Statements. On or about November 24, 1995, Couba made,

executed and delivered to the Bank certain UCC-1 Financing Statements covering

all of the Bank's Collateral which were filed in the State of Louisiana and the

State of Oklahoma.



         1.6 First Amendment to Credit Agreement. On or about February 27, 1996,

Couba made, executed and delivered to the Bank that certain First Amendment to

Credit Agreement providing for an increase in Couba's credit facility pursuant

to the Credit Agreement to the sum of $2,250,000.00 (the "First Amendment").

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         1.7 Revised Revolving Credit Note. On or about February 27, 1996, Couba

made, executed and delivered to the Bank a Revised Revolving Credit Note (the

"Revised Couba Note") in the original amount of $2,250,000.00.



         1.8 Bankruptcy. On March 14, 2000, an involuntary Chapter 11 Bankruptcy

Petition (the "Petition") was filed against Couba in the United States

Bankruptcy Court for the Western District of Oklahoma, bearing Case No.

00-11837-WV (the "Bankruptcy Case"). The Bankruptcy Case was later converted to

a voluntary case.



         1.9 Borrower's Plan. On June 6, 2001, the Borrower and Couba jointly

filed a First Amended Joint Plan of Reorganization proposing to purchase from

Couba's bankruptcy estate the assets that are subject to the Bank's Mortgage,

Security Agreement and Financing Statements. The First Amended Joint Plan was

later amended by the Second Amended Joint Plan of Reorganization (the "Plan").

The Plan was confirmed by the Bankruptcy Court on November 16, 2001.



         1.10 Amendment and Restatement. This Agreement is intended to amend,

restate and replace the terms of the Plan that apply to the parties hereto.



2.       Definitions.

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         2.1 Terms Previously Defined. Except as otherwise specifically set

forth, the terms defined in the recitals to this Agreement shall have the same

meaning when used below.



         2.2 Other Definitions. As used in this Agreement, the following terms

shall have the meanings indicated below, unless the context otherwise requires,

and the singular shall include the plural and vice versa.



                  2.2.1 Agreement. and such terms as "herein," "hereof,"

         "hereby," "hereunder," and the like shall mean and refer to this Loan

         Agreement and any all supplements, modifications or amendments hereto.



                  2.2.2 ANEC Mortgage. The term "ANEC Mortgage" shall mean that

         certain Mortgage, Security Agreement, Financing Statement and

         Assignment of Production and Financing Statement executed by Borrower

         in form and substance acceptable to Bank, granting the Bank a first and

         prior mortgage lien against the Property subject to that certain

         Subordination Agreement by and between Bank and Quest Investment

         Corporation and that certain Subordination Agreement by and between

         Bank and Transatlantic Petroleum (USA) Corp (collectively the

         "Subordination Agreements").



                  2.2.3 ANEC Note shall mean the promissory note made, executed

         and delivered by the Borrower to the Bank in connection with this

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