<SEQUENCE>5

<FILENAME>deedoftrust.txt

<DESCRIPTION>DEED OF TRUST & SECURITY AGRMNT, DATED 10/15/03

<TEXT>



WHEN RECORDED, RETURN TO:



Dan W. Egan

Ballard Spahr Andrews & Ingersoll, LLP

201 South Main Street, Suite 600

Salt Lake City, Utah 84111-2221







                      DEED OF TRUST AND SECURITY AGREEMENT

                                  (Oil and Gas)





         THIS DEED OF TRUST AND  SECURITY  AGREEMENT  (this  "Deed of Trust") is

made as of this 15th day of October,  2003, by PANNONIAN ENERGY INC., a Delaware

corporation  whose  address is 14 Inverness  Drive East,  Building H, Suite 236,

Englewood,  Colorado 80112 ("Trustor"); in favor of DAN W. EGAN, a member of the

Utah State Bar,  whose address is Ballard  Spahr  Andrews & Ingersoll,  LLP, 201

South Main Street,  Suite 600, Salt Lake City, Utah 84111-2221,  and also to any

substitute  or  successor   Trustee  as   hereinafter   provided  (all  of  whom

collectively  are included within the term "Trustee" as used  hereinafter);  and

BFSUS SPECIAL  OPPORTUNITIES  TRUST PLC, a public limited company  registered in

England and Wales,  RENAISSANCE  CAPITAL GROWTH & INCOME FUND III, INC., a Texas

corporation,  and  RENAISSANCE  US GROWTH & INCOME  TRUST PLC, a public  limited

company  registered in England and Wales, the address of all three of which, for

purposes  of this  Deed  of  Trust,  is 8080  North  Central  Expressway,  Suite

210-LB59, Dallas, Texas 75206 (collectively, the "Beneficiary").



                                   WITNESSETH:



     Gasco  Energy,  Inc.  ("Gasco"),  a  Nevada  corporation  that is the  sole

shareholder  of Trustor,  has delivered to Trustee a Convertible  Loan Agreement

dated as of October 15, 2003 (the "Loan Agreement");



         Trustor has delivered to Renaissance Capital Group, Inc., acting in its

capacity as agent for the Beneficiary,  a Subsidiary Guaranty Agreement dated as

of October 15, 2003 (as amended,  restated,  or replaced from time to time,  the

"Subsidiary Guaranty"),  and terms which are defined in that Subsidiary Guaranty

shall have the same  meanings in this Deed of Trust,  unless  otherwise  defined

herein or unless the context otherwise requires; and



         Pursuant to the Subsidiary Guaranty, Trustor has guaranteed the payment

and performance of the Liabilities and, in order to collateralize the Subsidiary

Guaranty,  has agreed to grant to Trustee for the benefit of Beneficiary a first

priority  security  interest in and to certain  interests  in real and  personal

property owned and hereafter to be acquired by Trustor in the State of Utah.



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

and trusts  hereinafter  set forth and of the sum of Ten  Dollars,  cash in hand

paid, the receipt and sufficiency of which are hereby acknowledged, Trustor does

grant and convey unto Trustee,  in trust,  with power of sale,  all of Trustor's

interest  in the real  property  described  below,  as well as all of  Trustor's

interest in the property relating thereto and all appurtenances  belonging or in

anywise appertaining  thereto,  whether owned or hereafter acquired,  and all of

Trustor's rights,  titles and interests in and to and relating to such property,

and does assign and pledge to Beneficiary  and its  successors and assigns,  and





                                       1

<PAGE>



does grant to Beneficiary  and its  successors  and assigns a security  interest

under the Uniform  Commercial  Code of Utah (the  "Code"),  in all of  Trustor's

personal  property  (including  fixtures and  improvements)  described below and

owned by Trustor,  as well as all of Trustor's property relating thereto and all

appurtenances  belonging or in anywise  appertaining  thereto,  whether owned or

hereafter acquired,  and all of Trustor's rights, titles and interests in and to

and relating to such  property,  and all products  thereof and proceeds  derived

therefrom,  including  proceeds of  insurance,  with all such real and  personal

property subject to this Deed of Trust sometimes  collectively called the "Trust

Estate," including, but not limited to, the following:



     (a)  all  oil and gas  wells  specifically  identified  in  Exhibit  1 (the

          "Wells"),  together with the oil, gas,  casinghead gas, drip gasoline,

          natural  gasoline  and  all  other  liquid  and  gaseous  hydrocarbons

          (collectively,  "oil and gas")  produced  through the wellbores of the

          Wells; and



     (b)  all oil and gas leases described in Exhibit 1 hereto attached and made

          a part hereof,  insofar and only insofar as the leases cover the lands

          described  in Exhibit 1 and then only to the extent  that such  leases

          are  necessary  to produce and operate  the Wells  (collectively,  the

          "Leases"), as executed in favor of, or as assigned, sublet, farmed-out

          or otherwise  transferred  to Trustor,  together  with all  easements,

          privileges,  surface  rights,  production and drilling  rights and all

          other rights, privileges,  titles and interests appurtenant thereto or

          relating  thereto,  but only to the extent  necessary  to produce  and

          operate the Wells; and



     (c)  all  currently  existing  unitization,   communitization  and  pooling

          agreements and the units created thereby (including without limitation

          all units formed under orders,  regulations,  rules or other  official

          acts of any federal, state or other governmental body or agency having

          jurisdiction)  relating  to the  Wells,  in each case  subject  to all

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