BEFORE THE OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

APPLICATION

Tom Brown, Inc. ("Applicant"), by and through its attorneys, Dorsey & Whitney LLP, respectfully submits this Application to the Oil and Gas Conservation Commission of the State of Colorado (the "Commission") for an order establishing spacing rules applicable to the drilling and producing of wells from the Williams Fork Formation of the Mesaverde Group covering certain described lands in the Rulison and Parachute Field areas, Garfield County, Colorado and in support of its Application states and alleges as follows:

1. Applicant is a corporation duly authorized to conduct business in the State of Colorado.

2. Applicant owns leasehold interests in the following described lands:

Township 7 South, Range 95 West, 6^th P.M.

Section 30: All

Section 31: All

Township 7 South, Range 96 West, 6^th P.M.

Section 25: All

Section 36: All

Garfield County, Colorado.

(hereafter the "Application Lands")

3. That the Application Lands are subject to the Commission’s Order No. 139-31 and 440-18 which provide for optional drilling of additional wells, up to sixteen (16) wells for each 640-acre drilling and spacing unit and up to eight (8) wells per 320-acre drilling and spacing unit with the permitted wells to be located no closer than 400 feet from the outer boundaries of the drilling unit and no closer than 800 feet from any existing well drilled into and producing from the Williams Fork Formation of the Mesaverde Group.

4. That Applicant has drilled, tested and completed multiple wells in the Williams Fork Formation of the Mesaverde Group upon the Application Lands and other nearby lands.

5. That to promote efficient drainage within the Williams Fork Formation of the Mesaverde Group of the Application Lands, the Commission should increase the number of wells which can be optionally drilled into and produced from the Williams Fork Formation of the Application Lands which constitute existing drilling units (or portions thereof) to the equivalent of one Williams Fork well per 20 acres.

6. That as to all future Williams Fork wells to be drilled upon the Application Lands, each well may be located downhole in the established drilling and spacing unit but no closer than 200 feet from the boundaries of the unit and no closer than 400 feet from any existing Williams Fork well without exception being granted by the Director of the Oil and Gas Conservation Commission.

7. Applicant commits that wells to be drilled under this Application will be drilled from the surface either vertically or directionally from no more than one pad located on a given quarter quarter section unless exception is granted by the Director of the Colorado Oil and Gas Conservation Commission.

8. That the above-proposed spacing and well location rules will allow more efficient drainage of the Williams Fork Formation of the Mesaverde Group; will prevent waste; will not adversely effect correlative rights and will assure the greatest ultimate recovery of gas and associated hydrocarbon substances from the reservoir.

9. That the names and addresses of the interested parties according to the information and belief of the Applicant are set forth in Exhibit A attached hereto and made a part hereof.

WHEREFORE, Applicant respectfully requests that this matter be set for hearing, that notice be given as required by law and that upon such hearing this Commission enter its order consistent with Applicant’s proposals as set forth above.

Dated this day of __________, 2004.

Applicants' Address:

950 17th Street, Suite 2600

Denver, CO 80202

STATE OF COLORADO                                                 )

                                                                                            ) ss.

CITY & COUNTY OF DENVER                                       )

Francois Goyer, Land Negotiator of Tom Brown, Inc., upon oath deposes and says that he has read the foregoing Application and that the statements contained therein are true to the best of his knowledge, information and belief.

TOM BROWN, INC.

By:__________________________________

Francois Goyer, Land Negotiator

Subscribed and sworn to before me this day of ____________, 2004, by Francois Goyer, Land Negotiator of Tom Brown, Inc.

Witness my hand and official seal. My commission expires:___________________

_______________________________________

Notary Public

EXHIBIT A

INTERESTED PARTIES

Joan L. Savage

5953 County Road 320

Rifle, CO 81650

Exxon Corporation

P.O. Box 2567

Houston, TX 77252-256

Williams Production RMT Company

1515 Arapahoe Street, Tower 3, Suite 1500

Denver, CO 80202

Specialty Restaurants Corporation

8191 East Kiser Boulevard

Anaheim, CA 92808

William Lane

1487 County Road 117

Glenwood Springs, CO 81601

Deanne McClain

1487 County Road 117

Glenwood Springs, CO 81601

The Salvation Army

Intermountain Division

1930 Sherman Street

Denver, CO 80203

John W. Savage, Jr.

Roy E. Savage

Marshall T. Savage

Daniel W. Savage

c/o Box 1926

Rifle, CO 81650

Thomas & Debra Morton

1487 County Road 117

Glenwood Springs, CO 81601

Larry A. & Karen K. Klebold

1070 E. 15^th Ave.

Broomfield, CO 80020

Donald R. Throm

P. O. Box 302

Parachute, CO

Mary Ann Bosely

P.O. Box 26

Woody Creek, CO 81656

Ernie Fyrwald

1265 Mountain Drive

Aspen, CO 81611

Judith L. Hayward

180 S. 2^nd Street

Parachute, CO 81635

Gilin Jones and

Linda G. Jones

7256 County Road 306

Parachute, CO 81635-9441

Apollo Energy, LLC

1557 Ogden Street, Ste. 300

Denver, CO 80218

Noble Energy, Inc.

100 Glenborough Drive, Ste. 100

Houston, TX 77067-3610

Bureau of Land Management

2850 Youngfield St.

Lakewood, CO 80215