Albert J. & Karen S. O'Toole

1711 County Road 331

Silt, CO 81652-9604

Antero Resources II Corporation

1625 17th Street, Suite 300

Denver, CO 80202

Arlen & Edith West

340 County Road 326

Silt, CO 81652

Barrett D. Baker

717 17th Street, Suite 1545

Denver, CO 80202

Barry L. Stout

2000 Baldy Creek Road

New Castle, CO 81647

Brit C. Mclin &

Sharon T. Mclin

1078 County Road 335

Silt, CO 81652

Darrow V. Parker, c/o Karla Harlan

P. O. Box 712

Silt, CO 81652

Dennis E. Dewey & Vicki L. Dewey

4050 County Road 311

New Castle, CO 81647

Devra L. Altman

2020 E. 4th Ave.

Denver, CO 80206

Donald E. & Mary Edith Louthan, JT

440 East 7th Street

Rifle, CO 81650

Douglas Lee Weller & Judy Elaine Weller

4408 County Road 331

Silt, CO 81652

EnCana Oil & Gas (USA) Inc.

960 17th Street

Denver, CO 80525

F. A. Anderson, F.J. Arroyo, A.B. Byerly and Jason Alan Scott

12 Bullrush Court

Stafford, VA 22554

Flag Resources Inc. Profit Sharing Plan

287 Midvale Drive

New Castle, CO 81647

Gary R. & Phyllis E. Hall

15737 West 2nd Avenue

Golden, CO 80401

Great Northern Gas Company

621 17th Street, Suite 2150

Denver, CO 80293

Harold P. & Deanna M. Hoffmeister

232 County Road 326

Silt, CO 81652

Harold R. Smith, Jr. & Linda L. Smith

546 County Rd. 326

Silt, CO 81652

Harry A. Garner & Leslie L. Garner

P. O. Box 324

Glenwood Springs, CO 81602

Howard Robinson, aka Charles Howard Robinson, aka C. Howard Robinson, and Clarice J. Robinson

P. O. Box 1185

Rifle, CO 81650

Jeffrey Stephen Hoffmeister

27653 US Highway 6 & 24

Rifle, CO 81650

Jerry P. & Kristina K. Hoffmeister

4458 County Road 331

Silt, CO 81652

John D. Fergen Revocable Trust & Geneva S. Fergen Revocable Trust

3125 County Rd. 312

New Castle, CO 81647

Joyce Van Every

0820 127 Road

Glenwood Springs, CO 81602

Juniper Group LLC, Colo corp

6924 N Firenze Dr

Tucson, AZ 85704

Kristine M. Peterson

Suite 203

2525 S. Wadsworth Blvd.

Lakewood, CO 80227

Larry R. & Darcy A. Campbell

P.O. Box 85

Silt, CO 81652

MAP2003-NET

100 Park Avenue, Suite 1009

Oklahoma City, OK 73102

Maralex Resources, Inc.

621 17th Street, Suite 1125

Denver, CO 80293

Mark A. Huttner & Cathlyn J. Huttner

21427 East Ottawa Circle

Aurora, CO 80016

McFee Investment Co., Inc.

3141 Hood Street

Dallas, TX 75219

Michelle Schirer & Daniel Schirer

531 County Rd. 326

Silt, CO 81652

Peter L. Israel & Wendy K. Israel

FKA Wendy K. Gosewich

P. O. Box 780

Ophir, CO 81426

Retamco Operating, Inc.

3301 Stonewall Lane

Billings, MT 59102

Richard Altman & Co.

c/o Colorado State Bank

6865 E. Floyd Ave.

Denver, CO 80224

Richard Mel Jowell &

Marie E. Jowell

555 North 4th Street

Silt, CO 81652

Russell L. Dahlin

840 - 326 Rd.

Silt, CO 81652

Shirley Arbaney c/o Rick Arbaney

5646 CR 331

Silt, CO 81652

Stephen R. & Leslie A. Schubert

3692 County Road 311

Silt, CO 81652

The Harold P. Hoffmeister Family Trust, dated 12/17/01

232 County Road 326

Silt, CO 81652

Thomas S. Platzer & Linda M. Platzer

3694 County Rd. 311

Silt, CO 81652

V. Z. Walton Investments, LLC

1224 East McMurray Blvd.

Casa Grande, AZ 85222

West Valley Development Holding, LLC

201 North Mill Street, Suite 201

Aspen, CO 81611

William D. Yeik

P. O. Box 502

Eagle, CO

81631-0502

William G. & Janette M. Kaufman

925 Bennett Avenue

Glenwood Springs, CO 81602

William J. Solinger

4064 County Road 331

Silt, CO 81652

William M. Smith & Patricia A. Smith

795 County Rd. 326

Silt, CO 81652

Williams Production RMT Company

Tower 3, Suite 1000

1515 Arapahoe Street

Denver, Colorado 80202

Windsor Castle Springs, LLC

2202 Timberloch Place, Suite 222

The Woodlands, TX 77380

Yates Petroleum Corp.

105 S. 4th Street

Artesia, NM 88210

Young Enterprises

612 Rico Way

Grand Junction, CO 81506

BEFORE THE OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

STATE OF COLORADO                                                         )

                                                                                                  ) #9; ss.

CITY AND COUNTY OF DENVER                                       )

William A. Keefe of lawful age, and being first duly sworn upon his oath, states and declares:

That he is the attorney for Bill Barrett Corporation, that on November ____, 2004 he caused a copy of the attached Application in the subject docket to be deposited in the United States Mail, postage prepaid, addressed to the parties listed on Exhibit A to the Application.

                                Subscribed and sworn to before me November, 2004

                                Witness my hand and official seal.

                                My commission expires: January 24, 2005

Notary Public

It is BBC's intent to limit the density of surface locations to one surface pad per 80 acres. This will be accomplished by drilling up to 8 bottom hole locations from one well pad. Anticipated exceptions to this policy are limited to situations that are dictated by topographic constraints, lease boundaries, and surface owner requests.

Bill Barrett Corporation (BBC) will conduct all operations including drilling and completion activities in the Mamm Creek Field in accordance with Colorado Oil & Gas Conservation Commission (COGCC) rules and regulations. This includes requirements set forth in the COGCC May 3, 2001, July 23, 2004, August 23, 2004, and August 25, 2004 area specific Draft Notices to Operators.

BBC shall implement a ground-water monitoring program to determine backgound and post- operation conditions of ground-water quality in the BBC area of activity. In summary, existing wells within a one-half mile of drilling activity will be testing before drilling and again within sixty days of completion of drilling.

Monitoring Objectives

The monitoring objectives are to delineate the existing or background ground-water quality and quantity in areas of upcoming BBC drilling and completion operations and determine if such operations have an effect on water quality or well productivity.

Monitoring Methods

Prior to drilling activities, BBC will identify through Colorado State Engineer records and landowner contact, the location of any water wells within 1/2mile of drilling locations. BBC will obtain authorization of landowners for any testing.

Prior to sampling, the annular space vapor screening will be conducted with field instruments sensitive to methane. This test is dependant upon ready access to the wellhead without structural modification.

Quantitative yield will be determined by pumping the well at the highest rate possible using currently installed equipment for a period of one hour. Flow rates will be recorded every ten minutes and evidence of pumping off, methane vapor or sediment production will be noted. Any other unusual characteristics such as discoloration or odors will also be recorded.

Water samples will be collected from the point in the water system nearest the well. The sample will be analyzed for dissolved methane, oil & grease, benzene, toluene, ethylbenzene, xylenes (BTEX), common cations/anions, total dissolved solids, pH, and specific conductance. If dissolved methane is detected at 2 mg/L or greater, the composition and the ratio of stable carbon isotopes in the methane will be analyzed to determine gas type (thermogenic, biogenic or mixture). If the testing results indicate biogenic gas, then no further isotopic testing shall be required. If the results indicate thermogenic gas or a mixture of biogenic and thermogenic gas, BBC shall determine an investigation strategy to determine the source of the gas.

The post-drilling activity test will be conducted within 60 days of cessation of completion activities at the well site and will be conducted in a manner as identical as possible to the tests conducted prior to the activity.

Copies of all test results described above shall be provided to the owner of the well and to the COGCC. .

BBC will attempt to locate or orient engines and their exhausts to reduce the noise perceived by residents closest to wells. BBC will require that equipment used on locations is modern and well maintained. BBC will evaluate noise generation from equipment and request that contractors refit mufflers etc. in situations that the volume produced is unnecessarily high. BBC will also install sound barriers where appropriate to achieve compliance with COGCC rules

Lighting is required on all active drilling rigs and the immediate working area for safety reasons. If a drilling rig is within 500 feet of an occupied residence, BBC and its subcontractors will make a good faith effort to align the rig and equipment to minimize the proportion of the lights that are directed towards the residence. If practicable, BBC will install lighting shield devices on some of the more conspicuous lights. Note that shielding devices on drilling rigs are rarely effective due to wind and vibration effects.

BBC will install equipment to control emissions from stock tanks and dehydration units that are within one thousand (1,000) feet of an occupied building or in response to an odor complaint that cannot otherwise be remedied.

BBC will comply with all COGCC, Colorado Department of Public Health and Environment (CDPHE), and Environmental Protection Agency (EPA) spill control, cleanup, and reporting requirements. BBC will notify the surface owner(s) of the land in the event of a reportable spill of E&P waste or any hazardous substance. Surface owners shall be notified in writing if telephone or other verbal communication is unsuccessful.

Sanitary facilities will be on site at all times during construction and installation. Sewage will be placed in a portable chemical toilet. The toilet will be replaced periodically utilizing a licensed contractor. Toilet contents will be delivered to local Wastewater Treatment Facility in accordance with state and county regulations. Disposal will be in accordance with State of Colorado and Garfield County rules and regulations regarding sewage treatment and disposal.

All refuse (trash and other solid waste, including cans, paper, cable, etc.) generated during construction and testing activities will be contained in an enclosed receptacle, removed from the location promptly, and hauled to an authorized disposal site.

Immediately after completion of construction, all debris and other waste materials not contained within trash barrels will be cleaned up and removed from the location.

All project-related activities involving hazardous materials use will be conducted in a manner that minimizes potential environmental impacts. An on site file will be maintained containing current Material Safety Data Sheets (MSDS) for all chemicals, compounds, and/or substances that are used in the course of construction and operations.

No hazardous substance, as defined by CERCLA, will be used in pipeline construction operations. No RCRA hazardous wastes will be generated by pipeline construction operations.

Any spills of oil, gas, or any other potentially hazardous substance will be reported immediately to the BLM, local authorities, and other responsible parties, and will be mitigated immediately, as appropriate, through cleanup or removal to an approved disposal site.

BBC integrates safety and the environment into every aspect of its work. All BBC employees are regularly trained in effective safety practices. The elements of training include courses covering blood borne pathogens, confined space entry, effective handling of contractors and subcontractors, drum storage and handling, hazard communications, hot tapping procedures, hot work permit procedures, hydrogen sulfide, incident reporting guidelines, lockout/tagout procedures, MSDS, personal protective equipment, pressure vessel inspection, SPCC inspection guidelines and disaster recovery plans.

In addition, BBC will install security fencing around wellheads and production equipment to prevent unauthorized incursions.

BBC will monitor the condition of roads utilized in operations and in those situations where reasonably warranted, apply dust suppressants such as water and/or magnesium chloride solution will be applied.

BBC takes traffic issues very seriously and will do everything practicable to ensure BBC personnel and contractors follow all traffic laws. BBC will periodically forward a "NOTICE TO ALL CONTRACTORS" regarding driving and traffic law adherence and BBC policy of discipline up to removal from BBC projects for violators. BBC will request assistance from the local citizenry as well to report violators to the county sheriff as well as to BBC for investigation and/or enforcement. BBC will require that all contractor vehicles have their company name and/or logo displayed conspicuously for easy identification.

BBC will request that when staging of equipment on roads is necessary, that locations remote from residences or other sensitive sites be chosen.

This reclamation plan is applicable to the 10-acre well density application area. It covers soil salvage, soil stockpiling, re-topsoiling, soil amendments/fertilization, seeding, seed mixtures, mulching, Best Management Practices (BMP’s), fencing, weed control, revegetation inspections and revegetation monitoring.

The reclamation process has been divided into four major phases: predisturbance planning and site preparation, site stabilization reclamation, interim and final reclamation, and reclamation success monitoring. By minimizing the amount of land disturbed through predisturbance planning and initially preparing the site for construction activities with the understanding that the

area would eventually be reclaimed (e.g., topsoil stripping and stockpiling for later use during site reconstruction, minimizing cut-and-fill slopes, and disturbing as small an area as possible), the acreage requiring disturbance would be reduced and reclamation success would be facilitated.

Interim reclamation includes those measures conducted concurrently with or immediately after initial disturbance such as seeding with a quick-growing temporary mixture to establish ground cover. Site stabilization will generally be completed within 30-60 days of well completion and will last for the life of the well.

Interim reclamation involves the reconstruction of areas during the planned development, but not necessarily disturbed for the life-of-well (LOW) (production reclamation), as well as stabilization of disturbed areas to control runoff and erosion until permanent reclamation procedures are applied. Construction-related disturbance areas along road rights-of-way (ROW’s) and topsoil stockpiles are examples of interim reclamation sites. Final reclamation includes the reconstruction of locations and associated ROW’s no longer needed for the project. A non-producing well location and associated access road are examples of final reclamation sites. Upon project completion, all disturbed areas except roads to be retained for other land uses, as designated by the landowner, would be reclaimed.

Reclamation success monitoring involves assessing the status of reclaimed areas to ensure they meet desired site stability and productivity standards. Reclamation monitoring would be performed by BBC and would include an evaluation of plant cover, density, and diversity. Non-cropland vegetation would be expected to contain a diverse mixture of grasses, forbs, and shrubs.

Short-term reclamation goals are the immediate stabilization of disturbed areas to control erosion and provide protection for adjacent undisturbed areas from unnecessary degradation. Erosion will be considered controlled when water naturally infiltrates into the soil; gullying, headcutting, or slumping is not observed; and rills are less than 3 inches deep. The long-term reclamation objective is to restore all disturbed lands to allow for the re-establishment of self-sustaining desirable vegetation. Desirable vegetation is defined as the pre-existing agricultural crop or vegetation which provides forage for big game, livestock, and other wildlife. Revegetation efforts will preclude the need to return the site to a "natural pre-existing condition," which is costly and may be non-beneficial to the parties involved. Other goals include the protection of surface water and groundwater resources through the reconstruction of a geologically and hydrologically stable landform that would support future land uses (i.e., wildlife habitat, recreation, livestock grazing, and mineral exploration).

Reclamation objectives are:

8.3 Affected Communities/Habitat

Within the projects area, five general plant communities have been identified. These plant communities include steep-slope xeric shrub, pinyon/juniper woodland, big sagebrush, desert shrublands, and hay meadows. The steep-slope xeric shrub community contains mountain mahogany and antelope bitterbrush, often with an overstory of pinyon and juniper. Pinyon/juniper woodlands consist of pinyon and juniper, with an understory of wheatgrass and needlegrass. The big sagebrush community contains sagebrush, saltbush, greasewood, and wheatgrass. The desert shrubland community primarily consists of saltbush, sagebrush, and warm-season grasses. Portions of the areas contain irrigated hay meadows which may include wet areas.

The project area contains habitat that have been identified by the Colorado Division of Wildlife (CDOW) for mule deer as winter range, severe winter range, and winter concentration areas. Winter range is described as part of the range of a species where 90% of the individuals are located using the average five winters out of ten from the first heavy snowfall to spring green-up. Severe winter range is that part of the range of a species where 90% of the individuals are located when the annual snowpack is at its maximum and/or temperatures are at a minimum in the two worst winters out of ten. Winter concentration areas are defined as that part of the winter range of a species where densities are at least 200% greater than the surrounding winter range density during the same period used to define winter range in the average five winters out of ten.

Prior to actual construction activities, BBC personnel will review locations of well pads, access roads, and ancillary facilities. The following items will be evaluated and/or inventoried.

A comprehensive description of revegetation and erosion control efforts is described in each the following sections of this reclamation plan.

8.4.2 Roads

The soils of the Mamm Creek area tend to be shallow soils derived from alluvial and colluvial material. Restrictive features for plant growth result from high coarse fragment content, alkalinity, and poor soil texture. Existing sparse vegetative cover and the lack of desirable plant species in undisturbed areas reflects the shallow nature of in-situ soils. There is also a high presence of invader species (weed species) in the area.

Topsoil stockpiles left in place for greater than 12 months will be seeded with a quick germinating cover of grasses. Topsoil stockpiles will be dozer tracked on the contour to create cleat marks that will serve as erosion basins. Also, a continuous berm will be placed around any down slope sides of the topsoil stockpile to prevent addition runoff and potential erosion.

Stabilization and interim reclamation would occur on all areas where final reclamation is not promptly applied, and on areas that may be redisturbed during final reclamation. Disturbed areas subject to interim reclamation include road cut-and-fill areas and portions of each wellpad and ancillary facility sites not needed for production-related activities (production reclamation) and topsoil and subsoil stockpiles (temporary reclamation). Interim reclamation measures would be applied only as needed, since final reclamation measures would be applied concurrently with the completion of most project construction activities (i.e., final reclamation measures would be applied on all areas that would likely remain undisturbed for the remainder of the project).

Upon completion of a specific development activity (e.g., road construction, well testing), the area to be reclaimed would be delineated. Final reclamation practices would be applied on areas that would likely remain undisturbed for the remainder of the LOW.

Where possible, disturbed areas would be graded and contoured to slopes of 3:1 (horizontal: vertical) or less or as required to stabilize the area and provide a suitable seedbed. Well sites which need to be constructed on steeper slopes (3:1 to 2:1) will be based on the ability to perform stable construction efforts utilizing crib walls, soil nailing, etc. Contoured areas would be ripped, as necessary, to reduce soil compaction. Ripping in many areas may be conducted after topsoil replacement. Temporary erosion control measures (e.g., waterbars, mulch application, biodegradable netting installation) also would be applied as necessary. To minimize sedimentation of drainage channels and wetlands during the interim period between construction activity and final reclamation, temporary erosion and sediment control measures would be applied. Silt fences or other sediment filtering devices such as weed-free straw bales would be installed at drainage channel banks where sedimentation is excessive and at the base of all slopes adjacent to wet/riparian areas or surface water bodies. To avoid the possibility of mulching materials entering waterways, loose mulch (i.e., mulch not crimped into the soil surface, tackified, or incorporated into erosion control blankets) would not be applied to drainage channel banks. 8.17.0 describes Best Management Practices in more detail.

Seedbed preparation activities would include topsoil replacement and harrowing, disking, pitting, and/or ripping. After topsoil replacement and preparation, the area would be seeded at the first appropriate opportunity using a seed mixture developed to facilitate rapid establishment of vegetation and site stabilization or a seed mixture designed for interim or final reclamation as appropriate. Landowner preferences will be honored, when practicable, in the development of seed mixes. Areas that have been seeded would be visually monitored for seedling establishment and the presence of erosional features and would be restabilized and reseeded, as necessary, until adequate vegetation establishment and site stability is achieved (see Section 8.21.0).

All gas and water wells will be abandoned according to Colorado Oil and Gas Conservation Commission (COGCC) regulations. All aboveground wellpad, pipeline, and water disposal facilities, including buildings, structures, tanks, reserve pits, flare pits, and associated hardware, will be closed or dismantled and removed from the site.

Any liquid or solid wastes remaining at well locations would be properly disposed of according to state and federal regulations. Reserve or evaporation pit liners would be disposed of according to COGCC recommendations by removal to state-approved sites or by appropriate on-site burial. Any concrete foundations, pads, or footings would be adequately broken up and covered or removed. All aggregate used for wellpad, road, and/or ancillary facility site construction also would be removed or suitably buried.

Road reclamation would be conducted as deemed appropriate by BBC in conjunction with the surface landowners; some roads may remain after project completion. Road reclamation would include the removal of bridges, culverts, cattleguards, sediment control structures, and signs. Drainage-crossing sideslopes would be reduced to no more than 4:1 to reduce bank erosion and produce stable sideslopes. In addition, road barriers, or signs to discourage travel on the reclaimed road surface may be used.

Surface preparation includes backfilling, grading, and ripping of compacted soils. In some areas subjected to interim reclamation (See Section 7.0), topsoil removal and short-term storage may also be required.

Tables 8.14.1 thru 8.14.5 contain seed mixes that are recommended for uses in general regional areas of proposed drill sites.

A number of different BMP’s are anticipated for use on the various future well sites associated with this project. They are listed and described below.

The Colorado Noxious Weed Management Act (Colorado Department of Agriculture – 1996) and the Garfield County Weed Management Plan (Garfield County Vegetation Management – 2000) provide for control of noxious weeds on all unincorporated lands within the county. To comply with state and county policies, BBC has developed a weed management plan that complies with state and county policies. There are 21 noxious weeds listed in the county list and 68 plants on the state list.

Final reclamation would be performed as soon as practicable after the determination that these areas are no longer required for the project. Permanent reclamation objectives include all those listed for interim reclamation (See Section 9.0), plus the following:

During the spring of each year after sufficient time for green up of vegetation species and again in late summer, BBC will inspect each well site. Observations will be made for weed species presence, fence damage, erosion occurrences, and bare ground resulting from lack of germination and fill-in of native seeded species.

Observations of any problems will result in additional revegetation efforts. Erosion will be repaired by filling in wash outs and regrading. Small bare spots will result in touch-up hand seeding and raking. Larger areas exhibiting revegetation failure will be retilled and seeded as described in the corresponding sections of this plan above.

Reclamation success monitoring will commence as soon as appropriate but typically during the 4^th growing season and continue until reclamation efforts meet or exceed 80% of the pre-construction cover .

BBC will comply with all local, state and federal reporting requirements in all emergency situations. In the unlikely event of an emergency requiring communication with the community, BBC will utilize a "Contact Tree" approach and our database of landowners to contact the public quickly.

Table 9.1 below provides the BBC contacts for this project area.