This cause came on for hearing before the Commission at 9:00 a.m. on November 27, 2006, in Suite 801, The Chancery Building, 1120 Lincoln Street, Denver, Colorado, for an order to vacate a 320-acre drilling and spacing unit established for the production of gas and associated hydrocarbons from the Williams Fork and Iles Formations in Section 15, Township 6 South, Range 93 West, 6th P.M., and to establish in its place two (2) 160-acre drilling and spacing units for the production of gas and associated hydrocarbon from the Williams Fork Formation and to allow the equivalent of one (1) well per ten (10) acres.

FINDINGS

The Commission finds as follows:

1. Antero Resources Corporation (“Antero”), as applicant herein, is an interested party in the subject matter of the above-referenced hearing.

2. Due notice of the time, place and purpose of the hearing has been given in all respects as required by law.

3. The Commission has jurisdiction over the subject matter embraced in said Notice, and of the parties interested therein, and jurisdiction to promulgate the hereinafter prescribed order pursuant to the Oil and Gas Conservation Act.

4. On February 13, 2006, the Commission issued Order No. 191-21, which among other things, established a 320-acre drilling and spacing unit consisting of E½ of Section 15, Township 6 South, Range 93 West, 6^th P.M. for production of gas and associated hydrocarbons from the Williams Fork Formation of the Mesaverde Group, and allowed the equivalent of one (1) well per ten (10) acres, with the permitted well to be located anywhere downhole in the established drilling and spacing unit but no closer than one hundred (100) feet from the boundaries of the unit, without exception being granted by the Director, except that with respect to units abutting or cornering lands for which the Commission has not at the time of the drilling permit application granted the right to drill 10-acre density wells, the well shall be located downhole no closer than two hundred (200) feet from the boundary of the drilling unit so abutting or cornering such lands. In addition, wells drilled upon the application lands will be drilled from the surface either vertically or directionally from no more than one (1) pad located on a given quarter quarter section unless exception is granted by the Director of the Colorado Oil and Gas Conservation Commission.

5. On September 1, 2006, Antero Resources Piceance Corporation, by its attorney, filed with the Commission a verified application for an order to vacate the E½ of Section 15, Township 6 South, Range 93 West, 6^th P.M. from the provisions of Order No. 191-21 and establish two (2) 160-acre drilling and spacing units consisting of the SE¼ and SW¼ of Section 15, Township 6 South, Range 93 West, 6^th P.M. for the production of gas and associated hydrocarbons from the Williams Fork Formation, and allow the equivalent of one (1) well per ten (10) acres, with the permitted well to be located in accordance with those established in Order No. 191-21.

6. On October 5, 2006, Antero Resources Piceance Corporation, by its attorney, filed with the Commission a written request to continue this matter to the November hearing so the application could be amended and the hearing in this matter was continued.

7. On October 6, 2006, Antero Resources Piceance Corporation, by its attorney, filed with the Commission an amended application to vacate the E½ of Section 15, Township 6 South, Range 93 West, 6^th P.M. from the provisions of Order No. 191-21 and establish two (2) 160-acre drilling and spacing units consisting of the SE¼ and NE¼ of Section 15, Township 6 South, Range 93 West, 6^th P.M. for the production of gas and associated hydrocarbons from the Williams Fork Formation, and allow the equivalent of one (1) well per ten (10) acres, with the permitted well to be located in accordance with those established in Order No. 191-21.

8. On November 13, 2006, Antero, by its attorney, filed with the Commission a written request to approve the application based on the merits of the verified application and the supporting exhibits. Such request for approval requested that the Hearing Officer take notice of evidence submitted for Order No. 191-21.

9. Testimony and exhibits submitted in support of the application indicated that Antero has under lease the NE¼ of the application lands but has been unsuccessful in leasing the SE¼ of the application lands. Additional testimony indicated that Antero wants to proceed to drill Williams Fork Formation wells on the NE¼ of the application lands without having to pool the SE¼ with said NE¼.

10. The above-referenced testimony and exhibits show that the proposed spacing and density will allow more efficient reservoir drainage, will prevent waste, will assure a greater ultimate recovery of gas, and will not violate correlative rights.

11. Antero Resources Corporation agreed to be bound by oral order of the Commission.

12. Based on the facts stated in the verified amended application and having received no protests and based on the Hearing Officer review of the application under Rule 511.b., the Commission should enter an order vacating the 320-acre drilling and spacing unit consisting of the E½ of Section 15, Township 6 South, Range 93 West, 6^th P.M., and establishing two (2) 160-acre drilling and spacing units consisting of the SE¼ and NE¼ of Section 15, Township 6 South, Range 93 West, 6^th P.M. for production of gas and associated hydrocarbons from the Williams Fork and Iles Formations.

ORDER

NOW, THEREFORE, IT IS ORDERED, that approximate 160-acre drilling and spacing units are hereby established for the production of gas and associated hydrocarbons from the Williams Fork Formation, for the SE¼ and NE¼ of Section 15, Township 6 South, Range 93 West, 6^th P.M., allowing the of the equivalent of one (1) well per ten (10) acres.

IT IS FURTHER ORDERED, that all future Williams Fork Formation wells shall be located anywhere downhole in the established drilling and spacing unit but no closer than one hundred (100) feet from the boundaries of the unit, without exception being granted by the Director, except that with respect to units or lease lines abutting or cornering lands for which the Commission has not at the time of the drilling permit application granted the right to drill 10-acre density wells, the well shall be located downhole no closer than two hundred (200) feet from the boundary of the drilling unit so abutting or cornering such lands.

IT IS FURTHER ORDERED, that all Williams Fork Formation wells drilled upon the application lands shall be drilled from the surface either vertically or directionally from no more than one (1) pad located on a given quarter quarter section unless exception is granted by the Director of the Colorado Oil and Gas Conservation Commission.

IT IS FURTHER ORDERED, that the provisions contained in the above order shall become effective forthwith.

IT IS FURTHER ORDERED, that the Commission expressly reserves its right, after notice and hearing, to alter, amend or repeal any and/or all of the above orders.

IT IS FURTHER ORDERED, that under the State Administrative Procedure Act the Commission considers this order to be final agency action for purposes of judicial review within thirty (30) days after the date this order is mailed by the Commission.

IT IS FURTHER ORDERED, that an application for reconsideration by the Commission of this order is not required prior to the filing for judicial review.

ENTERED this _____ day of December, 2006, as of November 27, 2006.

OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

By____________________________________

Patricia C. Beaver, Secretary

Dated at Suite 801

1120 Lincoln Street

Denver, Colorado 80203

December 11, 2006