BEFORE THE OIL AND GAS CONSERVATION COMMISSION
OF THE STATE OF COLORADO

IN THE MATTER OF THE PROMULGATION AND ESTABLISHMENT OF FIELD RULES TO GOVERN OPERATIONS IN THE MAMM CREEK FIELD, GARFIELD COUNTY, COLORADO

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CAUSE NO. 191

ORDER NO. 191-80

REPORT OF COMMISSION

This cause was heard by the Commission on November 29, 2010, in Suite 801, at The Chancery Building, 1120 Lincoln Street, Denver, Colorado, for an order to approve the equivalent of one well per 10 acres for the N½ N½ of Section 19, Township 6 South, Range 91 West, 6^th P.M., for the production of gas and associated hydrocarbons from the Iles Formation.

FINDINGS

The Commission finds as follows:

1. Bill Barrett Corporation (“BBC”) is an interested party in the subject matter of the above-referenced matter.

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 the notice and the parties interested therein, and has jurisdiction to promulgate this order.

4. Rule 318.a. of the Rules and Regulations of the Oil and Gas Conservation Commission requires that wells drilled in excess of 2,500 feet in depth be located not less than 600 feet from any lease line, and located not less than 1,200 feet from any other producible or drilling oil or gas well when drilling to the same common source of supply. The N½ N½ of Section 19, Township 6 South, Range 91 West, 6^th P.M. is presently subject to this Rule for the Iles Formation.

5. On January 10, 2005 (corrected June 8, 2005 and November 5, 2008), the Commission issued Order No. 191-8, which among other things, approved the equivalent of one well per 10 acres for certain lands, including the N½ N½ of Section 19, Township 6 South, Range 91 West, 6^th P.M., for the production of gas and associated hydrocarbons from the Williams Fork Formation.

6. On October 8, 2010, BBC, by its attorney, filed with the Commission a verified application (“Application”) for an order to approve the equivalent of one well per 10 acres for the below-listed lands (“Application Lands”), for the production of gas and associated hydrocarbons from the Iles Formation:

Township 6 South, Range 91 West, 6^th P.M.

Section 19:

N½ N½

Garfield County, Colorado

BBC requested that all future Iles Formation wells drilled under this Application have bottomhole locations no closer than 100 feet from the boundaries of any lease line, unless an exception is granted by the Director of the Commission. However, where the Application Lands abut or corner lands that the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Williams Fork or Iles Formation wells, wells should have bottomhole locations no closer than 200 feet from the boundary or boundaries of any lease line abutting or cornering such lands, unless an exception is granted by the Director of the Commission.

Further, BBC requested that, except as otherwise authorized by order of the Commission, wells drilled under this Application should be drilled from the surface either vertically or directionally from no more than one pad located on a given quarter-quarter section (or lots or parcels approximately equivalent thereto), and that Iles Formation wells should be drilled and completed only in association with the drilling and completion of wells in the Williams Fork Formation, unless an exception is granted by the Commission.

7. On November 15, 2010, BBC filed with the Commission a written request to approve the Application based on the merits of the verified Application and the supporting exhibits as is provided for by Rule 511. Sworn written testimony and exhibits were submitted in support of the Application.

8. Testimony and exhibits submitted in support of the Application by David Eckelberger, Land Administrator for BBC, showed that the Application Lands are presently approved for one well per 10-acre density for the Williams Fork Formation, and that adjacent lands have been approved for 10-acre density for the Iles Formation. Additional testimony showed that BBC requests 10-acre density for the Iles Formation in conjunction with the existing 10-acre density spacing for the Williams Fork Formation in order to optimize reserve recovery and prevent waste in the Application Lands.

9. On November 16, 2010, the Colorado Department of Public Health and Environment submitted a written letter to the Commission which stated that granting the Application would protect public health, safety, welfare, and environment.

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

11. BBC agreed to be bound by oral order of the Commission.

12. Based on the facts stated in the verified Application, having received no protests, and based on the hearing officer review of the Application under Rule 511., the Commission should enter an order approving the equivalent of one well per 10 acres for the N½ N½ of Section 19, Township 6 South, Range 91 West, 6^th P.M., for the production of gas and associated hydrocarbons from the Iles Formation.

ORDER

NOW, THEREFORE IT IS ORDERED, that the equivalent of one well per 10 acres is hereby approved for below-listed lands, for the production of gas and associated hydrocarbons from the Iles Formation:

Township 6 South, Range 91 West, 6^th P.M.

Section 19:

N½ N½

Garfield County, Colorado

IT IS FURTHER ORDERED, that all future Iles Formation wells drilled under this Order shall have bottomhole locations no closer than 100 feet from the boundaries of any lease line, unless an exception is granted by the Director of the Commission. However, where the Application Lands abut or corner lands that the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Williams Fork or Iles Formation wells, wells shall have bottomhole locations no closer than 200 feet from the boundary or boundaries of any lease line abutting or cornering such lands, unless an exception is granted by the Director of the Commission.

IT IS FURTHER ORDERED, that, except as otherwise authorized by order of the Commission, wells drilled under this Order should be drilled from the surface either vertically or directionally from no more than one pad located on a given quarter-quarter section (or lots or parcels approximately equivalent thereto), and that Iles Formation wells should be drilled and completed only in association with the drilling and completion of wells in the Williams Fork Formation, unless an exception is granted by the Commission.

IT IS FURTHER ORDERED, that the provisions contained in the above Order, shall become effective immediately.

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 2010, as of November 29, 2010.

OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

By__________________________ __

Robert A. Willis, Acting Secretary

Dated at Suite 801

1120 Lincoln Street

Denver, Colorado 80203

December 20, 2010