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

IN THE MATTER OF THE PROMULGATION                                         )                         CAUSE NOS.139 & 510

AND ESTABLISHMENT OF FIELD RULES TO                                    )

GOVERN OPERATIONS IN THE RULISON FIELD,                             )                         ORDER NOS. 139-65 & 510-22

GARFIELD COUNTY, COLORADO                                                        )

                        This cause came on for hearing before the Commission at 9:00 a.m. on July 10, 2006, in Suite 801, The Chancery Building, 1120 Lincoln Street, Denver, Colorado, for an order to establish 40-acre drilling and spacing units for the W½ NE¼ SE¼ of Section 8, Township 8 South, Range 95 West, 6^th P.M., for production of gas and associated hydrocarbons from the Williams Fork and Iles Formations.

                        The Commission finds as follows:

                        1. Noble Energy Inc. ("Noble"), 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. Rule 318.a. of the Rules and Regulations of the Commission requires that wells drilled in excess of two thousand five hundred (2,500) feet in depth be located not less than six hundred (600) feet from any lease line, and located not less than one thousand two hundred (1,200) feet from any other producible or drilling oil or gas well when drilling to the same common source of supply. The W½ NE¼ SE¼ of Section 8, Township 8 South, Range 95 West, 6^th P.M. is subject to this rule.

                        5. On April 24, 2006 the Commission issued Order Nos. 139-59 and 510-19, which among other things, established 40-acre drilling and spacing units, including certain lands in Section 8, Township 8 South, Range 95 West, 6^th P.M. The W½ NE¼ SE¼ of Section 8 was excluded from the application requesting the drilling and spacing rules established in Order Nos. 139-59 and 510-19.

                        6. On May 17, 2006, Noble, by its attorney, filed with the Commission a verified Application for an order to establish 40-acre drilling and spacing units for the W½ NE¼ SE¼ of Section 8, Township 8 South, Range 95 West, 6^th P.M., for production of gas and associated hydrocarbons from the Williams Fork and Iles Formations, allowing up to one (1) well per ten (10) acres with the option of up to four (4) wells, with the permitted well to be located no closer than one hundred (100) feet from the unit boundary, and no closer than two hundred (200) feet from the unit boundaries where 10-acre density drilling has not been allowed, without exception being granted by the Director of the Oil and Gas Conservation Commission. Said wells 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 Oil and Gas Conservation Commission.

                        8. Testimony submitted in support of the application showed that the purpose of the May 17, 2006 application was to correct a typographical error that was contained in Noble’s April 17, 2006 verified application. The legal description in the April 17, 2006 verified application was described in error as the W½ NE¼ SE¼ of Section 18, Township 8 South, Range 95 West, 6^th P.M.

                        9. Testimony and exhibits submitted in support of the application indicated that on May 5, 2006, Noble notified the Commission of the error by letter which stated that the reference to the W½ NE¼ SE¼ of Section 18, Township 8 South, Range 95 West, 6^th P.M. was to be removed from the April 17, 2006 verified application. Additional testimony submitted showed that the Commission subsequently removed this tract of land from the April 17, 2006 verified application and the correct legal description was submitted in the May 17, 2006 verified application which is the W½ NE¼ SE¼ of Section 8, Township 8 South, Range 95 West, 6^th P.M.

                        10. Testimony and exhibits submitted in support of the application indicated that Noble holds a right to drill on the twenty (20) acres of application lands and plans to conduct oil and gas operations on the May 17, 2006 verified application lands consistent with the spacing rules established in Commission Order Nos. 139-59 and 510-19. Additional testimony submitted verified title to the May 17, 2006 verified application lands and issued proper notice in accordance with the Commission’s rules to all persons, including the local government designees for Garfield and Mesa Counties, entitled to such notice.

                        11. Testimony and exhibits submitted in support of the application indicated that the application is fully supported by the same geologic testimony and evidence and the engineering testimony and evidence presented to the Commission at the April 18, 2006 administrative hearing for Noble’s March 6, 2006 verified application which resulted in the issuance of Order Nos. 139-59 and 510-19, (Cause Nos. 139 & 510, Docket No. 0604-SP-18).

                        12. Testimony and exhibits submitted in support of the application showed that the Commission established Order Nos. 139-59 and 510-19 which approved spacing requests consistent with those requested in the current verified application, which are adjacent to the current application lands.

                        13. Testimony and exhibits submitted in support of the application indicated that the stipulation agreed to by Noble with Garfield County that a Commission order would be obtained if Noble desired to use more than one well pad per quarter quarter section in the application lands also applies to the lands contained in the current verified application.

                        14. No protests to the application have been filed with the Commission or the Applicant.

                        15. Noble Energy, Inc. agreed to be bound by oral order of the Commission.

                        NOW, THEREFORE IT IS ORDERED, that 40-acre drilling and spacing units are hereby established for the W½ NE¼ SE¼ of Section 8, Township 8 South, Range 95 West, 6^th P.M., for production of gas and associated hydrocarbons from the Williams Fork and Iles Formations, allowing up to one (1) well per ten (10) acres with the option of up to four (4) wells, with the permitted well to be located no closer than one hundred (100) feet from the unit boundary, and no closer than two hundred (200) feet from the unit boundaries where 10-acre density drilling has not been allowed, without exception being granted by the Director of the Oil and Gas Conservation Commission.

                        IT IS FURTHER ORDERED, that said wells 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 Oil and Gas Conservation Commission.

                        ENTERED this__________day of July, 2006, as of July 10, 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

July 28, 2006