REPORT OF THE COMMISSION

This cause came on for hearing before the Commission at 8:30 a.m. on October 30, 2000, in Suite 801, the Chancery Building, 1120 Lincoln Street, Denver, Colorado, after giving Notice of hearing as required by law, on the application of Plainview Oil and Gas, Inc. for an order establishing a 640-acre exploratory drilling unit for portions of Sections 4, 5, 8, 9, 16, and 17, Township 2 South, Range 70 West, 6th P.M. for the production of oil, gas and assoc iated hydrocarbons from the Pierre Shale Formation.

FINDINGS

The Commission finds as follows:

1. Plainview Oil and Gas, Inc. ("POGI"), 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.

4. On August 31, 1999, POGI, by its representative, filed with the Commission an application for an order to establish a 640-acre exploratory drilling unit in the SW1/4 SW1/4 of Section 4, SE1/4 SE1/4 of Section 5, E1/2 of Section 8, W1/2 W1/2 of Section 9, NW1/4 NW1/4 of Section 16 and the NE1/4 NE1/4 of Section 17, all in Township 2 South, Range 70 West, 6th P.M. for the production of oil, gas and associated hydrocarbons from the Pierre Shale Formation . POGI was currently drilling the No. 1 MPIC 9-39 Well located in the NE1/4 NW1/4 SW1/4 of Section 9, Township 2 South, Range 70 West, 6th P.M. as the test well for this proposed exploratory drilling unit.

5. On October 12, 1999, Charles C. McKay, by his attorney, filed with the Commission a Notice of Protest and Intervention, which, among other things, requested this matter be continued to the December 2, 1999 hearing. On November 3, 1999, POGI, by its representative, submitted to the Commission a letter requesting the matter be continued further to allow time to resolve the issues presented by the Protestant. The Colorado Oil and Gas Conservation Commi ssion staff scheduled a prehearing conference for December 14, 1999 with the Applicant and Protestant. At the prehearing conference, the Applicant presented a Summons for Hearing to the Protestant in an effort to resolve the status of the lease for the lands described above. On January 6, 2000, POGI, by its representative, submitted to the Commission a letter requesting the matter be continued indefinitely to allow for judicial resolution and on January 7, 2000, Charles C. McKay, by his attorney, filed a concurrence with the continuance.

6. On July 17, 2000, Judge R. Brooke Jackson, District Court Judge, issued an order regarding the status of the oil and gas lease. On August 31, 2000, POGI, by its representative, requested that the hearing in this matter be resumed and the hearing was rescheduled for October 30-31, 2000.

7. Testimony and exhibits presented at the administrative hearing described the geology of the area and the presence of a trap in the hanging wall of the Pierre Shale that POGI believes will be hydrocarbon-bearing with porosity measuring in the darcys.

8. Testimony and exhibits presented at the administrative hearing showed the unleased minerals in the proposed 640-acre exploratory drilling unit and the probability of POGI obtaining leases on the 80-acres in Tract 1 and the 360-acres in Tract 2.

9. Testimony and exhibits presented at the administrative hearing showed Tract 2 is open space owned by the City of Boulder upon which no wells can be drilled and that it may be necessary to pool the City's interests in the future should production be obtained from the No. 1 MPIC 9-39 Well.

10. At the time of the administrative hearing, POGI agreed to be bound by oral order of the Commission.

11. Based on the facts stated in the verified application, having received no protests and having been heard by the Hearing Officer who recommends approval, the Commission should enter an order to establish a 640-acre exploratory drilling unit consisting of the lands described in Finding Number 4. In addition, said unit should terminate if no commercial production is obtained from the No. 1 MPIC 9-39. Further, the No. 1 MPIC 9-39 Well located in the NE 1/4 NW1/4 SW1/4 of Section 9, Township 2 South, Range 70 West, 6th P.M. should be designated as the test well for the proposed exploratory drilling unit.

ORDER

NOW, THEREFORE IT IS ORDERED that a 640-acre exploratory drilling unit is hereby established for the SW1/4 SW1/4 of Section 4, SE1/4 SE1/4 of Section 5, E1/2 of Section 8, W1/2 W1/2 of Section 9, NW1/4 NW1/4 of Section 16 and the NE1/4 NE1/4 of Section 17, all in Township 2 South, Range 70 West, 6th P.M. for the production of oil, gas and associated hydrocarbons from the Pierre Shale Formation.

IT IS FURTHER ORDERED, that said exploratory drilling unit shall terminate if no commercial production is obtained from the No. 1 MPIC 9-39 Well.

IT IS FURTHER ORDERED, that the No. 1 MPIC 9-39 Well located in the NE1/4 NW1/4 SW1/4 of Section 9, Township 2 South, Range 70 West, 6th P.M. shall be designated as the test well for the exploratory drilling unit.

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.

ENTERED this day of November, 2000, as of October 30, 2000.

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 November 9, 2000 ??

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