BEFORE THE OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

IN THE MATTER OF THE PROMULGATION AND                                 )                     CAUSE NO. 527

ESTABLISHMENT OF FIELD RULES TO GOVERN                             )

OPERATIONS IN THE SULPHUR CREEK FIELD,                                 )                     ORDER NO. 527-2

RIO BLANCO COUNTY, COLORADO                                                      )

                        This cause came on for hearing before the Commission at 8:30 a.m. on August 16, 2006, in the Meeker Town Hall, 345 Market Street, Meeker Colorado, for an order to allow the equivalent of one well per 10 acres, with the permitted well to be located no closer than 400 feet from the lease line for certain lands in Townships 2 and 3 South, Ranges 97 and 98 West, 6^th P.M.

                        The Commission finds as follows:

                        1. Whiting Oil and Gas Corporation ("Whiting"), 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 March 20, 2006, the Commission issued Order No. 527-1, allowing among other things, the equivalent of one (1) well per 10 acres, for the production of gas and associated hydrocarbons from the Williams Fork Formation, with the permitted well to be located no closer than one hundred (100) feet from the outside boundary of the application lands, for the below-listed lands:

&#                    5. 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 above-described lands are subject to this rule for the Iles and Sego Formations.

                        6. On June 21, 2006, Whiting, by its attorney, filed with the Commission a verified application for an order to allow Iles Formation and Sego Formation wells to be optionally drilled on a ten (10) acre density basis, for the below-listed lands, with each well to be located downhole anywhere upon such lands provided no such well shall be located downhole any closer than 400 feet from the outside boundary of the application lands. It is provided however that Iles and Sego Formation wells may be drilled and completed only within wellbores drilled to the Williams Fork Formation and may not be drilled as separate wells.

That, except as previously authorized by order of the Commission, wells will be drilled from the surface either vertically or directionally from the equivalent of no more than one (1) pad located on a given quarter quarter section unless exception is granted by the Colorado Oil and Gas Conservation Commission pursuant to application made for such exception.

                        7. Testimony and exhibits presented at the administrative hearing showed that the minerals in the application lands are owned by Whiting, ExxonMobil Production Company and Williams Production Company. Additional testimony indicated that the application lands are 100% fee surface and that a surface owner’s agreement is in place for 100% of the application lands.

                        8. Testimony and exhibits presented at the administrative hearing showed that 10-acre well density for the Iles and Sego Formations is supported by two geologic models and well economics, that the Iles and Sego Formations are not economical as stand-alone completions, and that a significant amount of gas will be left behind if the Iles and Sego Formations are not drilled and produced along with the Williams Fork Formation.

                        9. Testimony and exhibits presented at the administrative hearing showed the wells in the area that have been completed in the Rollins, Cozzette, Corcoran, and Sego Formations, the geology of the Mesaverde Group, the depositional model for the area, and the thickness and lateral extent of producing formations in the area. Additional testimony indicated that the Mesaverde Group is a common source of supply underlying the application lands.

                        10. Testimony and exhibits presented at the administrative hearing showed that the Iles and Sego Formations contain an estimated 388.1 MMCF of original gas-in-place per 10 acres, for a total of 59.0 BCF of original gas-in-place within the application lands.

                        11. Testimony and exhibits presented at the administrative hearing showed that stand-alone development of the Iles and Sego Formations is not economically feasible, however, combining the incremental costs of Iles and Sego Formation completions with Williams Fork Formation completion is economically feasible.

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

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

                        14. Whiting Oil and Gas Corporation agreed to be bound by oral order of the Commission.

                        15. Based on the facts stated in the verified application, having received no protests and having been heard by the Hearing Officer who recommended approval, the Commission should enter an order to allow the equivalent of one well per 10 acres, with the permitted well to be located no closer than 400 feet from the lease line for certain lands in Townships 2 and 3 South, Ranges 97 and 98 West, 6^th P.M.

                        NOW, THEREFORE IT IS ORDERED, that 10-acre density is hereby approved for wells to be drilled for production from the Iles Formation and Sego Formation wells, for the below-listed lands, with each well to be located downhole anywhere upon such lands provided no such well shall be located downhole any closer than four hundred (400) feet from the outside boundary of the application lands.

                        IT IS FURTHER ORDERED, that Iles and Sego Formation wells shall be drilled and completed only within wellbores drilled to the Williams Fork Formation and shall not be drilled as separate wells.

                        IT IS FURTHER ORDERED, that except as previously authorized by order of the Commission, wells shall be drilled from the surface either vertically or directionally from the equivalent of no more than one (1) pad located on a given quarter quarter section unless exception is granted by the Colorado Oil and Gas Conservation Commission pursuant to application made for such exception.

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

                        ENTERED this__________day of August, 2006, as of August 16, 2006.

                                                                    OIL AND GAS CONSERVATION COMMISSION

Dated at Suite 801

1120 Lincoln Street

Denver, Colorado 80203

August 25, 2006