BEFORE THE OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

IN THE MATTER OF THE APPLICATION )

OF FREEDOM ENERGY, INC. AND PRIMA ) CAUSE NO. 407

OIL & GAS COMPANY TO CERTAIN )

NON-CONSENTING INTERESTS UNDER )

SPACING ORDERS NOS. 407-1, ET SEQ., )

RELATING TO THE CODELL-NIOBRARA )

FORMATIONS COVERING CERTAIN LANDS )

LOCATED IN WELD COUNTY, COLORADO )

VERIFIED APPLICATION

COMES NOW, the Applicant Prima Oil & Gas Company (“Prima”), by and through its attorneys, Bjork, Lindley, Danielson & Little, P.C., and respectfully petitions the Oil and Gas Conservation Commission of the State of Colorado as follows:

By virtue of certain Farmout Agreements covering Oil and Gas Leases in which SOCO Wattenberg Corporation is the lessee, Applicant Prima is an “Owner” within the meaning of section 34-60-103(7) of the Colorado Revised Statutes, of certain rights to acquire oil and gas leasehold interests in lands described as follows in all formations:

Township 5 North, Range 67 West, 6th P.M.

Section 2: E/2NW/4

containing 79.145 acres, more or less.

As such, Prima has the right to bring this Application pursuant to section 34-60-116 of the Colorado Revised Statutes and Rule 503.b.(2) of the Rules and Regulations of the Colorado Oil and Gas Conservation Commission.

This Commission in Cause No. 407 in Orders Nos. 407‑1, et seq., (expressly referring to but not by way of limitation, Orders Nos. 407‑1 and 407‑10) established 80‑acre drilling and spacing units for the production of oil and/or gas and associated hydrocarbons for the Codell and Niobrara formations underlying certain lands located in Weld County, Colorado, including the following described lands:

Township 5 North, Range 67 West, 6th P.M.

Section 2: All

Said Orders established drilling and spacing units consisting of 80 acres, more or less, being the E/2 and the W/2 or the N/2 and S/2 of a governmental quarter section, the unit to be designated by the operator upon drilling the first well in the quarter section. The permitted well is to be located in the center of either 40‑acre tract within the unit with a tolerance of 200 feet in any direction. The operator shall have the option to drill an additional well on the undrilled 40‑acre tract in each 80‑acre drilling and spacing unit.

III

As operator of a well proposed to be drilled, within the Subject Lands, in accordance with the Commission’s Orders, Prima has designated the E/2NW/4, Section 2, Township 5 North, Range 67 West as a drilling and spacing unit.

Prima had made offers to all owners and interested parties within the drilling unit to either purchase their interest or sign a Joint Operating Agreement and participate in the drilling of a well within the drilling unit. Although Prima has negotiated in good faith and sent numerous notices to other lease owners and interested parties, it has been unable to obtain agreement from all owners and interested parties.

All owners and interested parties within the drilling unit are designated on Exhibit A attached hereto.

Applicant believes that the granting of this Application is necessary for the prevention of waste, for the protection of correlative rights, to assure the efficient and orderly development of the Sussex and the Codell-Niobrara common source of supply, and to avoid the drilling of unnecessary wells.

Prima Oil respectfully request this Commission enter an order providing that:

A. All interest within the drilling unit comprised of the E/2NW/4, Section 2, Township 5 North, Range 67 West be pooled as to production from the Codell-Niobrara formations.

B. That the Pooling Order make provisions for the drilling of a well on the drilling unit,

and for the operations thereof by Prima & Oil & Gas Company.

C. That the Pooling Order provide for the payment of the reasonable costs of the drilling

and operation of the well, including a reasonable charge for supervision and storage.

D. That the Order determine the interest of each owner in the drilling unit, as provided

on Exhibit B attached hereto, and provide that each consenting owner be entitled to receive production attributable to non-consenting owners in accordance with the provisions of section 34-60-116 of the Colorado Revised Statutes.

Attached hereto as Exhibit A are the names and addresses of all interested parties as defined by the statutes and the rules of this Commission who own interests and are entitled to receive notice within the area affected by this Application.

WHEREFORE, Applicant respectfully requests that this matter be set for hearing by the Commission; that notice thereof be given as required by law; and that upon such hearing this Commission issue its order granting this Application as requested herein. Applicant further requests that the Commission in its order grant such other provisions as the Commission may find to be necessary or desirable in the cause.

DATED this 14th day of April, 2003.

Respectfully submitted,

BJORK, LINDLEY, DANIELSON & LITTLE, P.C.

__________________________________________

Peter A. Bjork

Robert C. Mathes

1600 Stout Street, Suite 1400

Denver, Colorado 80203

Applicant's Address:

Prima Oil & Gas Company

1099 18th Street

Suite 400

Denver, CO 80202

VERIFICATION

STATE OF COLORADO )

) ss.

COUNTY OF DENVER )

Carol Myers upon oath, deposes and says that she is a certified Landman with of Applicant; that she has read the foregoing Verified Application before the Oil and Gas Conservation Commission of the State of Colorado, and states that the matters therein are true to the best of her knowledge and belief.

____________________________________

Carol Myers

Subscribed to and sworn to before me this ______ day of April, 2003, by Carol Myers as Landman of Prima Oil & Gas Company.

My Commission expires: ____________________________________

_________________________________ Notary Public

Address:_____________________________

_____________________________

EXHIBIT A

Township 5 North, Range 67 West, 6th P.M.

Section 2: E/2 NW/4

Petroleum Development Corporation

Attention: Dewey Gerdom

2970 29^th Street, Suite 18

Greeley, CO 80631

SOCO Wattenberg Corporation

c/o Patina Oil & Gas Corporation

Attention: David Siple

1625 Broadway, Suite 2000

Denver, CO 80202

Shur View Ltd. Partnership

4200 E. County Rd. 30

Fort Collins, CO 80528

Deborah J. Mitchell, as Trustee of the Eleanor

I. Johnson Revocable Trust

181 Ivy Street

Denver, CO 80220

Laurene Berger Irrevocable Trust

c/o U.S. Bank, Natural Resources

P.O. Box 17532

Denver, CO 80202

Bureau of Land Management

Royal Gorge Field Office

3170 East Main Street

Canon City, CO 81212

EXHIBIT B

Oil and Gas Leasehold Interest: As to the E1/2NW/1/4

Working Interest Net Revenue Interest

Prima Oil & Gas Company .3235285

Petroleum Development Corporation .3160789

SOCO Wattenberg Corporation .2045297

Royalty Interest

Eleanor I. Johnson Revocable Trust .0383126

Laurene Berger Irrevocable Trust .0212848

Shur View Limited Partnership .0670470

U.S.A. .0292185

TOTAL 1.0000000