This cause came on for hearing before the Commission at 9:00 a.m. on November 27, 2006, in The Chancery Building, 1120 Lincoln Street, Denver, Colorado, for an order to establish an approximate 223.578 acre drilling and spacing unit for the production of gas and associated hydrocarbons from the Williams Fork and Iles Formations for certain lands in Township 6 South, Range 92 West, 6^th P.M. and to allow the equivalent of one (1) well per ten (10) acres to be drilled on said unit.

FINDINGS

The Commission finds as follows:

1. Antero Resources Corporation, now renamed Antero Resources Piceance Corporation (“Antero”), 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. Section 18, Township 6 South, Range 92 West, 6^th P.M., is subject to this Rule.

5. On July 12, 2006, Antero, by its attorney, filed with the Commission a verified application for an order to establish an approximate 320-acre drilling and spacing unit constituting the N½ of Section 18, Township 6 South, Range 92 West, 6^th P.M. for the production of gas and associated hydrocarbons from the Williams Fork and Iles Formations of the Mesaverde Group, and to allow the equivalent of one (1) well per ten (10) acres to be drilled on said unit.

6. On August 31, 2006, Grant Brothers Ranch, LLC filed with the Commission a protest to the Application. On September 6, 2006, a prehearing conference was held with the parties.

7. On September 15, 2006, Antero, by its attorney, filed with the Commission a verbal request to continue this matter to the October hearing and the hearing in this matter was continued.

8. On October 19, 2006, Antero filed with the Commission an amended application for an order to establish an approximate 230.267 acre drilling and spacing unit (constituting the major portion of the N½ of said Section 18) for the production of gas and associated hydrocarbons from the Williams Fork and Iles Formations of the Mesaverde Group, and to allow the equivalent of one well per 10 acres to be drilled on said unit.

9. At the time of the administrative hearing on November 16, 2006, Antero’s application was further amended requesting an order to establish an approximate 223.578 acre drilling and spacing unit (again constituting the major portion of the N½ of said Section 18) for the production of gas and associated hydrocarbons from the Williams Fork and Iles Formations of the Mesaverde Group, and to allow the equivalent of one (1) well per ten (10) acres to be drilled on said unit. Based on this amendment, Grant Brothers Ranch LLC. withdrew its protest and an administrative hearing was held. In support of Antero’s request that ten (10) acre well density be permitted for the Williams Fork Formation underlying the newly described unit, Antero requested that the Hearing Officers take notice of the evidence and records supporting ten (10) acre density drilling in surrounding lands whereupon the Hearing Officers did take notice of the evidence and records supporting the Commission’s Order Nos. 191-13, 191-14, 191-24, 191-25,191-34 and 510-16.

10. The above-referenced testimony and evidence supporting prior orders of the Commission show that the proposed spacing and density will allow more efficient reservoir drainage, will prevent waste, will assure a greater ultimate recovery of gas and will not violate correlative rights.

11. Antero Resources Piceance Corporation agreed to be bound by oral order of the Commission.

12. Based upon the facts stated in the second verified amended application, having the only protest withdrawn, and based on the Hearing Officer’s recommendation, the Commission should enter an order to establish an approximate 223.578 drilling unit as described above for the production of gas and associated hydrocarbons from the Williams Fork and the Iles Formations and to allow the equivalent of one (1) well per 10-acres on said unit.

ORDER

NOW, THEREFORE IT IS ORDERED, that an approximate 223.578-acre drilling and spacing unit consisting of the lands as described below within the N½ of Section 18, Township 6 South, Range 92 West, 6^th P.M. is hereby established for the production of gas from the Williams Fork and Iles Formations of the Mesaverde Group, allowing the equivalent of one (1) well per ten (10) acres to be drilled on said unit:

A parcel of land in the N½ of Section 18, Township 6 South, Range 92 West, 6^th P.M. beginning 445.03 feet south of the NE¼ NE¼ of said section; thence south 00° 34’ 00” East a distance of 362.60 feet; thence south 519.00 feet; thence south 1320.00 feet; thence west 4260.91 feet; thence North 00° 04’ 16” west a distance of 2327.20 feet; thence North 70° 50’ 00” East a distance of 471.60 feet; thence South 89° 30’ 00” East a distance of 300.00; thence South 76° 42’ 00” east a distance of 1128.10 feet; thence South 89° 30’ 00” east a distance of 2085.20 feet; thence South 89° 59’ 30” east a distance of 181.30 feet; thence south 89° 58’ 00” east a distance of 150.5 feet to the point of beginning.

IT IS FURTHER ORDERED, that all future Williams Fork Formation wells shall be located downhole no closer than one hundred (100) feet from the boundaries of the unit unless such unit abuts or corners lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill Williams Fork Formation 10-acre density wells, in which event the wells shall be drilled downhole no closer than two hundred (200) feet from the unit which so abuts or corners the lands in respect of which 10-acre density downhole drilling for the Williams Fork Formation wells has not been ordered by the Commission.

IT IS FURTHER ORDERED, that all future Iles Formation wells shall be located downhole anywhere in the drilling and spacing unit but no closer than one hundred (100) feet from the boundaries of the unit without exception being granted by the Director of the Oil and Gas Conservation Commission. It is provided however that in cases where the application lands abut or corner lands in respect of which the Commission has not at the time of drilling permit application granted the right to drill 10-acre density Iles Formation wells, the well shall be located downhole no closer than four hundred (400) feet from the boundary or boundaries of the drilling unit so abutting or cornering such lands without exception being granted by the Director of the Oil and Gas Conservation Commission.

IT IS FURTHER ORDERED, that wells drilled on the application lands shall 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 Colorado Oil and Gas Conservation Commission.

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, 2006, as of November 27, 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

December 11, 2006