BEFORE THE OIL AND GAS CONSERVATION COMMISSION

                                                               OF THE STATE OF COLORADO

IN THE MATTER OF ALLEGED VIOLATIONS OF THE                       )              CAUSE NO. 1V

RULES AND REGULATIONS OF THE COLORADO OIL                    )

AND GAS CONSERVATION COMMISSION BY                                   )              ORDER NO. 1V-270

STARLIGHT RESOURCES LLC, ADAMS COUNTY, COLORADO  )

ADMINISTRATIVE ORDER BY CONSENT

FINDINGS

                        1.  The Colorado Oil and Gas Conservation Commission (“COGCC”) staff was notified by Glenn Miller with Starlight Resources LLC that on September 19, 2003 the Mark Degenhart #10 Well located in the NE¼ SE¼ of Section 5, Township 1 South, Range 67 West, 6^th P.M. had failed a mechanical integrity pressure test.

                        2.  On November 7, 2003, COGCC staff issued a Notice of Alleged Violation (“NOAV”) to Starlight Resources LLC for the Mark Degenhart #10 Well.  The NOAV cited violation of Rule 326.d., wells which lack mechanical integrity shall be repaired or plugged and abandoned within six (6) months.  The NOAV specified an abatement date of March 18, 2004.

                        3.  Per return receipt, the NOAV was accepted by Starlight Resources LLC on November 24, 2003.

                        4.  On February 27, 2004, COGCC staff contacted Glenn Miller to remind him of the March 18, 2004 deadline to bring the Mark Degenhart #10 Well into compliance.  Mr. Miller assured COGCC staff that Frank Hutto with H&R Well Services would have the well plugged and abandoned by the March 18, 2004 deadline.

                        5.  On March 19, 2004, Mr. Frank Hutto notified COGCC staff the Mark Degenhart #10 Well would not be brought into compliance by the March 18, 2004 deadline due to the lack of rig availability.

6.  Rule 523. specifies a base fine of One Thousand dollars ($1000) per day for each violation of Rule 326.

                        7.  A monetary penalty of One Thousand dollars ($1,000.00) should be assessed against Starlight Resources LLC, in accordance with Rule 523.a. and Rule 523.d., for violation of Rule 326.d.

ORDER

                        NOW, THEREFORE IT IS ORDERED, that Starlight Resources LLC shall be found in violation of Rule 326.d., failure to repair or plug and abandon the Mark Degenhart #10 Well located in the NE¼ SE¼ of Section 18, Township 1 South, Range 67 West, 6^th P.M. within six (6) months of  failing a mechanical integrity test.

                        IT IS FURTHER ORDERED, that Starlight Resources LLC shall be assessed a total fine of One Thousand dollars ($1000.00) for violation of Rule 326.d. for the Mark Degenhart #10 Well, payable within thirty (30) days of the date the order is approved by the Commission.

                        IT IS FURTHER ORDERED, that Starlight Resources LLC shall be required to either: 1) repair and perform a successful mechanical integrity pressure test; or 2) properly plug, abandon and reclaim; or 3) return to production within sixty (60) days of the date this order is accepted for the Mark Degenhart #10 Well.

                        IT IS FURTHER ORDERED, that if Starlight Resources LLC does not comply with the order, COGCC staff shall be authorized to commence a claim on the Thirty Thousand dollar ($30,000) plugging bond and proceed to plug, abandon and reclaim the well.

                        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.

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.

                        RECOMMENDED this day of March, 2004.

                                                                          OIL AND GAS CONSERVATION COMMISSION

                                                                          OF THE STATE OF COLORADO

                                                                          By______________________

                                                                                          Morris Bell, Hearing Officer

Dated at Suite 801

1120 Lincoln St.

Denver, Colorado 80203

March 22, 2004

                        AGREED TO AND ACCEPTED THIS _________DAY OF __   _______, 2004.

                                                Starlight Resources LLC

                                                      By ____________________________________________

                                                      Title ___________________________________________