BEFORE THE OIL AND GAS CONSERVATION COMMISSION

OF THE STATE OF COLORADO

                        The Commission finds as follows:

                        1. Noble Energy, Inc. ("Noble"), 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 22, 2005, corrected on February 28, 2006, the Commission issued Order No. 510-14, which among other things, established a 160-acre drilling and spacing unit consisting of the SW¼ of Section 35, Township 7 South, Range 96 West, 6^th P. M. and allowed the number of wells which can be optionally drilled into and produced from the Williams Fork Formation the equivalent of one (1) well per ten (10) acres, with permitted well to be located downhole anywhere in the drilling and spacing unit but no closer than one hundred (100) feet from the boundaries of the unit. In cases where the lands abut or corner lands that the Commission has not at the time of drilling permit application granted the right to drill ten (10) acre density Williams Fork Formation wells, the well should be located downhole no closer than two hundred (200) feet from the boundaries of the drilling unit so abutting or cornering such lands. Further, the wells shall be drilled either vertically or directionally from no more than one (1) well pad located on a given quarter quarter section.

                        5. On April 24, 2006, corrected on November 15, 2006, the Commission issued Order Nos. 139-59 and 510-19, which among other things, established a 160-acre drilling and spacing unit consisting of the SW¼ of Section 35, Township 7 South, Range 96 West, 6^th P. M. for production of gas and associated hydrocarbons from the Iles Formation, and allowed the number of wells which can be optionally drilled into and produced from the Iles Formation to the equivalent of one (1) well per ten (10) acres, with permitted well to be located downhole anywhere in the drilling and spacing unit but no closer than one hundred (100) feet from the boundaries of the unit. In cases where the lands abut or corner lands that the Commission has not at the time of drilling permit application granted the right to drill ten (10) acre density Iles Formation wells, the well should be located downhole no closer than two hundred (200) feet from the boundaries of the drilling unit so abutting or cornering such lands. Further, the wells shall be drilled either vertically or directionally from no more than one (1) well pad located on a given quarter quarter section.

                        6. On November 20, 2006, Noble, by its attorney, filed with the Commission a verified application for an order to amend the 160-acre drilling and spacing units established in Order Nos. 510-14 and 510-19 for production from the Williams Fork and Iles Formations, to establish forty (40) acre drilling and spacing units in the SW¼ of Section 35, Township 7 South, Range 96 West, 6^th P.M. for the Williams Fork and Iles Formations. Noble requested that as to each such drilling and spacing unit, the Commission allow up to one (1) Williams Fork Formation or Iles Formation well per ten (10) acres which can be optionally drilled into and produced from the Williams Fork Formation and Iles Formation of the Mesaverde Group.

                        The Williams Fork Formation and Iles Formation wells to be drilled in the SW¼ of Section 35, if topographically feasible, will be drilled from the surface either vertically or directionally from the same pad, with no more than one (1) pad located on a given quarter quarter section, unless exception is granted by the Commission.

                        7. On December 22, 2006, Noble, by its attorney, filed with the Commission a written request to approve the application based on the merits of the verified application, the supporting exhibits and exhibits presented and submitted to the Commission at Noble’s April 18, 2006 administrative hearing on its March 6, 2006 verified application which covered the SW¼ of Section 35 as well as other nearby and adjacent lands.

                        8. Noble relied on the testimony and exhibits presented and submitted at the April 18, 2006 administrative hearing to support its request for approval established 40-acre drilling and spacing units in the SW¼ of Section 35, Township 7 South, Range 96 West, 6^th P.M.

                        9. Testimony and exhibits presented at the April 18, 2006 administrative hearing showed that forty (40) acre drilling and spacing units will allow the application area to be properly developed, and that, based on geological interpretation, ten (10) acre well density would be required to properly drain the Williams Fork and Iles Formations within the application area.

                        10. Testimony and exhibits presented at the April 18, 2006 administrative hearing showed that one (1) well located near the application area would drain 7.8 acres and have an estimated ultimate recovery of 534.5 MMCF of gas from the Williams Fork and Iles Formations. Additional testimony showed that another well located near the application area would drain 8.7 acres and have an estimated ultimate recovery of 1091 MMCF of gas from the Williams Fork Formation.

                        11. Testimony and exhibits presented at the April 18, 2006 administrative hearing showed that the project is feasible from engineering and economical standpoints, and that ten (10) acre well density would be required to properly drain the Williams Fork and Iles Formations within the application area.

                        12. No protests have been filed with the Commission or the Applicant.

                        13. Noble Energy, Inc. agreed to be bound by oral order of the Commission.

                        14. Based on the facts stated in the verified application, having received no protests and based on the Hearing Officer review of the application under Rule 511.b., including previously provided testimony and exhibits, the Commission should enter an order to establish 40-acre drilling and spacing units in the SW¼ of Section 35, Township 7 South, Range 96 West, 6^th P.M. for production of gas and associated hydrocarbons from the Williams Fork and Iles Formations, allowing up to one (1) well per 10-acres which can be optionally drilled and produced from the Williams Fork or Iles Formations of the Mesaverde Group, with said wells being 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 authorized by order of the Commission upon hearing.

                        NOW, THEREFORE, IT IS ORDERED, that Order Nos. 510-14 and 510-19 are hereby amended and 40-acre drilling and spacing units are hereby established for the SW¼ of Section 35, Township 7 South, Range 96 West, 6^th P.M., for the production of gas and associated hydrocarbons from the Williams Fork and Iles Formations, allowing up to one (1) well per 10 acres which can be optionally drilled and produced from the Williams Fork or Iles Formations of the Mesaverde Group.

                        IT IS FURTHER ORDERED, that wells shall be located no closer than 100 feet from the unit boundary, and no closer than 200 feet from the unit boundaries where 10-acre density drilling has not been allowed without exception being granted by the Director of the Oil and Gas Conservation Commission.

                        IT IS FURTHER ORDERED, that wells shall be drilled from the surface either vertically or directionally from no more than one pad located on a given quarter quarter section, unless authorized by order of the Commission upon hearing.

                        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.

                        ENTERED this __ _ day January, 2007, as of January 8, 2007.

Dated at Suite 801
1120 Lincoln Street
Denver, Colorado 80203
January 18, 2007